exv4w2






EXHIBIT 4.2




CITIZENS REPUBLIC BANCORP, INC.




AND




[                    ]




TRUSTEE




SUBORDINATED DEBT INDENTURE




DATED AS OF [                    ], 20[     ]





 









 








CITIZENS REPUBLIC BANCORP, INC.




INDENTURE DATED AS OF [                    ], 20[     ]




CROSS REFERENCE SHEET*



Showing the Location in the Indenture of the Provisions Inserted Pursuant to Sections 310 to 318(a)
inclusive of the Trust Indenture Act of 1939.




	 	 	 
	PROVISIONS OF	 	 
	TRUST INDENTURE ACT OF 1939	 	INDENTURE PROVISION
	Section 310(a)(1), (2)

	 	Section 8.09
	(3)

	 	Not Applicable
	(4)

	 	Not Applicable
	(b)

	 	Section 8.08; Section 8.10
	(c)

	 	Not Applicable
	Section 311(a)

	 	Section 8.13(a)
	(b)

	 	Section 8.13(b)
	(b) (2)

	 	Section 9.03(a) (ii); Section 9.03(b)
	(c)

	 	Not Applicable
	Section 312(a)

	 	Section 9.01; Section 9.02(a)
	(b)

	 	Section 9.02(b)
	(c)

	 	Section 9.02(c)
	Section 313(a)

	 	Section 9.03(a)
	(b) (1)

	 	Not Applicable
	(2)

	 	Section 9.03(b)
	(c)

	 	Section 9.03(a); Section 9.03(b)
	(d)

	 	Section 9.03(c)
	Section 314(a)

	 	Section 9.04
	(b)

	 	Not Applicable
	(c)

	 	Section 1.02
	(d)

	 	Not Applicable
	(e)

	 	Section 1.02
	(f)

	 	Not Applicable
	Section 315(a) (1)

	 	Section 8.01(a) (i)
	(2)

	 	Section 8.01(a) (ii)
	(b)

	 	Section 8.02
	(c)

	 	Section 8.02(b)
	(d) (1)

	 	Section 8.01(a)
	(2)

	 	Section 8.01(c) (ii)
	(3)

	 	Section 8.01(c) (iii)
	(e)

	 	Section 7.14
	Section 316(a)

	 	Section 7.12; Section 7.13
	(b)

	 	Section 7.08
	(c)

	 	Section 1.04






 









 






	 	 	 
	PROVISIONS OF	 	 
	TRUST INDENTURE ACT OF 1939	 	INDENTURE PROVISION
	Section 317(a)(1), (2)

	 	Section 7.03; Section 7.04
	(b)

	 	Section 12.03
	Section 318(a)

	 	Section 1.08








 




			
	*	 	This Cross Reference Sheet is not part of the Indenture.






 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	PAGE	 
	 
	 	 	 	 	 	 
	ARTICLE ONE
	 	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	1	 
	Section 1.01
	 	Definitions	 	 	1	 
	Section 1.02
	 	Compliance Certificates and Opinions	 	 	8	 
	Section 1.03
	 	Form of Documents Delivered to Trustee	 	 	8	 
	Section 1.04
	 	Act of Holders	 	 	9	 
	Section 1.05
	 	Notices, etc., to Trustee and Company	 	 	10	 
	Section 1.06
	 	Notice to Holders; Waiver	 	 	10	 
	Section 1.07
	 	Immunity of Incorporator, Stockholders, Officers and Directors	 	 	10	 
	Section 1.08
	 	Conflict with Trust Indenture Act	 	 	11	 
	Section 1.09
	 	Effect of Headings and Table of Contents	 	 	11	 
	Section 1.10
	 	Successors and Assigns	 	 	11	 
	Section 1.11
	 	Separability Clause	 	 	11	 
	Section 1.12
	 	Benefits of Indenture	 	 	11	 
	Section 1.13
	 	Governing Law	 	 	11	 
	Section 1.14
	 	Cross References	 	 	11	 
	Section 1.15
	 	Counterparts	 	 	11	 
	Section 1.16
	 	Legal Holidays	 	 	11	 
	Section 1.17
	 	Securities in Foreign Currencies	 	 	11	 
	Section 1.18
	 	Force Majeure	 	 	12	 
	Section 1.19
	 	Waiver of Jury Trial	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE TWO
	 	SECURITY FORMS	 	 	12	 
	Section 2.01
	 	Forms Generally	 	 	12	 
	Section 2.02
	 	Form of Certificate of Authentication	 	 	12	 
	Section 2.03
	 	Securities in Global Form	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE THREE
	 	THE SECURITIES	 	 	13	 
	Section 3.01
	 	Amount Unlimited; Issuable in Series	 	 	13	 
	Section 3.02
	 	Denominations	 	 	16	 
	Section 3.03
	 	Authentication and Dating	 	 	16	 
	Section 3.04
	 	Execution of Securities	 	 	17	 
	Section 3.05
	 	Exchange and Registration of Transfer of Securities	 	 	17	 
	Section 3.06
	 	Mutilated, Destroyed, Lost or Stolen Securities	 	 	20	 
	Section 3.07
	 	Temporary Securities	 	 	20	 
	Section 3.08
	 	Payment of Interest; Interest Rights Preserved	 	 	21	 
	Section 3.09
	 	Persons Deemed Owners	 	 	22	 
	Section 3.10
	 	Cancellation	 	 	22	 
	Section 3.11
	 	Computation of Interest	 	 	23	 
	Section 3.12
	 	CUSIP Numbers	 	 	23	 






-i-









 






	 	 	 	 	 	 	 
	 	 	 	 	PAGE	 
	 
	 	 	 	 	 	 
	ARTICLE FOUR
	 	REDEMPTION OF SECURITIES	 	 	24	 
	Section 4.01
	 	Applicability of Article	 	 	24	 
	Section 4.02
	 	Election to Redeem; Notice to Trustee	 	 	24	 
	Section 4.03
	 	Selection by Trustee of Securities to Be Redeemed	 	 	24	 
	Section 4.04
	 	Notice of Redemption	 	 	24	 
	Section 4.05
	 	Deposit of Redemption Price	 	 	25	 
	Section 4.06
	 	Securities Payable on Redemption Date	 	 	25	 
	Section 4.07
	 	Securities Redeemed in Part	 	 	25	 
	 
	 	 	 	 	 	 
	ARTICLE FIVE
	 	SINKING FUNDS	 	 	26	 
	Section 5.01
	 	Applicability of Article	 	 	26	 
	Section 5.02
	 	Satisfaction of Mandatory Sinking Fund Payments with Securities	 	 	26	 
	Section 5.03
	 	Redemption of Securities for Sinking Fund	 	 	26	 
	 
	 	 	 	 	 	 
	ARTICLE SIX
	 	SATISFACTION AND DISCHARGE	 	 	28	 
	Section 6.01
	 	Satisfaction and Discharge of Indenture	 	 	28	 
	Section 6.02
	 	Satisfaction, Discharge and Defeasance of Securities of any Series	 	 	29	 
	Section 6.03
	 	Application of Trust Money	 	 	30	 
	Section 6.04
	 	Paying Agent to Repay Moneys Held	 	 	31	 
	Section 6.05
	 	Return of Unclaimed Moneys	 	 	31	 
	 
	 	 	 	 	 	 
	ARTICLE SEVEN
	 	REMEDIES	 	 	31	 
	Section 7.01
	 	Events of Default	 	 	31	 
	Section 7.02
	 	Acceleration of Maturity; Rescission and Annulment	 	 	32	 
	Section 7.03
	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	 	33	 
	Section 7.04
	 	Trustee May File Proofs of Claim	 	 	34	 
	Section 7.05
	 	Trustee May Enforce Claims without Possession of Securities	 	 	35	 
	Section 7.06
	 	Application of Money Collected	 	 	35	 
	Section 7.07
	 	Limitation on Suits	 	 	35	 
	Section 7.08
	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	 	 	36	 
	Section 7.09
	 	Restoration of Rights and Remedies	 	 	36	 
	Section 7.10
	 	Rights and Remedies Cumulative	 	 	36	 
	Section 7.11
	 	Delay or Omission Not Waiver	 	 	37	 
	Section 7.12
	 	Control by Holders	 	 	37	 
	Section 7.13
	 	Waiver of Past Defaults	 	 	37	 
	Section 7.14
	 	Undertaking for Costs	 	 	37	 
	Section 7.15
	 	Waiver of Stay or Extension Laws	 	 	38	 
	 
	 	 	 	 	 	 
	ARTICLE EIGHT
	 	THE TRUSTEE	 	 	38	 






-ii-









 






	 	 	 	 	 	 	 
	 	 	 	 	PAGE	 
	Section 8.01
	 	Certain Duties and Responsibilities	 	 	38	 
	Section 8.02
	 	Notice of Defaults	 	 	39	 
	Section 8.03
	 	Certain Rights of Trustee	 	 	39	 
	Section 8.04
	 	Not Responsible for Recitals or Issuance of Securities	 	 	41	 
	Section 8.05
	 	May Hold Securities	 	 	41	 
	Section 8.06
	 	Money Held in Trust	 	 	41	 
	Section 8.07
	 	Compensation and Reimbursement	 	 	41	 
	Section 8.08
	 	Disqualification; Conflicting Interests	 	 	42	 
	Section 8.09
	 	Corporate Trustee Required; Different Trustees for Different Series; Eligibility	 	 	42	 
	Section 8.10
	 	Resignation and Removal; Appointment of Successor	 	 	43	 
	Section 8.11
	 	Acceptance of Appointment by Successor	 	 	44	 
	Section 8.12
	 	Merger, Conversion, Consolidation or Succession to Business	 	 	45	 
	Section 8.13
	 	Preferential Collection of Claims against Company	 	 	45	 
	Section 8.14
	 	Authenticating Agent	 	 	45	 
	 
	 	 	 	 	 	 
	ARTICLE NINE
	 	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	 	46	 
	Section 9.01
	 	Company to Furnish Trustee Names and Addresses of Holders	 	 	47	 
	Section 9.02
	 	Preservation of Information; Communications to Holders	 	 	47	 
	Section 9.03
	 	Reports by Trustee	 	 	48	 
	Section 9.04
	 	Reports by Company	 	 	48	 
	 
	 	 	 	 	 	 
	ARTICLE TEN
	 	CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER	 	 	49	 
	Section 10.01
	 	Company May Consolidate, etc	 	 	49	 
	Section 10.02
	 	Successor Substituted	 	 	50	 
	 
	 	 	 	 	 	 
	ARTICLE ELEVEN
	 	SUPPLEMENTAL INDENTURES	 	 	50	 
	Section 11.01
	 	Supplemental Indentures without Consent of Holders	 	 	50	 
	Section 11.02
	 	Supplemental Indentures with Consent of Holders	 	 	51	 
	Section 11.03
	 	Execution of Supplemental Indentures	 	 	52	 
	Section 11.04
	 	Notice of Supplemental Indenture	 	 	53	 
	Section 11.05
	 	Effect of Supplemental Indentures	 	 	53	 
	Section 11.06
	 	Conformity with Trust Indenture Act	 	 	53	 
	Section 11.07
	 	Reference in Securities to Supplemental Indentures	 	 	53	 
	 
	 	 	 	 	 	 
	ARTICLE TWELVE
	 	COVENANTS	 	 	53	 
	Section 12.01
	 	Payment of Principal, Premium and Interest	 	 	53	 
	Section 12.02
	 	Maintenance of Office or Agency	 	 	53	 
	Section 12.03
	 	Money for Securities Payments to Be Held in Trust	 	 	54	 
	Section 12.04
	 	Statement as to Compliance	 	 	55	 
	Section 12.05
	 	Corporate Existence	 	 	55	 
	Section 12.06
	 	Permit No Vacancy in Office of Trustee	 	 	55	 






-iii-









 






	 	 	 	 	 	 	 
	 	 	 	 	PAGE	 
	Section 12.07
	 	Waiver	 	 	55	 
	 
	 	 	 	 	 	 
	ARTICLE THIRTEEN
	SUBORDINATION OF THE SECURITIES	 	 	56	 
	Section 13.01
	 	Agreement to Subordinate	 	 	56	 
	Section 13.02
	 	Liquidation, Dissolution, Bankruptcy	 	 	56	 
	Section 13.03
	 	Default on Senior Indebtedness	 	 	56	 
	Section 13.04
	 	Acceleration of Payment of Securities	 	 	57	 
	Section 13.05
	 	When Distribution Must Be Paid Over	 	 	57	 
	Section 13.06
	 	Subrogation	 	 	57	 
	Section 13.07
	 	Relative Rights	 	 	57	 
	Section 13.08
	 	Subordination May Not Be Impaired by Company	 	 	58	 
	Section 13.09
	 	Rights of Trustee and Paying Agent	 	 	58	 
	Section 13.10
	 	Distribution or Notice to Representative	 	 	58	 
	Section 13.11
	 	Article Thirteen Not to Prevent Events of Default or Limit Right to Accelerate	 	 	58	 
	Section 13.12
	 	Trust Monies Not Subordinated	 	 	58	 
	Section 13.13
	 	Trustee Entitled to Rely	 	 	59	 
	Section 13.14
	 	Trustee to Effectuate Subordination	 	 	59	 
	Section 13.15
	 	Trustee Not Fiduciary for Holders of Senior Indebtedness	 	 	59	 
	Section 13.16
	 	Reliance by Holders of Senior Indebtedness on Subordination Provisions	 	 	59	 






-iv-









 





     SUBORDINATED DEBT INDENTURE, dated as of [                    ], 20[     ], between CITIZENS REPUBLIC
BANCORP, INC., a Michigan corporation, having its principal office at 328 South Saginaw Street,
Flint, Michigan 48502 (the “Company”), and [                    ], a [                    ], having its designated
corporate trust office at [                    ], as trustee hereunder (the “Trustee”).



RECITALS OF THE COMPANY




     The Company is authorized to borrow money for its corporate purposes and to issue debentures,
notes or other evidences of unsecured indebtedness therefor; and for its corporate purposes, the
Company has determined to make and issue its debentures, notes or other evidences of unsecured
indebtedness to be issued in one or more series (the “Securities”), as hereinafter provided, up to
such principal amount or amounts as may from time to time be authorized by or pursuant to the
authority granted in one or more resolutions of the Board of Directors.



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



     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained
and of the purchase and acceptance of the Securities by the holders thereof, and for other valuable
considerations, the receipt whereof is hereby acknowledged, and in order to declare the terms and
conditions upon which the Securities are to be issued, IT IS HEREBY COVENANTED, DECLARED AND
AGREED, by and between the parties hereto, that all the Securities are to be executed,
authenticated and delivered subject to the further covenants and conditions hereinafter set forth;
and the Company, for itself and its successors, does hereby covenant and agree to and with the
Trustee and its successors in said trust, for the benefit of those who shall hold the Securities,
or any of them, as follows:



ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




     Section 1.01 Definitions. For all purposes of this Indenture, of all indentures
supplemental hereto and all Securities issued hereunder except as otherwise expressly provided or
unless the context otherwise requires: (a) the terms defined in this Article shall have the
meanings assigned to them in this Article, and include the plural as well as the singular; (b) all
terms used in this Indenture, in any indenture supplemental hereto or in any such Securities which
are defined in the Trust Indenture Act shall have the meanings assigned to them in said Act; (c)
all accounting terms not otherwise defined herein or in such Securities shall have the meanings
assigned to them in accordance with generally accepted accounting principles.



     Certain terms used in Article Eight hereof are defined in that Article.



     “Act” when used with respect to any Holder has the meaning specified in Section 1.04 hereof.



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



 









 







Person. For the purposes of this definition, “control” when used with respect to any specified
Person means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; and the
terms “controlling” and “controlled” have meanings correlative to the foregoing.



     “Authenticating Agent”: See Section 8.14 hereof.



     “Authorized Newspaper” means a newspaper of general circulation in the same city in which the
Place of Payment with respect to Securities of a series shall be located or in the Borough of
Manhattan, The City of New York, printed in the English language and customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays. Whenever successive
weekly publications in an Authorized Newspaper are required hereunder they may be made (unless
otherwise expressly provided herein) on the same or different days of the week and in the same or
in different Authorized Newspapers.



     “Bearer Rules” means the provisions of the Internal Revenue Code, in effect from time to time,
governing the treatment of bearer obligations and any regulations thereunder including, to the
extent applicable to any series of Securities, proposed or temporary regulations.



     “Board of Directors” means either the board of directors of the Company or any committee of
that board duly authorized to act for it in respect hereof.



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



     “Business Day” means (i) when used with respect to any payment, each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions in the Place of
Payment with respect to such payment are authorized or required by law or executive order to close
and (ii) when used for any other purpose, each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in the Borough of Manhattan, The City of New York,
or in the city in which the Corporate Trust Office of the Trustee is located are authorized or
required by law or executive order to close.



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



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



     “Company Consent,” “Company Order” and “Company Request” mean, respectively, a written
consent, order or request signed in the name of the Company by its Chairman of the Board, its
Chairman of the Executive Committee of the Board, any one of its Vice Chairmen, its President, its
Chief Executive Officer, its Chief Financial Officer, any one of its Vice Presidents,



-2-









 







its General Counsel, its Treasurer, any one of its Assistant Treasurers, its Controller, any
one of its Assistant Controllers, its Secretary or any one of its Assistant Secretaries, and
delivered to the Trustee.



     “Corporate Trust Office” means the designated office of the Trustee at which at any particular
time its corporate trust business shall be principally administered, which office of [                    ],
at the date of the execution of this Indenture, is located at [                    ].



     “Corporation” means a corporation, association, company or business trust.



     “Defaulted Interest”: See Section 3.08 hereof.



     “Depositary” when used with respect to the Securities of any series issuable or issued, in
whole or in part, in the form of a Global Security, means the Person designated as Depositary by
the Company pursuant to Section 3.01 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 Securities of that series.



     “Dollars” and the sign “$” mean the coin or currency of the United States of America as at the
time of payment is legal tender for the payment of public and private debts.



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



     “Event of Default”: See Section 7.01 hereof.



     “Federal Bankruptcy Code”: See Section 7.01 hereof.



     “Foreign Currency” means any currency issued by the government of any country other than the
United States of America or any composite currency (including, without limitation, the European
Currency Unit).



     “Global Security” means a Security issued to evidence all or a part of any series of
Securities which is executed by the Company and authenticated and delivered to the Depositary or
pursuant to the Depositary’s instructions, all in accordance with this Indenture, which shall be
registered in the name of the Depositary or its nominee.



     “Holder” means, unless otherwise established as contemplated by Section 3.01 with respect to
the Securities of any series, a Person in whose name a Security of any series is registered in the
Securities Register for the Securities of such series.



     “Indenture” means this instrument as originally executed, or as it may be amended or
supplemented from time to time as herein provided, and shall include the form and terms of the
Securities of each series established as contemplated by Sections 2.01 and 3.01.



     “Interest” when used with respect to any non-interest bearing Security means interest payable
after Maturity thereof.



-3-









 





     “Interest Payment Date” when used with respect to the Securities of any series means the
Stated Maturity of an installment of interest on the Securities of such series.



     “Issue Date” means the first date on which Securities are issued pursuant to this Indenture.



     “Junior Subordinated Indenture” means an Indenture, dated as of [                    ], 20[     ], between
the Company and [                    ], as trustee, as the same may be amended from time to time.



     “Maturity” when used with respect to any Security means the date on which the principal of
such Security becomes due and payable whether at the Stated Maturity or by declaration of
acceleration, call for redemption, pursuant to a sinking fund, notice of option to elect repayment
or otherwise.



     “Officer’s Certificate” means a certificate of the Company signed by its Chairman of the
Board, its Chairman of the Executive Committee of the Board, any one of its Vice Chairmen, its
President, its Chief Executive Officer, its Chief Financial Officer, any one of its Vice
Presidents, its General Counsel, its Treasurer, any one of its Assistant Treasurers, its
Controller, any one of its Assistant Controllers, its Secretary or any one of its Assistant
Secretaries, and delivered to the Trustee. Wherever this Indenture requires that an Officer’s
Certificate be signed also by an accountant or other expert, such accountant or other expert
(except as otherwise expressly provided in this Indenture) may be in the employ of the Company.



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



     “Original Issue Discount Security” means any Security less than the principal amount of which
becomes due and payable upon a declaration of acceleration pursuant to Section 7.02 hereof.



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



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



     (b) Securities or portions thereof for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company)
in trust or set aside and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities; provided, however, that, if such Securities or
portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made; and



     (c) Securities paid or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture unless proof satisfactory to the Trustee is



-4-









 







presented that any such Securities are held by a holder in due course; provided, however, that
in determining whether the Holders of the requisite principal amount of Securities Outstanding have
given any request, demand, authorization, direction, notice, consent or waiver hereunder, (i)
Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be Outstanding, 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 which a Responsible Officer of
the Trustee actually knows to be so owned shall be so disregarded (Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledge establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor), and (ii) the principal amount of an Original Issue Discount
Security that shall be deemed to be outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such determination upon a
declaration of acceleration pursuant to Section 7.02 hereof.



     “Overdue Rate” when used with respect to the Securities of any series means the rate
designated as such, established as contemplated by Section 3.01 for the Securities of such series.



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



     “Person” means any individual, corporation, partnership, limited liability company, joint
venture, joint stock company, trust, unincorporated organization or government or any agency or
political subdivision thereof.



     “Permitted Junior Securities” shall mean unsecured debt or equity securities of the Company or
any successor corporation issued pursuant to a plan of reorganization or readjustment of the
Company, as applicable, that are subordinated in right of payment to all then outstanding Senior
Indebtedness of the Company, as applicable, at least to the same extent that the Securities are
subordinated to the payment of all Senior Indebtedness of the Company.



     “Place of Payment” when used with respect to the Securities of any series means the place or
places where the principal of (and premium, if any) and interest, if any, on the Securities of such
series are specified as payable, established as contemplated by Section 3.01 or, if not so
established, specified in Section 12.02.



     “Predecessor Securities” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular Security; and for the
purposes of this definition, any Security authenticated and delivered under Section 3.06 hereof in
lieu of a mutilated, lost, destroyed or stolen Security shall be deemed to evidence the same debt
as the mutilated, lost, destroyed or stolen Security.



     “Record date”: See Section 3.08 hereof.



     “Redemption Date” when used with respect to any Security or portion thereof to be redeemed
means the date fixed for such redemption pursuant hereto.



-5-









 





     “Redemption Price” when used with respect to any Security or portion thereof to be redeemed on
any Redemption Date means the price at which it is to be so redeemed, established as contemplated
by Section 3.01 exclusive of interest accrued and unpaid to such Redemption Date.



     “Representative” means the trustee, agent or representative (if any) for an issue of Senior
Indebtedness, as applicable; provided that if, and for so long as, such Senior Indebtedness lacks
such a Representative, then the Representative for such Senior Indebtedness shall at all times
constitute the holder or holders of a majority in outstanding principal amount of obligations under
such Senior Indebtedness.



     “Responsible Officer” when used with respect to the Trustee means any officer of the Trustee
authorized by the Trustee to administer its corporate trust matters.



     “Securities”: See RECITALS OF THE COMPANY herein.



     “Securities Register” and “Securities Registrar”: See Section 3.05 hereof.



     “Senior Indebtedness” with respect to the Company means the principal, premium (if any) and
interest (including interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company, whether or not such claim for post-petition interest is
allowed in such proceeding) on and of all indebtedness and obligations (other than the Securities,
but including any debentures, notes or other evidence of indebtedness issued under the Senior
Indenture) of, or guaranteed or assumed by, the Company that (i) are for borrowed money (ii) are
evidenced by bonds, debentures, notes or other similar instruments, (iii) represent obligations to
policyholders of insurance or investment contracts, (iv) represent a reimbursement obligation with
respect to a letter of credit, banker’s acceptance or similar facility, or (v) represent the
deferred purchase price of property or services, in each case, whether outstanding on the Issue
Date or thereafter created, incurred, assumed or guaranteed, and all amendments, renewals,
extensions, modifications and refundings of such indebtedness and obligations, unless in any such
case the instrument by which such indebtedness or obligations are created, incurred, assumed or
guaranteed by the Company, or are otherwise evidenced, provides that they are subordinated, or are
not superior, in right of payment to the Securities; provided, however, that Senior Indebtedness
shall not include, as applicable:




	 	(1)	 	any obligation of the Company to any Subsidiary of the Company,
	 
	 	(2)	 	any liability for Federal, state, local or other taxes owed or
owing by the Company or any Subsidiary of the Company,
	 
	 	(3)	 	any accounts payable or other liability to trade creditors
(including guarantees thereof or instruments evidencing such liabilities),
	 
	 	(4)	 	any indebtedness or obligation of the Company issued under the
Junior Subordinated Indenture,
	 
	 	(5)	 	any obligations with respect to any capital stock of the
Company, or




-6-









 






	 	(6)	 	any indebtedness which by its terms is expressly made equal in
rank and payment with or subordinated to the Securities.





     If any Senior Indebtedness is disallowed, avoided or subordinated pursuant to the provisions
of Section 548 of Title 11 of the United States Code or any applicable state fraudulent conveyance
law, such Senior Indebtedness nevertheless will constitute Senior Indebtedness.



     “Senior Indenture” means an Indenture, dated as of [                    ], 20[     ], between the Company
and [                    ], as trustee, as the same may be amended from time to time.



     “Stated Maturity” when used with respect to any Security or any installment of interest
thereon means the date specified in such Security as the fixed date on which the principal of such
Security or such installment of interest is due and payable.



     “Subsidiary” of any Person means (i) any corporation of which such Person at the time owns or
controls, directly or through an intervening medium, more than fifty per cent (50%) of each class
of outstanding Voting Stock, (ii) any limited liability company, general partnership, joint
venture, joint stock company or similar entity, of which such Person at the time owns or controls,
directly or through an intervening medium, more than fifty per cent (50%) of its outstanding
partnership, membership or similar voting interests, as the case may be and (iii) any limited
partnership of which such Person, directly or through an intervening medium, is a general partner,
and unless otherwise specified shall mean a Subsidiary of the Company.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument
and, subject to the provisions of Article Eight hereof, shall also include its successors and
assigns as Trustee hereunder. If there shall be at any one time more than one Trustee hereunder,
“Trustee” shall mean each such Trustee and shall apply to each such Trustee only with respect to
the Securities of those series with respect to which it is serving as Trustee.



     “Trust Indenture Act” and “TIA” means the Trust Indenture Act of 1939, as amended and as in
force at the date as of which this instrument was executed, except as provided in Section 11.06
hereof.



     “U.S. Government Obligations” means securities which 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 a Person controlled or supervised by and acting as 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, which, in either case, are not callable or redeemable
at the option of the issuer thereof, and which shall also include a depository receipt issued by a
bank or trust company as custodian with respect to any such obligation set forth in (i) or (ii)
above or a specific payment of interest on or principal of any such obligation held by such
custodian for the account of the holder of a depository 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 depository receipt from any amount received by the custodian in respect of the
obligation evidenced by such depository receipt or the specific payment of interest on or principal
of such obligation.



-7-









 





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



     “Voting Stock” means stock of the class or classes having general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers or trustees of such
corporation (irrespective of whether or not at the time stock of any other class or classes shall
have or might have voting power by reason of the happening of any contingency).



     Section 1.02 Compliance Certificates and Opinions. Upon any application or request by
the Company to the Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent
(including any covenant compliance with which constitutes a condition precedent), if any, provided
for in this Indenture relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this Indenture relating
to such particular application or request, no additional certificate or opinion need be furnished.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating thereto;



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



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



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



     Section 1.03 Form of Documents Delivered to Trustee. In any case where several
matters are required to be certified by, or covered by an opinion of, any specified Person, it is
not necessary that all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such matters in one or
several documents.



     Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to



-8-









 







factual matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such factual matters is in the
possession of the Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such matters are
erroneous.



     Any certificate, statement or opinion of an Officer of the Company or of counsel may be based,
insofar as it relates to accounting matters, upon a certificate or opinion of or representations by
an accountant or firm of accountants in the employ of the Company, unless such Officer or counsel,
as the case may be, knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the accounting matters upon which his or her
certificate, statement or opinion is based are erroneous.



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



     Section 1.04 Act of Holders.



     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the Trustee, and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to
Section 8.01 hereof) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section 1.04.



     (b) The fact and date of the execution by any Person of any such instrument or writing, or the
authority of the Person executing the same, may be proved in any manner that the Trustee deems
sufficient and in accordance with such reasonable requirements as the Trustee may determine.



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



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



     (e) The Company may set a record date for purposes of determining the identity of Holders
entitled to vote or consent or take any other action under this Indenture, which record date shall
not be more than 60 days nor less than 10 days prior to the solicitation with respect thereto, and
only such Holders shall be so entitled.



-9-









 





     Section 1.05 Notices, etc., to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other document provided or
permitted by this Indenture to be made upon, given or furnished to, or filed with,



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



     (b) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (except as provided in Subsection (d) of Section 7.01 hereof) if in writing (including
telecopy) and mailed, first-class postage prepaid, to the Company addressed to it at the address of
its principal office specified in the first paragraph of this instrument or at any other address
previously furnished in writing to the Trustee by the Company.



     Section 1.06 Notice to Holders; Waiver. Where this Indenture provides for notice to
Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such
event, at his address as it appears in the Securities Register, not later than the latest date, and
not earlier than the earliest date, prescribed for the giving of such notice. In any case where
notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect
to other Holders. Any notice mailed in the manner prescribed by this Indenture shall be deemed to
have been given whether or not such Holder receives said notice. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such waiver.



     Section 1.07 Immunity of Incorporator, Stockholders, Officers and Directors. No
recourse shall be had for the payment of the principal of (and premium, if any) or the interest, if
any, on any Security of any series, or for any claim based thereon, or upon any obligation,
covenant or agreement of this Indenture, against any incorporator, stockholder, officer or
director, as such, past, present or future of the Company or of any successor corporation, either
directly or indirectly through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment or penalty or
otherwise; it being expressly agreed and understood that this Indenture and all the Securities are
solely corporate obligations, and that no personal liability whatever shall attach to, or is
incurred by, any incorporator, stockholder, officer or director, past, present or future, of the
Company or of any successor corporation, either directly or indirectly through the Company or any
successor corporation, because of the incurring of the indebtedness hereby authorized or under or
by reason of any of the obligations, covenants or agreements contained in this Indenture or in any
of the Securities, or to be implied herefrom or therefrom; and that all such personal liability is
hereby expressly released and waived as a condition of, and as part of the consideration for, the
execution of this Indenture and the issue of the Securities.



-10-









 





     Section 1.08 Conflict with Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with any provision deemed to be included in this Indenture by any of the
provisions of the Trust Indenture Act, such deemed-included provision shall control.



     Section 1.09 Effect of Headings and Table of Contents. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not affect the
construction hereof.



     Section 1.10 Successors and Assigns. All covenants and agreements in this Indenture
by the Company shall bind its successors and assigns, whether so expressed or not.



     Section 1.11 Separability Clause. In case any provision in this Indenture or in any
Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof or of any Securities shall not in any way be affected or impaired
thereby.



     Section 1.12 Benefits of Indenture. Nothing in this Indenture or in the Securities,
expressed or implied, shall give to any Person, other than the parties hereto and their successors
hereunder, and the Holders of the Securities, any benefit or any legal or equitable right, remedy
or claim under this Indenture.



     Section 1.13 Governing Law. This Indenture and each Security shall be deemed to be a
contract made under the laws of the State of New York and this Indenture and each Security for all
purposes shall be governed by and construed in accordance with the laws of the State of New York,
without regard to conflicts of laws principles thereof.



     Section 1.14 Cross References. All references herein to “Articles” and other
subdivisions are to the corresponding Articles or other subdivisions of this Indenture; and the
words “herein” “hereof” “hereby” “hereunder” “hereinbefore” and “hereinafter” and other words of
similar purport refer to this Indenture generally and not to any particular Article, Section or
other subdivision hereof.



     Section 1.15 Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall together constitute
but one and the same instrument.



     Section 1.16 Legal Holidays. In any case where any Interest Payment Date, Redemption
Date or Stated Maturity of a Security of any series is not a Business Day at the relevant Place of
Payment with respect to Securities of such series, then notwithstanding any other provision of this
Indenture or the Securities, payment of interest, if any, or principal and premium, if any, with
respect to such Security need not be made at such Place of Payment on such date but may be made on
the next succeeding Business Day at such Place of Payment with the same force and effect as if made
on such Interest Payment Date or Redemption Date or at the Stated Maturity, and no interest shall
accrue on such payment for the period from and after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be.



     Section 1.17 Securities in Foreign Currencies. Whenever this Indenture provides for
any action by, or any distribution to, Holders of Securities denominated in Dollars and in any



-11-









 







Foreign Currency, in the absence of any provision to the contrary established as contemplated
by Section 3.01 for the Securities of any particular series, any amount in respect of any Security
denominated in a Foreign Currency shall be treated for any such action or distribution as that
amount of Dollars that could be obtained for such amount on such reasonable basis of exchange and
as of such date as the Company may specify in a Company Order.



     Section 1.18 Force Majeure. In no event shall the Trustee be responsible or liable
for any failure or delay in the performance of its obligations hereunder arising out of or caused
by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.



     Section 1.19 Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
TRANSACTION CONTEMPLATED HEREBY.



ARTICLE TWO

SECURITY FORMS




     Section 2.01 Forms Generally. The Securities of each series shall be in substantially
the forms as shall be established by or pursuant to Board Resolution or 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 or any indenture supplemental
hereto, and may have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with any law or with any rules made
pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their execution of the
Securities.



     The definitive Securities of each series shall be printed, lithographed or engraved or
produced by any combination of these methods on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities, as evidenced by their
execution of such Securities.



     Section 2.02 Form of Certificate of Authentication. Thee Certificate of
Authentication on all Securities shall be in substantially the following form:



     This is one of the Securities of the series designated herein and referred to in the
within-mentioned Indenture.





-12-









 





	 	 	 	 	 
	 	[                    ], as Trustee

 	 
	 	By  	 	 
	 	 	Authorized Signatory 	 
	 
	 	 	or 	 



	 	 	 	 	 
	 	 	 
	 	By  	 	 
	 	 	[As Authenticating Agent] 	 
	 	 	 	 
	 	 	 
	 	By  	 	 
	 	 	[As Authorized Officer] 	 
	 	 	 	 
	 




     Section 2.03 Securities in Global Form. If any Security of a series is issuable as a
Global Security (in whole or in part), such Global Security may provide that it shall represent the
aggregate principal amount of Outstanding Securities of such series from time to time represented
thereby in the records of the Trustee or endorsed thereon and may also provide that the aggregate
principal amount of Outstanding Securities of such series represented thereby in the records of the
Trustee or endorsed thereon may from time to time be reduced or increased. Any change in the
records of the Trustee or any endorsement of a Global Security to reflect the aggregate principal
amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby
shall be made by the Trustee in accordance with provisions established as contemplated by Section
3.01.



ARTICLE THREE

THE SECURITIES




     Section 3.01 Amount Unlimited; Issuable in Series. The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is unlimited.



     The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution or one or more indentures supplemental hereto, prior to the issuance of any
Securities of any series:



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



     (b) any limit upon the aggregate principal amount of the Securities of such series which may
be authenticated and delivered under this Indenture (except for Securities authenticated and
delivered pursuant to Section 3.05, 3.06, 3.07, 4.07, or 11.07 hereof);



     (c) the date or dates, or the method by which such date or dates will be determined or
extended, on which the principal of and premium, if any, on the Securities of such series is
payable;



     (d) the Persons to whom interest on Securities of such series shall be payable, if other than
the Persons in whose names such Securities are registered at the close of business on the record
date for such interest;



     (e) the rate or rates, or the method to be used in determining the rate or rates, at which the
Securities of such series shall bear interest, if any, the date or dates from which such interest
shall accrue or the method by which such date or dates shall be determined, the Interest Payment
Dates on which such interest shall be payable and, if other than as set forth in Section



-13-









 




3.08 hereof, the record date for the determination of Holders to whom such interest is
payable, and the basis upon which Interest shall be calculated if other than as set forth in
Section 3.11;




     (f) the place or places at which (i) the principal of and premium, if any, and interest, if
any, on Securities of such series shall be payable if other than as set forth in the third sentence
of Section 12.02, (ii) registration of transfer of Securities of such series may be effected, (iii)
exchanges of Securities of such series may be effected and (iv) notice and demands to or upon the
Company in respect of the Securities of such series and this Indenture may be served; and if such
is the case, that the principal of such Securities shall be payable without the presentment or
surrender thereof;



     (g) the price or prices at which, the period or periods within which and the terms and
conditions upon which Securities of such series may be redeemed, in whole or in part, at the option
of the Company, at the option of a Holder or otherwise;



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



     (i) if other than Dollars, the Foreign Currency or Foreign Currencies in which payment of the
principal of and premium, if any, and interest, if any, on the Securities of such series shall be
payable or in which such Securities will be denominated;



     (j) if the principal of and premium, if any, or interest, if any, on the Securities of such
series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency
(including a composite currency) other than that in which such Securities are stated to be payable,
the period or periods within which, and the terms and conditions upon which, such election may be
made;



     (k) if denominated or payable in any coin or currency, including composite currencies, other
than Dollars, or if the terms of the Securities provide that the principal amount thereof payable
at maturity may be more or less than the principal face amount thereof at original issuance, the
method by which the Securities of such series shall be valued, which may be any reasonable method,
against the Securities of all other series for voting, the giving of any request, demand,
authorization, direction, notice, consent or waiver, distribution and all other purposes hereof and
any provisions required for purposes of applying Sections 6.01 and 6.02 hereof;



     (l) if the amount of payments of principal of and premium, if any, or interest, if any, on the
Securities of such series may be determined with reference to an index, the formula or other method
(which may be based on one or more currencies (including a composite currency), commodities, equity
indices or other indices), and the manner in which such amounts shall be determined;



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



-14-









 





     (n) if other than the principal amount thereof, the portion of the principal amount of
Securities of such series which shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 7.02 hereof or the method by which such portion shall be determined;



     (o) any addition to, or modification or deletion of, any Event of Default or any covenant of
the Company specified herein with respect to the Securities of such series;



     (p) if other than the rate of interest stated in the title of the Securities of such series,
the applicable Overdue Rate;



     (q) if the Securities of such series do not bear interest, the applicable dates for purposes
of Section 9.01 hereof;



     (r) the inapplicability to the Securities of such series of Section 6.02 relating to
satisfaction, discharge and defeasance of Securities or, if applicable, any modification to Section
6.02 with respect to the Securities of such series;



     (s) if other than [                    ] is to act as Trustee for the Securities of such series, the
name and Corporate Trust Office of such Trustee;



     (t) whether the Securities of such series shall be issued in whole or in part in the form of a
Global Security or Securities and, in such case the terms and conditions, if any, upon which such
Global Security or Securities may be exchanged in whole or in part for other definitive Securities,
the Depositary for such Global Security or Securities (which shall be a clearing agency registered
under the Exchange Act, or any other applicable statute or regulation, to the extent required
thereunder), whether such Global Security shall be permanent or temporary, any limitations on the
rights of the Holder or Holders to transfer or exchange the same or to obtain the registration of
transfer thereof in addition to or in lieu of those set forth in Section 3.05, any limitations on
the rights of the Holder or Holders thereof to obtain certificates in definitive form, and, the
provisions for determining the aggregate principal amount of Outstanding Securities from time to
time represented thereby and any and all matters incidental to such Global Security or Securities;



     (u) if the Securities of such series may be converted into or exchanged for other securities
of the Company or any other Persons, the terms and conditions pursuant to which the Securities of
such series may be converted or exchanged;



     (v) if the principal of or premium, if any, or interest, if any, on the Securities of such
series are to be payable, at the election of the Company or a Holder thereof, in securities or
other property, the type and amount of such securities or other property, or the method by which
such amount shall be determined, and the periods within which, and the terms and conditions upon
which, any such election may be made;



     (w) if the Securities of any such series are to be issuable as bearer securities, any and all
matters incidental thereto;



     (x) if the Securities of such series are to be issued upon the exercise of a warrant or right,
the time, manner and place for such Securities to be authenticated and delivered; and



-15-









 





     (y) any and all other terms of the Securities of such series including any terms which may be
required by or advisable under United States laws or regulations or advisable in connection with
the marketing of Securities of that series.



     All Securities of any one series shall be substantially identical except as to principal
amount and except as may otherwise be established as contemplated by this Section 3.01.



     Securities of any particular series may be issued at various times, with different dates on
which the principal or any installment of principal is payable, with different rates of interest,
if any, or different methods by which rates of interest may be determined, with different dates on
which such interest may be payable and with different redemption dates. Unless otherwise provided,
a series may be reopened for issuances of additional Securities of such series.



     Section 3.02 Denominations. Unless otherwise established as contemplated by Section
3.01, the Securities of each series shall be issuable only in registered form without coupons in
such denominations as shall be established as contemplated by Section 3.01 or in the absence
thereof, in denominations of $1,000 and any integral multiple thereof.



     Section 3.03 Authentication and Dating. At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of any series executed
by the Company to the Trustee for authentication. Except as otherwise provided in this Article, the
Trustee shall thereupon authenticate and deliver, or cause to be authenticated and delivered, said
Securities pursuant to a Company Order. In authenticating (or causing authentication of) such
Securities, and accepting the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be provided with, prior to the authentication of such Securities, and
(subject to Sections 8.01 and 8.03 hereof) shall be fully protected in conclusively relying upon:



     (a) a Board Resolution relating thereto and, if applicable, an appropriate record of any
action taken pursuant to such resolution, in each case certified by the Secretary or an Assistant
Secretary of the Company;



     (b) an executed supplemental indenture, if any, relating thereto;



     (c) an Officer’s Certificate setting forth the form and terms of the Securities of such series
as established as contemplated by Sections 2.01 and 3.01 hereof (to the extent not set forth in the
documents delivered pursuant to Subsection 3.03(a) or 3.03(b)) and stating that all conditions
precedent provided for in this Indenture relating to the issuance of such Securities have been
complied with, that no Event of Default with respect to the Securities of any Series has occurred
and is continuing and that the issuance of such Securities is not and will not result in (i) an
Event of Default or an event or condition which, upon the giving of notice or the lapse of time or
both, would become an Event of Default or (ii) a default under the provisions of any other
instrument or agreement by which the Company is bound; and



     (d) an Opinion of Counsel stating



-16-









 






     (i) that the form and terms of such Securities have been established as contemplated by
Sections 2.01 and 3.01 in conformity with the provisions of this Indenture; and




     (ii) that such Securities, when executed and delivered by the Company, and
authenticated and delivered by or on behalf of the Trustee in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute legal, valid and binding
obligations of the Company, enforceable in accordance with their terms, subject to
bankruptcy, insolvency, reorganization and other laws of general applicability relating to
or affecting the enforcement of creditors’ rights, to general principles of equity and to
such other qualifications as such counsel shall conclude do not materially affect the rights
of Holders of such Securities.



     The Trustee shall have the right to decline to authenticate and deliver, or cause to be
authenticated and delivered, any Securities under this Section 3.03 if the Trustee, being advised
by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith
shall determine that such action would expose the Trustee to personal liability to existing Holders
or would otherwise adversely affect its rights, duties, obligations or immunities hereunder.



     Unless otherwise provided in the form of Securities of any particular series, each Security
shall be dated the date of its authentication.



     Section 3.04 Execution of Securities. The Securities shall be signed in the name and
on behalf of the Company by the manual or facsimile signatures of its Chairman of the Board, any
one of its Vice Chairmen, its President, its Chief Executive Officer, its Chief Financial Officer,
or any one of its Vice Presidents, under its corporate seal (which may be printed, engraved or
otherwise reproduced thereon, by facsimile or otherwise) and attested to by its Secretary or any
one of its Assistant Secretaries, whose signatures may be manual or facsimile. Only such Securities
as shall bear thereon a certificate of authentication substantially in the form hereinbefore
recited, executed by or on behalf of the Trustee by manual signature, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by or on
behalf of the Trustee upon any Security executed by the Company shall be conclusive evidence that
the Security so authenticated has been duly authenticated and delivered hereunder and that the
Holder is entitled to the benefits of this Indenture.



     In case any officer of the Company who shall have signed any of the Securities shall cease to
be such officer before the Securities so signed shall have been authenticated and delivered by or
on behalf of the Trustee, or disposed of by the Company, such Securities nevertheless may be
authenticated and delivered or disposed of as though the person who signed such Securities had not
ceased to be such officer of the Company; and any Security may be signed on behalf of the Company
by such persons as, at the actual date of the execution of such Security, shall be the proper
officers of the Company, although at the date of the execution of this Indenture any such person
was not such an officer.



     Section 3.05 Exchange and Registration of Transfer of Securities. Securities of any
series (except for Global Securities, which may only be exchanged in limited circumstances



-17-









 







described below) may be exchanged for a like aggregate principal amount of Securities of the
same series of other authorized denominations. Unless otherwise established as contemplated by
Section 3.01, Securities to be exchanged shall be surrendered at any of the offices or agencies of
the Company maintained as provided in Section 12.02 hereof for such purpose, and the Company shall
execute and register, or cause to be registered, and the Trustee shall authenticate and deliver, or
cause to be authenticated and delivered, in exchange therefor the Security or Securities which the
Holder making such exchange shall be entitled to receive.



     Unless otherwise established as contemplated by Section 3.01, the Company shall keep at the
office or agency in the same city in which the Corporate Trust Office of the Trustee is located, a
register for the Securities of each series issued hereunder (the register maintained at such office
or agency and at any other office or agency of the Company in a Place of Payment being herein
collectively referred to as the “Securities Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of Securities of
such series and registration of transfer of such Securities as provided in this Article. Such
Securities Register shall be in written form or in any other form capable of being converted into
written form within a reasonable time. The Trustee is hereby initially appointed “Securities
Registrar” for the purpose of registering Securities and registering transfers of Securities as
herein provided. Upon due presentment for registration of transfer of any Security of any series at
any of the offices or agencies of the Company maintained as provided in Section 12.02 hereof for
such purpose, the Company shall execute and register, or cause to be registered, and the Trustee
shall authenticate and deliver, or cause to be authenticated and delivered, in the name of the
transferee or transferees a new Security or Securities of the same series in authorized
denominations for an equal aggregate principal amount.



     Every Security issued upon registration of transfer or exchange of Securities pursuant to this
Section 3.05 shall be the valid obligation of the Company, evidencing the same debt, and entitled
to the same benefits under this Indenture, as the Security or Securities surrendered upon
registration of such transfer or exchange.



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



     No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.07, 4.07 or 11.07 hereof not involving any
transfer.



     The Company shall not be required (a) to issue, register the transfer of or exchange any
Security of any series during a period beginning at the opening of business 15 days before the day
of the mailing of a notice of redemption of Securities of such series and ending at the close of
business on the day of such mailing or (b) to register the transfer of or exchange any Security



-18-









 







selected for redemption in whole or in part, except, in the case of any Security to be
redeemed in part, the portion thereof not to be redeemed.



     Each Global Security authenticated under this Indenture shall be registered in the name of the
Depositary designated for such Global Security or a nominee thereof and delivered to such
Depositary or a custodian therefor, and each such Global Security shall constitute a single
Security for all purposes of this Indenture. Notwithstanding the foregoing and except as otherwise
specified as contemplated by Section 3.01, no Global Security shall be registered for transfer or
exchange, or authenticated or delivered, pursuant to this Section 3.05 or Sections 3.06, 3.07, 4.07
or 11.07 in the name of a Person other than the Depositary for such Security or its nominee until
(i) the Depositary with respect to a Global Security notifies the Company in writing that it is
unwilling or unable to continue as Depositary for such Global Security or the Depositary ceases to
be a clearing agency registered under the Exchange Act or other applicable statute or regulation if
required thereunder, and the Company notifies the Trustee that it is unable to locate a qualified
successor Depositary, (ii) the Company executes and delivers to the Trustee a Company Order that
such Global Security shall be so transferable and exchangeable or there shall have occurred and be
continuing an Event of Default with respect to the Securities of such Series. Upon the occurrence
in respect of any Global Security of any series of any one or more of the conditions specified in
clauses (i), (ii) or (iii) of the preceding sentence or such other conditions as may be specified
as contemplated by Section 3.01 for such series, such Global Security may be registered for
transfer or exchange for Securities registered in the names of, or authenticated and delivered to,
such Persons as the Depositary with respect to such series shall instruct the Trustee in writing.
The Trustee, upon receipt of such instruction, will authenticate and deliver Securities of such
series of like tenor and terms in definitive form in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such series in exchange for such
Global Security or Securities.



     Except as provided in the preceding paragraph, any Security authenticated and delivered upon
registration of transfer or, or in exchange for, or in lieu of, any Global Security or any portion
thereof, whether pursuant to this Section 3.05, Section 3.06, 3.07, 4.07 or 11.07 or otherwise,
shall also be a Global Security. Notwithstanding any other provision of this Indenture, a Global
Security may not be transferred except as a whole by the Depositary for such Global Security to a
nominee of such Depositary or to another Depositary or a nominee thereof or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or to another Depositary or a
nominee thereof.



     Upon such terms established as contemplated by Section 3.01 with respect to the Securities of
any series, the Depositary for the Securities of such series may surrender a Global Security for
such series in exchange in whole or in part for Securities of such series of like tenor and terms
and in definitive form. Thereupon the Company shall execute, and the Trustee upon receipt of a
Company Order shall authenticate and deliver, without service charge, (i) to the Depositary or to
each Person specified by such Depositary a new Security or Securities of the same series, of like
tenor and terms in definitive form and of any authorized denomination as requested by such Person
in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the
Global Security, and (ii) to such Depositary a new Global Security of like tenor and terms and in a
principal amount equal to the difference, if any, between



-19-









 







the principal amount of the surrendered Global Security and the aggregate principal amount of
Securities delivered pursuant to clause (i).



     Upon the exchange of a Global Security for Securities in definitive form, such Global Security
shall be cancelled by the Trustee. Definitive Securities issued in exchange for a Global Security
pursuant to this Section shall either be in global form, established as contemplated by Sections
2.01 and 3.01, or shall be registered in such names and in such authorized denominations and
delivered to the Depositary or to such Persons at such addresses as the Depositary for such Global
Security, pursuant to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee in writing.



     Section 3.06 Mutilated, Destroyed, Lost or Stolen Securities. In case any temporary
or definitive Security of any series shall become mutilated or be destroyed, lost or stolen, and in
the absence of notice to the Company or the Trustee that such Security has been acquired by a bona
fide purchaser, the Company in the case of a mutilated Security shall, and in the case of a lost,
stolen or destroyed Security may in its discretion, execute, and upon a Company Request the Trustee
shall authenticate and deliver, or cause to be authenticated and delivered, a new Security of the
same series bearing a number, letter or other distinguishing symbol not contemporaneously
outstanding, in exchange and substitution for the mutilated Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen, or if any such Security shall have
become due and payable or shall be about to become due and payable, instead of issuing a
substituted Security, the Company may pay or authorize the payment of the same without surrender
thereof (except in the case of a mutilated Security). In every case the applicant for a substituted
Security shall furnish to the Company and to the Trustee such security or indemnity as may be
required by them to save each of them harmless, and, in every case of destruction, loss or theft,
the applicant shall also furnish to the Company and to the Trustee evidence to their satisfaction
of the destruction, loss or theft of such Security and of the ownership thereof.



     Upon the issuance of any substituted Security under this Section 3.06, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of the Trustee and any
Authenticating Agent) connected therewith.



     Every substituted Security of any series issued pursuant to the provisions of this Section
3.06 by virtue of the fact that any Security of such series is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not the destroyed, lost
or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other Securities of that
series duly issued hereunder. All Securities shall be held and owned upon the express condition
that the foregoing provisions of this Section 3.06 are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities and shall preclude (to the extent
lawful) any and all other rights or remedies with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.



     Section 3.07 Temporary Securities. Pending the preparation of definitive Securities
of any series the Company may execute and the Trustee shall authenticate and deliver, or cause to



-20-









 







be authenticated and delivered, temporary Securities of such series (printed, lithographed,
typewritten, mimeographed or otherwise produced). Temporary Securities shall be issuable in any
authorized denomination and substantially in the form of the definitive Securities in lieu of which
they are issued but with such omissions, insertions and variations as may be appropriate for
temporary Securities, all as may be determined by the Company with the concurrence of the Trustee.
Every such temporary Security shall be executed by the Company and shall be authenticated by or on
behalf of Trustee upon the same conditions and in substantially the same manner, and with the same
effect, as the definitive Securities in lieu of which they are issued. Without unreasonable delay
the Company will execute and deliver to the Trustee definitive Securities of such series and
thereupon any or all temporary Securities of such series may be surrendered in exchange therefor,
at any of the offices or agencies of the Company maintained as provided in Section 12.02 hereof for
such purpose, and the Trustee shall authenticate and deliver, or cause to be authenticated and
delivered, in exchange for such temporary Securities an equal aggregate principal amount of
definitive Securities of such series. Such exchange shall be made by the Company at its own expense
and without any charge therefor except that in case of any such exchange involving any registration
of transfer the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series authenticated and delivered hereunder.
Notwithstanding the foregoing provisions of this Section 3.07, Global Securities may remain in
temporary form and, unless otherwise established as contemplated by Section 3.01, shall not be
exchangeable for definitive Global Securities.



     Section 3.08 Payment of Interest; Interest Rights Preserved. The Holder at the close
of business on any record date with respect to any Interest Payment Date shall be entitled to
receive the interest, if any, payable on such Interest Payment Date notwithstanding the
cancellation of such Securities upon any transfer or exchange subsequent to the record date and
prior to such Interest Payment Date. Except as otherwise established as contemplated by Section
3.01 for Securities of a particular series, the term “record date” as used in this Section 3.08
with respect to any Interest Payment Date, shall mean the last day of the calendar month preceding
such Interest Payment Date if such Interest Payment Date is the fifteenth day of the calendar
month, and shall mean the fifteenth day of the calendar month preceding such Interest Payment Date
if such Interest Payment Date is the first day of the calendar month, whether or not such day shall
be a Business Day.



     If and to the extent the Company shall default in the payment of the interest due on such
Interest Payment Date, such defaulted interest (herein called “Defaulted Interest”) shall forthwith
cease to be payable to the registered Holder on such record date by virtue of having been such
Holder; and such Defaulted Interest shall be paid by the Company, at its election in each case, as
provided in clause (a) or (b) below:



     (a) The Company may make payment of any Defaulted Interest to the Holders entitled thereto at
the close of business on a subsequent record date established in the following manner. The Company
shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each
applicable Security and the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make



-21-









 







arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Holders entitled to
such Defaulted Interest as in this clause (a) provided. Thereupon the Trustee shall fix a record
date for the payment of such Defaulted Interest which shall not be more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company
of such record date and, in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the record date therefor to be mailed, first-class
postage prepaid, to each Holder entitled thereto at his address as it appears on the Securities
Register, not less than 10 days prior to such record date. Notice of the proposed payment of such
Defaulted Interest and the record date therefore having been mailed as aforesaid, such Defaulted
Interest shall be paid to the Holders of applicable Securities at the close of business on such
record date (notwithstanding the cancellation of such Securities upon any transfer or exchange
subsequent to such record date and prior to such payment) and shall no longer be payable pursuant
to the following clause (b).



     (b) The Company may make payment of any Defaulted Interest on the Securities of any series in
any other lawful manner not inconsistent with the requirements of any securities exchange on which
the Securities of such series may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to
this clause (b), such manner of payment shall be deemed practicable by the Trustee. Subject to the
foregoing provisions of this Section 3.08, each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.



     Section 3.09 Persons Deemed Owners. Prior to the due presentment for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name any Security is registered as the owner of such Security for the purpose of receiving
payment of principal of and premium, if any and (subject to Section 3.08 hereof) interest, if any,
on such Security and for all other purposes whatsoever, whether or not such Security be overdue,
and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected
by notice to the contrary.



     None of the Company, the Trustee, any Paying Agent or the Securities Registrar shall have any
responsibility or liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests and they shall be protected in acting
or refraining from acting on any such information provided by the Depositary.



     Section 3.10 Cancellation. All Securities surrendered for the purpose of payment,
redemption, exchange or registration of transfer or for credit against any sinking fund shall, if
surrendered to the Company or any Paying Agent or any Securities Registrar, be surrendered to the
Trustee and promptly cancelled by it, or, if surrendered to the Trustee, shall be promptly
cancelled by it, and no Securities shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Indenture. The Trustee shall dispose of cancelled Securities in
accordance with its customary procedures. If the Company shall acquire any of the Securities,



-22-









 







however, such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are surrendered to the
Trustee for cancellation.



     Section 3.11 Computation of Interest. Except as otherwise established as contemplated
by Section 3.01 hereof for Securities of any series, interest on the Securities shall be computed
on the basis of a 360-day year of twelve 30-day months.



     Section 3.12 CUSIP Numbers. The Company in issuing the Securities may use “CUSIP”
numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of
redemption as a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Securities or
as contained in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall not be affected by
any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing
of any change in the “CUSIP” numbers.



-23-









 





ARTICLE FOUR

REDEMPTION OF SECURITIES




     Section 4.01 Applicability of Article. The provisions of this Article shall be
applicable to all Securities which are redeemable before their Stated Maturity except as otherwise
established as contemplated by Section 3.01 hereof for Securities of any series.



     Section 4.02 Election to Redeem; Notice to Trustee. The election of the Company to
redeem any Securities of any series shall be evidenced by or pursuant to a Board Resolution. In
case of any redemption at the election of the Company of the Securities of a series, the Company
shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee) deliver to the Trustee an Officer’s Certificate setting forth
such Redemption Date and the principal amount of Securities of such series to be redeemed and
stating that no default in payment of interest or Event of Default has occurred and is continuing
with respect to the Securities of such series.



     Section 4.03 Selection by Trustee of Securities to Be Redeemed. If less than all the
Securities of any series are to be redeemed, the particular Securities of such series to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from
the Outstanding Securities of such series not previously called for redemption, by such method as
the Trustee shall deem fair and appropriate (which is in compliance with the requirements of any
national securities exchange on which such Securities are listed) and which may provide for the
selection for redemption of portions (equal to the minimum authorized denomination for Securities
of such series or any integral multiple thereof) of the principal of Securities of a denomination
greater than the minimum authorized denomination for Securities of such series.



     The Trustee shall promptly notify the Company in writing of the Securities selected for
redemption and, in the case of any Security 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, whether or not such provisions so provide.



     Section 4.04 Notice of Redemption. Notice of redemption shall be given electronically
or by mailing first-class, postage prepaid, not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at its address appearing in the
Securities Register. Neither the failure to provide such notice, nor any defect in any notice so
provided, to any particular Holder shall affect the sufficiency of such notice with respect to
other Holders.



     All notices of redemption shall state:



-24-









 





     (a) the Redemption Date,



     (b) the Redemption Price, and accrued interest, if any,



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



     (d) that on the Redemption Date the Redemption Price, together with accrued interest, if any,
to the Redemption Date, will become due and payable upon each such Security, and that interest
thereon shall cease to accrue from and after said date,



     (e) the place where such Securities are to be surrendered for payment of the Redemption Price,
and accrued interest, if any,



     (f) that the redemption is for a sinking fund, if that be the case, and



     (g) the applicable CUSIP number, if any.



     Notice of redemption of the Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of
the Company.



     Section 4.05 Deposit of Redemption Price. On or before any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 12.03 hereof) an amount of
money sufficient to pay the Redemption Price of, and accrued interest, if any, on, all the
Securities or portions thereof which are to be redeemed on that date.



     Section 4.06 Securities Payable on Redemption Date. Notice of redemption having been
given as aforesaid, the Securities or portions thereof so to be redeemed shall, on the Redemption
Date, become due and payable at the Redemption Price thereof together with accrued interest, if
any, thereon to the Redemption Date, and from and after such date (unless the Company shall default
in the payment of the Redemption Price and such accrued interest, if any) such Securities or
portions thereof shall cease to bear interest. Upon surrender of such Securities for redemption in
accordance with said notice such Securities or specified portions thereof shall be paid by the
Company at the Redemption Price, together with any accrued interest to the Redemption Date.
Installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities registered as such on the relevant record dates according
to their terms and the provisions of Section 3.08 hereof.



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



     Section 4.07 Securities Redeemed in Part. Security of any series which is to be
redeemed only in part shall be surrendered at the Place of Payment (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory



-25-









 







to the Company and the Trustee duly executed by, the Holder thereof or its attorney duly
authorized in writing) and the Company shall execute and the Trustee shall authenticate and
deliver, or cause to be authenticated and delivered, to the Holder of such Security without service
charge, a new Security or Securities of the same series of any authorized denomination as requested
by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of
the principal amount of the Security so surrendered.



ARTICLE FIVE

SINKING FUNDS




     Section 5.01 Applicability of Article. The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities except as otherwise established as
contemplated by Section 3.01 for Securities of any series.



     The minimum amount of any sinking fund payment established as contemplated by Section 3.01 for
Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any
permitted payment in excess of such minimum amount established as contemplated by Section 3.01 for
Securities of any series is herein referred to as an “optional sinking fund payment.”



     Section 5.02 Satisfaction of Mandatory Sinking Fund Payments with Securities. In lieu
of making all or any part of any mandatory sinking fund payment with respect to any Securities of a
series in cash, the Company may at its option (a) deliver to the Trustee Securities of that series
theretofore purchased or otherwise acquired by the Company, or (b) receive credit for the principal
amount of Securities of that series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Securities; provided that such Securities have not been
previously so credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption through operation of
the sinking fund and the amount of such mandatory sinking fund payment shall be reduced
accordingly.



     Section 5.03 Redemption of Securities for Sinking Fund. Not less than 60 days prior
to each sinking fund payment date for the Securities of any series, the Company will deliver to the
Trustee a certificate signed by the Treasurer or any Assistant Treasurer of the Company specifying
the amount of such next ensuing mandatory sinking fund payment, the portion thereof, if any, which
is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of such series pursuant to Section 5.02 (which Securities will
accompany such certificate) and whether the Company intends to make any permitted optional sinking
fund payment in connection therewith. Such certificate shall also state that no Event of Default
has occurred and is continuing with respect to Securities of such series. Such certificate shall be
irrevocable and upon its delivery the Company shall be obligated to make the cash payment or
payments therein referred to, if any, on or before the next succeeding sinking fund payment date.
In the case of the failure of the Company to deliver such certificate when due (or to deliver the
Securities specified in this Section 5.03) the sinking fund payment due on the next succeeding
sinking fund payment date for Securities of that series shall be paid entirely in cash and shall be
sufficient to redeem the principal amount of such Securities



-26-









 







subject to a mandatory sinking fund payment without the option to deliver or credit Securities
as provided in Section 5.02 and without the right to make any optional sinking fund payment, in
connection therewith.



     Any sinking fund payment or payments (mandatory or optional) with respect to the Securities of
any particular series made in cash plus any unused balance of any preceding sinking fund payments
with respect to Securities of such series made in cash which shall equal or exceed $100,000 or the
equivalent thereof in the Foreign Currency in which such series is denominated (or a lesser sum if
the Company shall so request) shall be applied by the Trustee on the sinking fund payment date on
which such payment is made (or, if such payment is made before a sinking fund payment date, on the
sinking fund payment date following the date of such payment) to the redemption of such Securities
at the Redemption Price specified in such Securities for operation of the sinking fund together
with accrued interest, if any, to the date fixed for redemption. Any sinking fund moneys not so
applied or allocated by the Trustee to the redemption of such Securities shall be added to the next
cash sinking fund payment received by the Trustee for Securities of such series and, together with
such payment, shall be applied in accordance with the provisions of this Section 5.03. Any and all
sinking fund moneys with respect to the Securities of any particular series held by the Trustee on
the last sinking fund payment date with respect to Securities of such series and not held for the
payment or redemption of particular Securities shall be applied by the Trustee, together with other
moneys, if necessary, to be deposited sufficient for the purpose, to the payment of the principal
of the Securities of such series at Maturity.



     The Trustee shall select the Securities to be redeemed upon such sinking fund payment date in
the manner specified in the first paragraph of Section 4.03 hereof and the Company shall cause
notice of the redemption thereof to be given in the manner provided in Section 4.04 hereof. Such
notice having been duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 4.06 and 4.07 hereof.



     On or before any sinking fund payment date, the Company shall deposit with the Trustee an
amount of money sufficient to pay any interest accrued to the Redemption Date for Securities or
portions thereof to be redeemed on such sinking fund payment date pursuant to this Section 5.03.



     The Trustee shall not redeem any Securities of any series with sinking fund moneys or mail any
notice of redemption of Securities of such series by operation of the sinking fund therefor during
the continuance of a default in payment of interest on Securities of such series or of any Event of
Default (other than an Event of Default occurring as a consequence of this paragraph) with respect
to Securities of such series, except that if the notice of redemption of any Securities of such
series shall theretofore have been mailed in accordance with the provisions hereof, the Trustee
shall redeem such Securities if cash sufficient for that purpose shall be deposited with the
Trustee for that purpose in accordance with the terms of this Article. Except as aforesaid, any
moneys in the sinking fund for Securities of such series at the time when any such default or Event
of Default shall occur and any moneys thereafter paid into such sinking fund shall, during the
continuance of such default or Event of Default, be held as security for the payment of such
Securities; provided, however, that in case such Event of Default or default shall have been cured
or waived as, provided herein, such moneys shall thereafter be applied on



-27-









 







the next sinking fund payment date for such Securities on which such moneys may be applied
pursuant to the provisions of this Section 5.03.



ARTICLE SIX

SATISFACTION AND DISCHARGE




     Section 6.01 Satisfaction and Discharge of Indenture. This Indenture shall cease to
be of further effect with respect to the Securities of any series (except as to the rights of
Holders of Outstanding Securities of such series to receive, from the trust funds described in
paragraph (a) of this Section 6.01, payment of the principal of, premium, if any, and interest, if
any, on such Outstanding Securities on the Stated Maturity of such principal, premium, if any, or
installment of interest, if any, the Company’s obligations with respect to such Outstanding
Securities of such series under Sections 3.05, 3.06, 6.05 and 12.02 as may be applicable to
Outstanding Securities of such series, and the rights, powers, trusts, duties, indemnities and
immunities of the Trustee hereunder), and the Trustee for the Securities of such series, on demand
of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture with respect to the Securities of such series, when



     (a) either




     (i) all the Securities of such series theretofore authenticated and delivered (other
than (A) Securities of such series which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 3.06 hereof and (B) Securities of such series
for whose payment money has theretofore been deposited with the Trustee or the Paying Agent
for the Securities of such series in trust or segregated and held in trust by the Company
and thereafter repaid to the Company or discharged from such trust, as provided in Section
6.05 hereof) have been delivered to such Trustee for cancellation; or




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



               (A) have become due and payable, or



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



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



     and the Company has deposited or caused to be deposited with such Trustee irrevocably as trust
funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the
Holders of all Outstanding Securities of such series, with reference to this Section 6.01, (i)
money in an amount in the currency in which the Securities of such series are denominated or (ii)
U.S. Government Obligations in the case of Securities denominated in Dollars or obligations issued
or guaranteed by the government which issued the currency in which the Securities of such series
are denominated in the case of Securities denominated in Foreign Currencies, which through the
payment of interest and principal in respect thereof in accordance with their terms



-28-









 







will provide, not later than the opening of business on the due date of any payment referred
to below, money in an amount in the currency in which the Securities of such series are
denominated, or




     (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof delivered to
the Trustee, to pay and discharge the entire indebtedness on all Outstanding Securities of
such series not theretofore delivered to such Trustee for cancellation, for principal (and
premium, if any) and interest, if any, to the date of such deposit (in the case of
Securities of such series which have become due and payable), or to the Stated Maturity or
Redemption Date, as the case may be;



     (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company
in connection with Outstanding Securities of such series, including all fees and expenses of the
Trustee for such series; and



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



     Notwithstanding the satisfaction and discharge of this Indenture with respect to the
Securities of any series, the obligations of the Company with respect to Securities of any other
series and to the Trustee for the Securities of such series under Section 8.07 hereof shall survive
such satisfaction and discharge, and the Trustee, on demand of the Company and at the cost and
expense of the Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture with respect to the applicable series.



     Section 6.02 Satisfaction, Discharge and Defeasance of Securities of any Series.
Unless otherwise established, as contemplated by Section 3.01, with respect to Securities of any
series, the Company shall, notwithstanding Section 6.01, be deemed to have paid and discharged the
entire indebtedness on all the Outstanding Securities of any such series from and after the
ninety-first day after the date of the deposit referred to in paragraph (a) below, the provisions
of this Indenture (except as to the rights of Holders of Outstanding Securities of such series to
receive, from the trust funds described in paragraph (a) below, payment of the principal of,
premium, if any, and interest, if any, on such Outstanding Securities on the Stated Maturity of
such principal, premium, if any, or installment of interest, if any, the Company’s obligations with
respect to such Outstanding Securities of such series under Sections 3.05, 3.06, 6.05 and 12.02 as
may be applicable to Outstanding Securities of such series, and the rights, powers, trusts, duties,
indemnities and immunities of the Trustee hereunder) shall no longer be in effect in respect of
Outstanding Securities of such series, and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of such indebtedness; provided
that the following conditions shall have been satisfied:



     (a) the Company is permitted pursuant to Article Thirteen to deposit or cause to be deposited
and has deposited or caused to be deposited with the Trustee irrevocably as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of the Holders of all
Outstanding Securities of such series, with reference to this Section 6.02, (i) money in an



-29-









 







amount in the currency in which the Securities of such series are denominated or (ii) U.S.
Government Obligations in the case of Securities denominated in Dollars or obligations issued or
guaranteed by the government which issued the currency in which the Securities are denominated in
the case of Securities denominated in Foreign Currencies, which through the payment of interest and
principal in respect thereof in accordance with their terms will provide, not later than the
opening of business on the due date of any payment referred to in this paragraph (a), money in an
amount in the currency in which the Securities of such series are denominated, or (iii) a
combination thereof, sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, to pay
and discharge the entire indebtedness on all Outstanding Securities of such series for principal,
premium, if any, and interest, if any, to the Stated Maturity as such principal, premium, if any,
or interest, if any, becomes due and payable in accordance with the term of this Indenture and the
Securities of such series.



     (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company
in connection with the Outstanding Securities of such series, including all fees and expenses of
the Trustee for such series; and



     (c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of the entire indebtedness on all Outstanding Securities of such series
have been complied with.



     Section 6.03 Application of Trust Money.



     Subject to the provisions of Section 6.05, all money, U.S. Government Obligations and other
government obligations deposited with the Trustee for the Securities of any series pursuant to
Section 6.01 or 6.02, and all money received by the Trustee in respect of U.S. Government
Obligations and such other government obligations deposited with the Trustee for the Securities of
any series pursuant to Section 6.01 or 6.02 shall be held in trust and applied by it, in accordance
with the provisions of the Securities of such series and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal of, premium, if any, and
interest, if any, on the Securities of such series; but such money need not be segregated from
other funds except to the extent required by law and the Trustee shall have no liability to pay
interest thereon or for the investment thereof. Money and securities so held in trust are not
subject to Article Thirteen.



     (a) The Trustee shall deliver or pay to the Company from time to time upon Company request any
U.S. Government Obligations, other government obligations or money held by it as provided in
Sections 6.01 and 6.02 which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, are then in
excess of the amount thereof which then would have been required to be deposited for the purpose
for which such U.S. Government Obligations, other government obligations or money were deposited or
received.



-30-









 





     Section 6.04 Paying Agent to Repay Moneys Held. Upon the satisfaction and discharge
of this Indenture all moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon demand of the Company, be repaid to it or paid to the appropriate Trustee, and
thereupon such Paying Agent shall be released from all further liability with respect to such
moneys.



     Section 6.05 Return of Unclaimed Moneys. Any moneys deposited with or paid to the
Trustee or any Paying Agent for the Securities of any series pursuant to this Article, or then held
by the Company, in trust for the payment of the principal of and premium, if any, or interest, if
any, on Securities of such series and not applied but remaining unclaimed by the Holders of
Securities of such series for two years after the date upon which the principal of and premium, if
any, or interest, if any, on such Securities, as the case may be, shall have become due and
payable, shall, unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property law, be repaid to the Company by such Trustee or any Paying Agent
on demand or (if then held by the Company) shall be discharged from such trust; and the Holder of
any such Securities entitled to receive such payment shall thereafter, as an unsecured general
creditor, look only to the Company for the payment thereof.



ARTICLE SEVEN

REMEDIES




     Section 7.01 Events of Default. “Event of Default” whenever used herein with respect
to Securities of any series means any one of the following events and such other events as may be
established with respect to the Securities of such series as contemplated by Section 3.01 hereof,
continued for the period of time, if any, and after the giving of notice, if any, designated herein
or therein, as the case may be, unless the same is either not applicable to the Securities of such
series or is deleted or modified in the terms of the Securities of such series established as
contemplated by Section 3.01 hereof:



     (a) default in the payment of any interest upon any Security of such series when the same
becomes due and payable, whether or not such payment shall be prohibited by Article Thirteen, and
continuance of such default for a period of 30 days, provided, however, that a valid extension of
an interest payment period by the Company in accordance with the terms of any indenture
supplemental hereto, shall not constitute a default in the payment of interest for this purpose; or



     (b) default in the payment of all or any part of the principal of (or premium, if any, on) any
Security of such series at its Maturity, whether or not such payment shall be prohibited by Article
Thirteen; or



     (c) default in the making or satisfaction of any sinking fund payment or analogous obligation
when the same becomes due and payable by the terms of the Securities of such series; or



     (d) default in the performance, or breach, of any covenant or warranty of the Company in
respect of the Securities of such series contained in this Indenture or in such Securities (other
than a covenant or warranty in respect of the Securities of such series a default



-31-









 







in whose performance or whose breach is elsewhere in this Section 7.01 specifically dealt
with) or established as contemplated by Section 3.01 hereof for the Securities of such series, and
continuance of such default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee for the Securities of such series, or
to the Company and such Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of such series, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or



     (e) the entry of a decree or order by a court having jurisdiction in the premises adjudging
the Company a bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the Company under Title
II of the United States Code as now constituted or hereafter amended (the Federal Bankruptcy Code”)
or any other applicable Federal or State law, or appointing a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Company or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days; or



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



     (g) any other Event of Default established as contemplated by Section 3.01 hereof for
Securities of such series.



     Section 7.02 Acceleration of Maturity; Rescission and Annulment. If an Event of
Default with respect to Securities of any series at the time outstanding occurs and is continuing,
then and in each and every such case, unless the principal of all of the Securities of such series
shall have already become due and payable, the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Securities of such series may declare the principal
amount (or, if the Securities of such series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of such series) of all the Securities of
such series to be due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration of acceleration the same shall become
immediately due and payable, anything in this Indenture or in the Securities of such series or any
resolution of the Board of Directors relating thereto contained to the contrary notwithstanding.



     At any time after such a declaration of acceleration has been made and before a judgment or
decree for payment of the money due has been obtained or entered as hereinafter in this Article
provided, the Holders of a majority in principal amount of the Outstanding Securities of



-32-









 







such series, by written notice to the Company and the Trustee, may waive all defaults with
respect to such Securities and rescind and annul such declaration and its consequences if:



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




     (i) all overdue installments of interest, if any, on all Securities of such series;




     (ii) the principal of (and premium, if any, on) any and all Securities of such series
which have become due otherwise than by such declaration of acceleration and interest
thereon at the Overdue Rate applicable to the Securities of such series;




     (iii) to the extent that payment of such interest is lawful, interest upon any overdue
installment of interest at the Overdue Rate applicable to the Securities of such series;




     (iv) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel
and other amounts owing the Trustee under Section 8.07; and



     (b) all Events of Default with respect to Securities of such series, other than the
non-payment of the principal of Securities which have become due solely by such acceleration, have
been cured or waived as provided in Section 7.13 or 12.09 hereof.



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



     Section 7.03 Collection of Indebtedness and Suits for Enforcement by Trustee. The Company
covenants that if



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



     (b) default is made in the payment of all or any part of the principal of (or premium, if any,
on) any Security of any series at the Maturity thereof, or



     (c) default is made in the making or satisfaction of any sinking fund payment or analogous
obligation when the same becomes due pursuant to the terms of the Securities of any series
established as contemplated by Section 3.01, the Company will, upon demand of the Trustee, pay to
the Trustee, for the benefit of the Holder of any such Security (or Holders of Securities of any
such series in the case of clause (c) above), the whole amount then due and payable on any such
Security (or Securities of any such series in the case of clause (c) above) for principal, premium,
if any, and interest, if any, with interest upon the overdue principal (and premium, if any) and,
to the extent that payment of such interest shall be legally enforceable, upon any overdue
installment of interest, at the Overdue Rate of any such Security (or Securities of any such series
in the case of clause (c) above); and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the reasonable



-33-









 







compensation, expenses, disbursements and advances of such Trustee, its agents and counsel,
and all other amounts owing the Trustee under Section 8.07.



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



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



     Section 7.04 Trustee May File Proofs of Claim. The Trustee (irrespective of whether
the principal of the Securities of any series shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise, in case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Securities of such series
or the property of the Company or of such other obligor or their creditors,




     (i) to file and prove a claim or claims for the whole amount of principal (or, if the
Securities of such series are Original Issue Discount Securities, such portion of the
principal amount as may be due and payable with respect to such series pursuant to a
declaration in accordance with Section 7.02 hereof), premium, if any, and interest, if any,
owing and unpaid in respect of the Securities of such series and to file such other papers
or documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and of the Holders of the Securities of such series
allowed in such judicial proceeding, and




     (ii) to collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same;



     and any 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 such Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts,
due the Trustee under Section 8.07 hereof.



-34-









 





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



     Section 7.05 Trustee May Enforce Claims without Possession of Securities. All rights
of action and claims under this Indenture or the Securities of any series may be prosecuted and
enforced by the Trustee without the possession of any of the Securities of such series or the
production thereof in any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been recovered.



     Section 7.06 Application of Money Collected. Any moneys collected by the Trustee
pursuant to this Article shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal (or premium, if any)
or interest, if any, upon presentation of the several Securities with respect to which such moneys
were collected, and the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid.




FIRST: To the payment of all amounts due the Trustee under Section
8.07 hereof.




SECOND: To holders of Senior Indebtedness of the Company to the
extent required by Article Thirteen;




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




FOURTH: The balance, if any, to the Company.



     Section 7.07 Limitation on Suits. No Holder of any Security of any series shall have
any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or
for the appointment of a receiver or trustee (or other similar official), or for any other remedy
hereunder, unless



     (a) an Event of Default shall have occurred and be continuing and such Holder previously shall
have given to the Trustee written notice of default with respect to the Securities of such series
and of the continuance thereof;



-35-









 





     (b) the Holders of not less than 25% in principal amount of the Outstanding Securities of such
series shall have made written request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;



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



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



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



     it being understood and intended that no one or more Holders of Securities of such series
shall have any right in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Holders of Securities of such
series, or to obtain or to seek to obtain priority or preference over any other such Holders or to
enforce any right under this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all the Holders of the Securities of such series (it being understood that the
Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances
are unduly prejudicial to such Holders).



     Section 7.08 Unconditional Right of Holders to Receive Principal, Premium and
Interest. Notwithstanding any other provision of this Indenture, the Holder of a Security of
any series shall have the right which is absolute and unconditional to receive payment of the
principal of (and premium, if any) and (subject to Section 3.08) interest, if any, on such Security
on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on
the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such Holder.



     Section 7.09 Restoration of Rights and Remedies. If the Trustee or any Holder has
instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding
has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee
or to such Holder, then and in every such case the Company, the Trustee and such Holder shall,
subject to any determination in such proceeding, be restored severally and respectively to their
former positions hereunder, and thereafter all rights and remedies of such Trustee and such Holder
shall continue as though no such proceeding had been instituted.



     Section 7.10 Rights and Remedies Cumulative. No right or remedy herein conferred upon
or reserved to the Trustee or to the Holders of the Securities of any series 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.



-36-









 





     Section 7.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of
the Holders of the Securities of any series to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this Article or by law to the
Trustee or to such Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by such Holders, as the case may be.



     Section 7.12 Control by Holders. The Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee, provided that



     (a) such direction shall not be in conflict with any rule of law or with this Indenture,
unduly prejudice the rights of the Holders or involve the Trustee in personal liability (it being
understood that the Trustee shall have no obligation to make any determination with respect to such
conflict, prejudice or liability), and



     (b) the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.



     Section 7.13 Waiver of Past Defaults. The Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may on behalf of the Holders of all
the Securities of such series waive any past default hereunder and its consequences, except a
default



     (a) in the payment of the principal of (or premium, if any) or interest, if any, on any
Security of such series, or in the payment of any sinking fund installment or analogous obligation
with respect to the Securities of such series, or



     (b) in respect of a covenant or provision hereof which under Article Eleven hereof 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 arising
therefrom shall be deemed to have been cured, for every purpose of this indenture; but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon.



     Section 7.14 Undertaking for Costs. All parties to this Indenture agree, and each
Holder of a Security by his acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in such suit, having due regard to the merits and good faith
of the claims or defenses made by such party litigant; but the provisions of this Section 7.14
shall not apply to any suit instituted by such Trustee, to any suit instituted by any Holder, or
group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder for the enforcement of the



-37-









 







payment of the principal of (or premium, if any) or interest, if any, on any Security on or
after the respective Stated Maturities expressed in such Security (or, in the case of redemption,
on or after the Redemption Date).



     Section 7.15 Waiver of Stay or Extension Laws. The Company covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.



ARTICLE EIGHT

THE TRUSTEE




     Section 8.01 Certain Duties and Responsibilities.



     (a) Except during the continuance of an Event of Default with respect to the Securities of any
series,




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




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



     (b) In case an Event of Default has occurred and is continuing with respect to the Securities
of any series, the Trustee shall exercise such of the rights and powers vested in it by this
Indenture with respect to the Securities of such series, 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 such person’s own affairs.



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




     (i) this Subsection shall not be construed to limit the effect of Subsection (a) of
this Section 8.01;



-38-









 






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




     (iii) the Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it in respect of the Securities of any series in good faith in
accordance with the direction of the Holders of a majority in principal amount of the
Outstanding Securities of such series pursuant to Section 7.12 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; and




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



     (d) Whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 8.01.



     Section 8.02 Notice of Defaults. Within 90 days after the occurrence of any default
hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all
Holders of the Securities of such series, as their names and addresses appear in the Securities
Register, notice of such default hereunder with respect to the Securities of such series known to
the Trustee, unless such default shall have been cured or waived; provided, however, that, except
in the case of a default in the payment of principal of (or premium, if any) or interest, if any,
on any Security of such series, or in the payment of any sinking fund installment or analogous
obligation in respect thereof, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determine that the withholding of such notice is
in the interest of such Holders; and provided, further, that in the case of any default of the
character specified in Section 7.01(d) hereof no such notice to Holders shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section 8.02, the term
“default” means any event which is, or after notice or lapse of time or both would become, an Event
of Default.



     Section 8.03 Certain Rights of Trustee. Subject to Section 8.01 hereof:



     (a) the Trustee may conclusively rely and shall be protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, coupon or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;



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



-39-









 





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



     (d) 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 by it hereunder in good faith in reliance thereon;



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



     (f) the Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or matters as it may see
fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally or by agent or
attorney at the sole cost of the Company and shall incur no liability or additional liability of
any kind by reason of such inquiry or investigation;



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



     (h) except with respect to Section 12.01, the Trustee shall have no duty to inquire as to the
performance of the Company with respect to covenants contained in Article Twelve. In addition, the
Trustee shall not be deemed to have knowledge of an Event of Default except (i) any default or
Event of Default occurring pursuant to Sections 12.01, 7.01(a) or 7.01(b) or (ii) any default or
Event of Default of which the Trustee shall have received written notification or obtained actual
knowledge;



     (i) delivery of reports, information and documents to the Trustee under Section 9.04 is for
informational purposes only and the Trustee’s receipt of the foregoing shall not constitute
constructive notice of any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of their covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officer’s Certificates);



     (j) in no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action;



-40-









 





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



     (l) the Trustee may request that the Company deliver a certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified actions pursuant to
this Indenture.



     Section 8.04 Not Responsible for Recitals or Issuance of Securities. The recitals
contained herein and in the Securities, except the certificates of authentication, shall be taken
as the statements of the Company, and the Trustee and any Authenticating Agent assume no
responsibility for their correctness. The Trustee and any Authenticating Agent make no
representations as to the validity or sufficiency of this Indenture or of the Securities. The
Trustee and any Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.



     Section 8.05 May Hold Securities. The Trustee, any Paying Agent, Securities
Registrar, Authenticating Agent or any other agent of the Company or the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Securities of any series and may
otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying
Agent, Securities Registrar, Authenticating Agent or such other agent.



     Section 8.06 Money Held in Trust. Money held by the Trustee in trust hereunder need
not be segregated from other funds except to the extent required by law. The Trustee shall be under
no liability for interest on or investment of any money received by it hereunder except as
otherwise agreed in writing with the Company and for the sole benefit of the Company.



     Section 8.07 Compensation and Reimbursement. The Company agrees



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



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



     (c) to indemnify the Trustee and its agents for, and to hold them harmless against, any and
all loss, liability, damage, claim or expense, including taxes, arising out of or in connection
with the acceptance or administration of this trust and performance of their duties hereunder,
including the costs and expenses (including fees and disbursements of their counsel) of defending
themselves against any claim (whether asserted by the Company, a Holder or any other person) or
liability in connection with the exercise or performance of any of their powers or duties
hereunder, except as to the Trustee or any agent to the extent any such loss, liability,



-41-









 







damage, claim or expense may be attributable to its own negligence, bad faith or willful
misconduct.



     As security for the performance of the obligations of the Company under this Section 8.07, the
Trustee shall have a lien prior to the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the payment of principal of (and premium, if
any) or interest, if any, on particular Securities. The provisions of this Section 8.07 shall
survive any Trustee succession and the satisfaction and discharge of this Indenture. “Trustee” for
purposes of this Section 8.07 shall include any predecessor trustee but the negligence, bad faith
or willful misconduct of any Trustee shall not affect the rights of any other Trustee under this
Section 8.07. When the Trustee incurs expenses or renders services after the occurrence of an
Event of Default specified in Section 7.01(e) or Section 7.01(f), the expenses (including the
reasonable charges and expenses of its counsel) and the compensation for the services are intended
to constitute expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar law.



     Section 8.08 Disqualification; Conflicting Interests. Reference is made to Section
310(b) of the Trust Indenture Act. For purposes of Section 310(b)(l) of the Trust Indenture Act no
Trustee shall be deemed to have a conflicting interest by virtue of being Trustee for the
Securities of more than one series.



     Section 8.09 Corporate Trustee Required; Different Trustees for Different Series;
Eligibility. There shall at all times be a Trustee hereunder for the Securities of each series
which shall be a corporation organized and doing business under the laws of the United States of
America or of any State or the District of Columbia authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to
supervision or examination by Federal or State authority, and, if there is such a corporation that
has a corporate trust office in the Borough of Manhattan, The City of New York, the State of New
York, or in such other city as shall be established as contemplated by Section 3.01 with respect to
the Securities of any series that is willing to act upon reasonable and customary terms, having a
corporate trust office in the Borough of Manhattan or such other city. If such corporation
publishes reports of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this Section 8.09, 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. A different Trustee may
be appointed by the Company for the Securities of each series prior to the issuance of such
Securities. If the initial Trustee for the Securities of any series is to be other than
[                    ], the Company and such Trustee shall, prior to the issuance of such Securities, execute
and deliver an indenture supplemental hereto, which shall provide for the appointment of such
Trustee as Trustee for the Securities of such series and shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in
such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that
each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust
or trusts hereunder administered by any other such Trustee. If at any time the Trustee for the
Securities of any series shall cease to be eligible in accordance with the provisions of this
Section



-42-









 




8.09, it shall resign immediately in the manner and with the effect hereinafter specified in
this Article.




     Section 8.10 Resignation and Removal; Appointment of Successor.



     (a) No resignation or removal of the Trustee for the Securities of any series and no
appointment of a successor Trustee for the Securities of such series pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee under Section 8.11
hereof.



     (b) The Trustee, or any Trustee or Trustees hereafter appointed for the Securities of any
series, may resign at any time with respect to the Securities of one or more or all such series by
giving written notice thereof to the Company. If an instrument of acceptance by a successor Trustee
for the Securities of any series shall not have been delivered to the Trustee for the Securities of
such series within thirty days after the giving of such notice of resignation, the resigning
Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the
appointment of a successor Trustee for the Securities of such series.



     (c) The Trustee for the Securities of any series may be removed at any time with respect to
one or more or all such series by Act of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of such one or more series (each voting as a class) delivered to such
Trustee and to the Company. If an instrument of acceptance by a successor Trustee for the
Securities of any series shall not have been delivered to the Trustee for the Securities of such
series within thirty days after the giving of such notice of removal, the Trustee to be removed may
petition, at the expense of the Company, any court of competent jurisdiction for the appointment of
a successor Trustee for the Securities of such series.



     (d) If at any time:




     (i) the Trustee for the Securities of any series shall fail to comply with Section
310(b) of the Trust Indenture Act with respect to the Securities of such series after
written request therefor by the Company or by any Holder of Securities of such series who
has been a bona fide Holder of a Security of such series for at least six months, or




     (ii) such Trustee shall cease to be eligible under Section 8.09 hereof and shall fail
to resign after written request therefore by the Company or by any such Holder of
Securities, or




     (iii) such Trustee shall become incapable of acting with respect to the Securities of
such series or shall be adjudged a bankrupt or insolvent or a receiver of such Trustee or of
its property shall be appointed or any public officer shall take charge or control of such
Trustee or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation,



     then, in any such case, (1) the Company by a Board Resolution may remove the Trustee, or (2)
subject to Section 7.14 hereof, any Holder of a Security of such series who has been a bona fide
Holder of such Security for at least six months may, on behalf of himself and all others



-43-









 







similarly situated, petition any court of competent jurisdiction for the removal of such
Trustee and the appointment of a successor Trustee for the Securities of such series.



     (e) If the Trustee for the Securities of any series shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for the Securities of any
series for any cause, the Company, by a Board Resolution, shall promptly appoint a successor
Trustee for the Securities of such series. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee for the Securities of such
series shall be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee for the Securities of such series and supersede the successor Trustee appointed
by the Company. If no successor Trustee for the Securities of such series shall have been so
appointed by the Company or such Holders and accepted appointment in the manner hereinafter
provided, any Holder who has been a bona fide Holder of a Security of such series for at least six
months may, on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee for the Securities of such series.



     (f) The Company shall give notice of each resignation and each removal of the Trustee for the
Securities of any series and each appointment of a successor Trustee for the Securities of such
series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders
of the Securities of such series as their names and addresses appear in the Securities Register.
Each notice shall include the name of such successor Trustee and the address of its Corporate Trust
Office.



     Section 8.11 Acceptance of Appointment by Successor. Every successor Trustee
appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring
Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring Trustee hereunder,
subject nevertheless to its lien, if any, provided for in Section 8.07 hereof. Upon request of any
such successor Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.



     In case of the appointment hereunder of a successor Trustee for the Securities of one or more
(but not all) series, the Company, the predecessor Trustee and each successor Trustee for the
Securities of any applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the predecessor Trustee for the Securities of any series
as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor
Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary



-44-









 







to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute
such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust
or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Trustee.



     No successor Trustee for the Securities of any series shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified under Section 310(b) of the
Trust Indenture Act and eligible under Section 8.09.



     Section 8.12 Merger, Conversion, Consolidation or Succession to Business. Any
corporation into which the Trustee for the Securities of any series may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which such Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of such Trustee, shall be the successor of the
Trustee for such series hereunder, provided such corporation shall be, with respect to such series,
otherwise qualified and eligible under this Article, without the execution or filing of any paper
or any further act on the part of any of the parties hereto. In case any Securities of any series
shall have been authenticated, but not delivered, by the Trustee for such series or an
Authenticating Agent for such series, then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee or Authenticating Agent, as the case may be, may adopt
such authentication and deliver the Securities so authenticated with the same effect as if such
successor Trustee or successor Authenticating Agent had itself authenticated such Securities.



     Section 8.13 Preferential Collection of Claims against Company. Reference is made to
Section 311 of the Trust Indenture Act, for purposes of which:




     (i) The term “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.




     (ii) The term “self-liquidating paper” means any draft, bill of exchange, acceptance or
obligation which is made, drawn, negotiated or incurred by the Company 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 with the Company arising from the making, drawing, negotiating or incurring of
the draft, bill of exchange, acceptance or obligation.



     Section 8.14 Authenticating Agent. The Trustee may appoint an Authenticating Agent
for the Securities of each series which shall be acceptable to the Company, to act on behalf of
such Trustee and subject to its direction in connection with the authentication of the Securities
of such series. Each Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States of America or of any State, authorized under such



-45-









 







laws to exercise corporate trust powers, having a combined capital and surplus of at least
$50,000,000, and subject to supervision or examination by Federal or State authority. If such
corporation publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the purposes of this
Section 8.14 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.



     Securities of any series authenticated by the Authenticating Agent for the Securities of such
series shall be entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee for the Securities of such series. Whenever
reference is made in this Indenture to the authentication and delivery of Securities of any series
by the Trustee or such Trustee’s certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by the Authenticating Agent for the
Securities of such series and a certificate of authentication executed on behalf of the Trustee by
such Authenticating Agent.



     Any corporation into which any Authenticating Agent may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which any Authenticating Agent shall be a party, or any corporation succeeding to all or
substantially all the corporate agency business of any Authenticating Agent, shall continue to be
the Authenticating Agent with respect to the Securities of all series for which it served as
Authenticating Agent without the execution or filing of any paper or any further act on the part of
the Trustee or such Authenticating Agent.



     Any Authenticating Agent may at any time resign by giving written notice of resignation to the
Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating
Agent for the Securities of any series by giving written notice of termination to such
Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 8.14, with respect to the Securities of one or more
or all series, the Trustee promptly shall appoint a successor Authenticating Agent which shall be
acceptable to the Company, and upon doing so shall give written notice of such appointment to the
Company and shall mail notice of such appointment to all Holders of the Securities of such series
as the names and addresses of such Holders appear upon the Securities Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the
rights, powers, duties and responsibilities of its predecessor hereunder with like effect as if
originally appointed as Authenticating Agent hereunder. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.14.



     The Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services and the Trustee shall be entitled to be reimbursed for such payments
subject to the provisions of Section 8.07 hereof.



ARTICLE NINE

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




-46-









 





     Section 9.01 Company to Furnish Trustee Names and Addresses of Holders. The Company
will furnish or cause to be furnished to the Trustee (a) semi-annually, on a date not more than 15
days after each regular record date with respect to an Interest Payment Date, if any, for the
Securities of each series, and (b) on semi-annual dates in each year to be established as
contemplated by Section 3.01 hereof if the Securities of any series do not bear interest and (c) at
such other times as the Trustee may request in writing, within 30 days after receipt by the Company
of any such request, a list in such form as the Trustee may reasonably require containing all the
information in the possession or control of the Company, or any of its Paying Agents other than the
Trustee, as to the names and addresses of the Holders of the Securities of such series, obtained
since the date as of which the next previous list, if any, was furnished. Any such list may be
dated as of a date not more than 15 days prior to the time such information is furnished or caused
to be furnished and need not include information received after such date; provided, however, that
as long as the Trustee is the Securities Registrar for the Securities of such series, no such list
shall be required to be furnished.



     Section 9.02 Preservation of Information; Communications to Holders.



     (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders of the Securities of each series contained in the most recent list
furnished to such Trustee as provided in Section 9.01 hereof or in the Securities Register if such
Trustee be the Securities Registrar for such series and the names and addresses of Holders received
by the Trustee in its capacity as Paying Agent for the Securities of such series. The Trustee may
destroy any list furnished to it as provided in Section 9.01 hereof upon receipt of a new list so
furnished.



     (b) If three or more Holders of the Securities of any series (hereinafter referred to as
“applicants”) apply in writing to the Trustee, furnish to the Trustee reasonable proof that each
such applicant has owned a Security of such series for a period of at least six months preceding
the date of such application, and such application states that the applicants desire to communicate
with other Holders of the Securities of any series with respect to their rights under this
Indenture or under the Securities of any series and is accompanied by a copy of the form of proxy
or other communication which such applicants propose to transmit, then the Trustee shall, within
five Business Days after the receipt of such application, at its election, either (i) afford such
applicants access to the information preserved at the time by the Trustee in accordance with
Subsection (a) of this Section 9.02, or (ii) inform such applicants as to the approximate number of
such Holders whose names and addresses appear in the information preserved at the time by the
Trustee in accordance with Subsection of this Section 9.02, and as to the approximate cost of
mailing to such Holders the form of proxy or other communication, if any, specified in such
application.



     (c) If the Trustee shall elect not to afford such applicants access to such information, the
Trustee shall upon the written request of such applicants, mail to each Holder to whom the
applicant desires to communicate whose name and address appear in the information preserved at the
time by such Trustee in accordance with Subsection (a) of this Section 9.02, a copy of the form of
proxy or other communication which is specified in such request, with reasonable promptness after a
tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of
the reasonable expenses of mailing, unless within five days after such tender,



-47-









 







the Trustee shall mail to such applicants and file with the Commission, together with a copy
of the material to be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of such Holders or would be in
violation of applicable law. Such written statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections specified in the written statement
so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of
an order sustaining one or more of such objections, the Commission shall find, after notice and
opportunity for hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such Holders with
reasonable promptness after the entry of such order and the renewal of such tender; otherwise the
Trustee shall be relieved of any obligation or duty to such applicants respecting their
application.



     (d) Every Holder of Securities, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Company nor the Trustee, nor any agent of the Company or the Trustee,
shall be held accountable by reason of the disclosure of any such information as to the names and
addresses of the Holders in accordance with Subsection (b) of this Section 9.02, regardless of the
source from which such information was derived, and that the Trustee shall not be held accountable
by reason of mailing any material pursuant to a request made under Subsection (b) of this Section
9.02.



     Section 9.03 Reports by Trustee.



     (a) Within 60 days after the first May 15 which occurs not less than 60 days following the
first date of issuance of the Securities of any series under this Indenture and within 60 days
after May 15 in every year thereafter, the Trustee shall transmit by mail to all Holders of such
series, as their names and addresses appear in the Securities Register, any brief report, dated as
of such May 15, required by Section 313(a) of the Trust Indenture Act and at such other times in
such manner such other reports as may be required by Section 313 of the Trust Indenture Act in each
case with respect to the Securities of such series. A copy of each such report shall, at the time
of such transmission to such Holders, be filed by such Trustee with each stock exchange upon which
such Securities are listed and also with the Commission. The Company will notify such Trustee when
such Securities are listed on any stock exchange or of any delisting thereof.



     Section 9.04 Reports by Company.



     The Company will:



     (a) file with the Trustee for the Securities of each series (unless such reports have been
filed on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system, or any
successor thereto) within 15 days after the Company files the same with the Commission, copies of
the annual reports and of the information, documents and other reports (or copies of such portions
of any of the foregoing as the Commission may from time to time by rules and regulations prescribe)
that the Company may be required to file with the Commission pursuant to Section 13 or Section
15(d) of the Exchange Act; or, if the Company is no longer required to file information, documents
or reports pursuant to either of said Sections, then it will provide the Trustee with reports
containing substantially the same information as would have been required



-48-









 







to be filed with the Commission had the Company continued to have been subject to such
reporting requirements. In such event, such reports shall be provided to the Trustee within 15
days after the dates applicable to a registrant that is not an accelerated filer or a large
accelerated filer on which the Company would have been required to provide reports to the
Commission had it continued to have been subject to such reporting requirements. For the avoidance
of doubt, the Company shall also comply with the other provisions of Section 314(a) of the Trust
Indenture Act.



     (b) file with such Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such additional information, documents and reports
with respect to compliance by the Company with the conditions and covenants of this Indenture as
may be required from time to time by such rules and regulations; and



     (c) transmit electronically or by mail to all Holders, as their names and addresses appear in
the Securities Register, within 30 days after the filing thereof with the Trustee, such summaries
of any information, documents and reports required to be filed by the Company pursuant to
paragraphs (a) and (b) of this Section 9.04 as may be required by rules and regulations prescribed
from time to time by the Commission.



ARTICLE TEN

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER




     Section 10.01 Company May Consolidate, etc. Unless otherwise specified in a
supplemental indenture hereto, nothing contained in this Indenture or in any of the Securities
shall prevent any consolidation or merger of the Company with or into any other Person (whether or
not affiliated with the Company) or successive consolidations or mergers in which the Company or
its successor or successors shall be a party or parties, or shall prevent any sale, conveyance,
transfer or other disposition of the property of the Company or its successor or successors as an
entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the
Company or its successor or successors) authorized to acquire and operate the same;
provided, however, the Company hereby covenants and agrees that, upon any
consolidation, merger, sale, conveyance, transfer or other disposition, the due and punctual
payment of the principal of and any premium and interest on all of the Securities of all series in
accordance with the terms of each series, according to their tenor and the due and punctual
performance and observance of all the covenants and conditions of this Indenture with respect to
each series or established with respect to such series pursuant to Section 3.01 to be kept or
performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform
to the requirements of the Trust Indenture Act as then in effect) satisfactory in form to the
Trustee executed and delivered to the Trustee by the entity formed by such consideration, or into
which the Company shall have been merged, or by the entity which shall have acquired such property.



     The provisions of this Section 10.01 shall not be applicable to a merger or consolidation in
which the Company is the surviving corporation.



-49-









 





     Section 10.02 Successor Substituted. Upon any consolidation or merger, or any
conveyance or transfer of the properties and assets of the Company substantially as an entirety in
accordance with Section 10.01, the successor corporation formed by such consolidation or into which
the Company is merged or to which such conveyance or transfer 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 corporation had been named as the Company herein, and
thereafter the predecessor corporation shall be relieved of all obligations and covenants under the
Indenture and the Securities.



ARTICLE ELEVEN

SUPPLEMENTAL INDENTURES




     Section 11.01 Supplemental Indentures without Consent of Holders.



     (a) In addition to any supplemental indenture otherwise authorized by this Indenture, without
the consent of any Holders, the Company, when authorized by Board Resolution, and the Trustee at
any time and from time to time may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:




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




     (ii) to add to or modify the covenants or Events of Default of the Company, for the
benefit of the Holders of the Securities of any or all series, to convey, transfer, assign,
mortgage or pledge any property to or with such Trustee, or to surrender any right or power
herein conferred upon the Company; or




     (iii) to add to or modify the provisions of Article Thirteen for the benefit of the
holders of Senior Indebtedness of the Company (or Representatives thereof) under Article
Thirteen; or




     (iv) to establish the form and terms of the Securities of any series as contemplated by
Section 2.01 or 3.01 hereof; or




     (v) to add to or change any of the provisions of this Indenture as is necessary or
advisable to facilitate the issuance of Securities of any series in bearer form, registrable
or nonregistrable as to principal and with or without interest coupons, and to provide for
exchangeability of such Securities with the Securities of the same series issued hereunder
in fully registered form and to make all appropriate changes for such purpose, or to permit
or facilitate the issuance of Securities in uncertificated form; or




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



-50-









 






     (vii) to add to or change any of the provisions of this Indenture to provide that
bearer Securities may be registrable as to principal, to change or eliminate any
restrictions on the payment of principal of, or premium, if any, or interest on bearer
Securities or on the delivery of bearer Securities, or to permit bearer Securities to be
issued in exchange for bearer Securities of other authorized denominations, provided any
such action shall not adversely affect the interests of the Holders of bearer Securities of
any series or any related coupons in any material respect unless such amendment is required
to comply with the Bearer Rules; or




     (viii) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of Securities
pursuant to Article Six, provided that any such action shall not adversely affect the
interests of the Holders of Securities of such series or any other series of Securities in
any material respect;




     (ix) to evidence and provide for the acceptance of appointment hereunder of a Trustee
other than [                    ], as Trustee for the Securities of any series of Securities and to
add to or change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 8.09 hereof; or




     (x) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series or to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 8.11 hereof; or




     (xi) to add to, change or eliminate any of the provisions of this Indenture; provided,
that any such addition, change or elimination (A) shall become effective only when no
Security of any series entitled to the benefits of such provision and issued prior to the
execution of such supplemental indenture is outstanding or (B) shall not apply to any
outstanding Security.



     (b) An amendment under this Section 11.01 may not make any change that adversely affects the
rights under Article Thirteen of any holder of Senior Indebtedness of the Company then outstanding
unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized
to give a consent) consent to such change.



     Section 11.02 Supplemental Indentures with Consent of Holders. Subject to Sections
7.12 and 7.13 hereof, with the consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of each series affected thereby, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolution,
and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this
Indenture or of modifying in any manner the rights of the Holders of the Securities of such series
under this Indenture; provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby,



-51-









 





     (a) change the Stated Maturity of the principal of, or any installment of interest on, any
Security, or reduce the principal amount thereof or the interest thereon, or any premium payable on
the redemption thereof, or change the Place of Payment, or the coin or currency in which any
Security or the interest, if any, thereon is payable, 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 or adversely affect the right of repayment, if any, at the option of the Holder, or reduce
the amount of, or postpone the date fixed for, any payment under the sinking fund for any Security,
or impair the right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or



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



     (c) modify the provisions of this Indenture with respect to the subordination of the
Securities of any series in a manner adverse to the Holders thereof, or



     (d) modify any of the provisions of this Section 11.02 or Section 7.13 hereof, 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 Security affected thereby.



     A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which has been expressly included solely for the benefit of the Securities of one or more
particular series, or which modifies the rights of the Holders of the Securities of one or more
such series with respect to such covenant or other provision, shall be deemed not to affect the
rights under this Indenture of the Holders of the Securities of any other series.



     It shall not be necessary for any Act of Holders under this Section 11.02 to approve the
particular form of any proposed supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof.



     An amendment under this Section 11.02 may not make any change that adversely affects the
rights under Article Thirteen of any holder of Senior Indebtedness then outstanding unless the
holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a
consent) consent to such change.



     Section 11.03 Execution of Supplemental Indentures. In executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee for the Securities of
any series shall be provided with, and (subject to Sections 8.01 and 8.03 hereof) shall be fully
protected in conclusively relying upon, an Opinion of Counsel and an Officer’s Certificate each
stating that the execution of such supplemental indenture is authorized or permitted by this
Indenture; provided, however, that such Opinion of Counsel need not be provided in connection



-52-









 







with the execution of a supplemental indenture that establishes the terms of a series of
Securities pursuant to Section 3.01 hereof. Such Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects such Trustee’s own rights, duties or immunities
under this Indenture or otherwise.



     Section 11.04 Notice of Supplemental Indenture. Promptly after the execution by the
Company and the appropriate Trustee of any supplemental indenture pursuant to Section 11.02 hereof,
the Company shall transmit by mail to all Holders of Securities of any series affected thereby, as
their names and addresses appear in the Securities Register, a notice setting forth in general
terms the substance of such supplemental indenture. 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.



     Section 11.05 Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this indenture shall be modified in accordance therewith
but only with respect to the Securities of each series affected by such supplemental indenture, and
such supplemental indenture shall form a part of this Indenture for all purposes with respect to
the Securities of such series; and every Holder of Securities of any such series theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.



     Section 11.06 Conformity with Trust Indenture Act. Every supplemental indenture
executed pursuant to this Article shall conform to the requirements of the Trust indenture Act as
then in effect.



     Section 11.07 Reference in Securities to Supplemental Indentures. Securities of any
series authenticated and delivered after the execution of any supplemental indenture pursuant to
this Article may, and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities so modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by or on behalf of such Trustee in exchange for Outstanding Securities
of the same series.



ARTICLE TWELVE

COVENANTS




     Section 12.01 Payment of Principal, Premium and Interest. The Company will duly and
punctually pay the principal of, premium, if any, and interest, if any, on the Securities of each
series in accordance with the terms of such Securities established as contemplated by Section 3.01
and this Indenture.



     Section 12.02 Maintenance of Office or Agency. The Company will maintain in each
Place of Payment for the Securities of any series, an office or agency where Securities of such
series may be presented or surrendered for payment, where Securities of such series may be
surrendered for registration of transfer or exchange and where notices and demands to or upon the
Company in respect of the Securities of such series and this Indenture may be served; provided,
however, that at the option of the Company payment of interest may be made (subject



-53-









 







to collection) by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register. With respect to the Securities of any series, such office or
agency and each Place of Payment shall be as established as contemplated by Section 3.01. In the
absence of establishment as contemplated by Section 3.01 with respect to the Securities of any
series, (i) the Place of Payment for such Securities shall be in the city that the Corporate Trust
Office shall be in and (ii) such office or agency in such Place of Payment shall initially be the
Corporate Trust Office of the Trustee. The Company will give prompt written notice to the Trustee
of the location, and any change in the location, of any such office or agency, if at any time the
Company shall fail to maintain any such required office or agency or shall fail to furnish the
Trustee for the Securities of each series with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of such Trustee, and the
Company hereby appoints the Trustee its agent to receive all such presentations, surrenders,
notices and demands with respect to the Securities of such series.



     The Company may also from time to time designate one or more other offices or agencies (in or
outside the Place of Payment) where the Securities of one or more series may be presented or
surrendered for any or all of such purposes specified above, and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in any manner relieve
the Company of its obligation to maintain an office or agency in each Place of Payment for such
purpose.



     Section 12.03 Money for Securities Payments to Be Held in Trust. If the Company shall
at any time act as its own Paying Agent, it will, on or before each due date of the principal of
(and premium, if any) or interest, if any, on, any of the Securities of any series, segregate and
hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal, premium, if any, or interest, if any, so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of
such series of its failure so to act.



     Whenever the Company shall have one or more Paying Agents, it will, on or before each due date
of the principal of (and premium, if any) or interest, if any, on, any Securities of any series,
deposit with a Paying Agent for the Securities of such series a sum sufficient to pay the
principal, premium, if any, or interest, if any, so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium or interest, if any, and (unless
such Paying Agent is the Trustee for the Securities of such series) the Company will promptly
notify such Trustee at its Corporate Trust Office of its failure so to act.



     The Company will cause each Paying Agent for the Securities of any series other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section 12.03, that such Paying Agent will



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



-54-









 





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



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



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



     Section 12.04 Statement as to Compliance. The Company will file with the Trustee
within four months after the close of each fiscal year (which, until the Company shall otherwise
notify the Trustee, shall be deemed to be the calendar year) a brief certificate, which need not
comply with Section 1.02 hereof, from the principal executive, financial or accounting officer of
the Company as to his or her knowledge of the Company’s compliance with all conditions and
covenants under this Indenture (without regard to any period of grace or requirement of notice
provided in this Indenture).



     Section 12.05 Corporate Existence. Subject to Article Ten hereof, the Company will do
or cause to be done all things necessary to preserve and keep in full force and effect its
corporate existence.



     Section 12.06 Permit No Vacancy in Office of Trustee. The Company, whenever necessary
to avoid or fill a vacancy in the office of the Trustee for the Securities of any series, will
appoint, in the manner provided in Section 8.10 hereof, a Trustee for the Securities of such
series, so that there shall at all times be a Trustee for the Securities of every series hereunder.



     Section 12.07 Waiver. Without limitation of the rights of the Holders and the Company
with respect to waivers and amendments set forth in Sections 7.13 and 11.02, the Company may omit
in any particular instance to comply with a covenant or provision hereof which non-compliance could
constitute a default hereunder (other than (i) a covenant or provision with respect to the payment
of the principal of (or premium, if any) or interest, if any, on any Security of any series, or in
payment of any sinking fund installment or analogous obligation with respect to the Securities of
such series or (ii) a covenant or provision which under Article Eleven hereof cannot be modified or
amended without the consent of the Holder of each Outstanding Security affected), if before or
after the time for such compliance the Holders of at least a majority in principal amount of the
Securities at the time Outstanding of any series affected by the omission shall, by Act of such
Holders, either waive such compliance in such instance or generally waive compliance with such
covenant or provision, but no such waiver shall extend to or affect such covenant or provision
except to the extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such covenant or
provision shall remain in full force and effect.



-55-









 





ARTICLE THIRTEEN

SUBORDINATION OF THE SECURITIES




     Section 13.01 Agreement to Subordinate. The Company agrees, and each Holder by
accepting a Security agrees, that the indebtedness evidenced by the Securities is subordinated in
right of payment, to the extent and in the manner provided in this Article Thirteen, to the prior
payment in full of all existing and future Senior Indebtedness of the Company and that the
subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. All
provisions of this Article Thirteen shall be subject to Section 13.12.



     Section 13.02 Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution
of the assets of the Company to creditors upon a total or partial liquidation or a total or partial
dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Company or its property or upon an assignment by the Company for the
benefit of creditors:



     (a) holders of Senior Indebtedness of the Company shall be entitled to receive payment in full
in cash (or other consideration acceptable to the applicable holder of Senior Indebtedness) of such
Senior Indebtedness (including interest accruing after, or which would accrue but for, the
commencement of any such proceeding at the rate specified in the applicable Senior Indebtedness,
whether or not a claim for such interest would be allowed) before any payment or distribution
(other than Permitted Junior Securities), whether in cash, securities or other property, shall be
made by the Company on account of principal, interest or other amounts owing in respect of the
Securities; and



     (b) until the Senior Indebtedness of the Company is paid in full in cash (or other
consideration acceptable to the applicable holder of Senior Indebtedness), any payment or
distribution (other than Permitted Junior Securities), whether in cash, securities or other
property, to which Holders would be entitled but for this Article Thirteen shall be made to holders
of such Senior Indebtedness, for application to the payment thereof, as their interests may appear,
except that the Holders may receive and retain payments made from the trust described under Article
Six, so long as, on the date or dates the respective amounts were paid into the trust such payments
were made with respect to the Securities without violating this Article Thirteen.



     Section 13.03 Default on Senior Indebtedness. The Company may not pay principal of,
premium (if any) or interest on, the Securities or make any deposit pursuant to the provisions
described under Section 6.02 and may not otherwise purchase, redeem or otherwise retire any
Securities (except that the Holders may receive and retain (a) Permitted Junior Securities and (b)
payments made from the trust described under Article Six) (collectively, “pay the Securities”) if:



               (A) a default in the payment of the principal of, premium, if any, or interest on any Senior
Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any
Senior Indebtedness of the Company is not paid when due, or



               (B) any other default occurs with respect to Senior Indebtedness of the Company and the
maturity of such Senior Indebtedness of the Company is accelerated in accordance with its terms,



-56-









 







     unless, in either case, the default has been cured or waived and any such acceleration has
been rescinded or such Senior Indebtedness has been paid in full in cash (or other consideration
acceptable to the applicable holder of Senior Indebtedness).



     Section 13.04 Acceleration of Payment of Securities. In the event that any Securities
are declared due and payable before their Stated Maturity, then and in such event the holders of
Senior Indebtedness of the Company shall be entitled to receive payment in full in cash (or other
consideration acceptable to the applicable holder of Senior Indebtedness) of such Senior
Indebtedness (including interest accruing after, or which would accrue but for, the commencement of
any such proceeding at the rate specified in the applicable Senior Indebtedness, whether or not a
claim for such interest would be allowed) before any payment or distribution, whether in cash,
securities or other property, shall be made by the Company on account of principal, interest or
other amounts owing in respect of the Securities or on account of purchase or other acquisition of
Securities by the Company; provided, however, that nothing in this Section 13.04 shall prevent the
satisfaction of any sinking fund payment in accordance with this Indenture or as otherwise
specified for the Securities of any series by delivering and crediting pursuant to Section 5.02 or
as otherwise specified for the Securities of any series Securities which have been acquired (upon
redemption or otherwise) prior to such declaration of acceleration.



     Section 13.05 When Distribution Must Be Paid Over. If any distribution is made to the
Trustee or to the Holders that because of this Article Thirteen should not have been made to them,
the Trustee or such Holders who receive the distribution, as applicable, shall hold such
distribution in trust for holders of Senior Indebtedness of the Company and shall, upon the written
instruction of the Company, pay it over to them as their interests may appear. Nothing contained in
this Article Thirteen or elsewhere in this Indenture shall prevent (a) the Company, at any time
except under the conditions specified in sections 13.02, 13.03 and 13.04, from making payments at
any time of principal of (and premium, if any) or interest on the Securities, or the application by
the Trustee of any money deposited with it hereunder to the payment of or on account of the
principal of (and premium, if any) or interest on the Securities or the retention of such payment
by the Holders if, at the time of such application by the Trustee, the conditions specified in
sections 13.02, 13.03 and 13.04 did not exist.



     Section 13.06 Subrogation. After all Senior Indebtedness of the Company is paid in
full and until the Securities are paid in full, the Holders shall, to the extent of the payments or
distributions made to the holders of Senior Indebtedness pursuant to this Article Thirteen, be
subrogated (equally and ratably with all other indebtedness as to which the right to receive
payment is pari passu with the Securities) to the rights of holders of such Senior Indebtedness to
receive distributions applicable to Senior Indebtedness of the Company. A distribution made under
this Article Thirteen to holders of Senior Indebtedness which otherwise would have been made to the
Holders is not, as between the Company and the Holders, a payment by the Company on such Senior
Indebtedness.



     Section 13.07 Relative Rights. This Article Thirteen defines the relative rights of
the Holders and holders of Senior Indebtedness of the Company. Nothing in this Indenture shall:



-57-









 





     (a) impair, as between the Company and the Holders, the obligation of the Company, which is
absolute and unconditional, to pay principal of and interest on the Securities in accordance with
their terms; or



     (b) prevent the Trustee or any Holder from exercising its available remedies upon a Default,
subject to the rights of holders of Senior Indebtedness of the Company to receive distributions
otherwise payable to the Holders.



     Section 13.08 Subordination May Not Be Impaired by Company. No right of any holder of
Senior Indebtedness of the Company to enforce the subordination of the Indebtedness evidenced by
the Securities shall be impaired by any act or failure to act by the Company or by its failure to
comply with this Indenture.



     Section 13.09 Rights of Trustee and Paying Agent. Notwithstanding Section 13.03, the
Trustee or any Paying Agent may continue to make payments on the Securities and shall not be
charged with knowledge of the existence of facts that would prohibit the making of any such
payments unless, not less than two Business Days prior to the date of such payment, a Responsible
Officer of the Trustee receives notice satisfactory to it that payments may not be made under this
Article Thirteen. The Company, the Registrar, any Paying Agent, a Representative or a holder of
Senior Indebtedness of the Company may give the notice; provided, however, that, if an issue of
Senior Indebtedness of the Company has a Representative, only the Representative may give the
notice.



     The Trustee in its individual or any other capacity may hold Senior Indebtedness of the
Company with the same rights it would have if it were not Trustee. The Registrar and any Paying
Agent may do the same with like rights.



     The Trustee shall be entitled to all the rights set forth in this Article Thirteen with
respect to any Senior Indebtedness of the Company which may at any time be held by it, to the same
extent as any other holder of such Senior Indebtedness; and nothing in Article Eight shall deprive
the Trustee of any of its rights as such holder. Nothing in this Article Thirteen shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 8.07 or any other Section of
this Indenture.



     Section 13.10 Distribution or Notice to Representative. Whenever a distribution is to
be made or a notice given to holders of Senior Indebtedness of the Company, the distribution may be
made and the notice given to their Representative (if any).



     Section 13.11 Article Thirteen Not to Prevent Events of Default or Limit Right to
Accelerate. The failure to make a payment pursuant to the terms of the Securities by reason of
any provision in this Article Thirteen shall not be construed as preventing the occurrence of a
Default in respect thereof. Nothing in this Article Thirteen shall have any effect on the right of
the Holders or the Trustee to accelerate the maturity of the Securities.



     Section 13.12 Trust Monies Not Subordinated. Notwithstanding anything contained
herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in
trust under Article Six by the Trustee and deposited at a time when permitted by the subordination
provisions of this Article Thirteen for the payment of principal of and interest on



-58-









 







the Securities shall not be subordinated to the prior payment of any Senior Indebtedness of
the Company or subject to the restrictions set forth in this Article Thirteen, and none of the
Trustee or the Holders shall be obligated to pay over any such amount to the Company or any holder
of Senior Indebtedness of the Company or any other creditor of the Company.



     Section 13.13 Trustee Entitled to Rely. Upon any payment or distribution pursuant to
this Article Thirteen, the Trustee and the Holders shall be entitled to conclusively rely (a) upon
any order or decree of a court of competent jurisdiction in which any proceedings of the nature
referred to in Section 13.02 are pending, (b) upon a certificate of the liquidating trustee or
agent or other Person making such payment or distribution to the Trustee or to the Holders or (c)
upon the Representatives for the holders of Senior Indebtedness of the Company for the purpose of
ascertaining the Persons entitled to participate in such payment or distribution, the holders of
such Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article Thirteen. In the event that the Trustee determines, in good faith, that evidence is
required with respect to the right of any Person as a holder of Senior Indebtedness of the Company
to participate in any payment or distribution pursuant to this Article Thirteen, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and other facts pertinent to the rights of such
Person under this Article Thirteen, and, if such evidence is not furnished, the Trustee may defer
any payment to such Person pending judicial determination as to the right of such Person to receive
such payment. The provisions of Sections 8.01 and 8.03 shall be applicable to all actions or
omissions of actions by the Trustee pursuant to this Article Thirteen.



     Section 13.14 Trustee to Effectuate Subordination. Each Holder by accepting a
Security authorizes and directs the Trustee on his behalf to take such action as may be necessary
or appropriate to acknowledge or effectuate the subordination between the Holders and the holders
of Senior Indebtedness of the Company as provided in this Article Thirteen and appoints the Trustee
as attorney-in-fact for any and all such purposes.



     Section 13.15 Trustee Not Fiduciary for Holders of Senior Indebtedness. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Company
and shall not be liable to any such holders if it shall mistakenly pay over or distribute to the
Holders or the Company or any other Person money or assets to which any holders of Senior
Indebtedness of the Company shall be entitled by virtue of this Article Thirteen or otherwise.



     With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to
observe only such of its covenants or obligations as are specifically set forth in this Article
Thirteen and no implied covenants or obligations with respect to holders of Senior Indebtedness
shall be read in this Indenture against the Trustee.



     Section 13.16 Reliance by Holders of Senior Indebtedness on Subordination Provisions.
Each Holder by accepting a Security acknowledges and agrees that the foregoing subordination
provisions are, and are intended to be, an inducement and a consideration to each holder of any
Senior Indebtedness of the Company, whether such Senior Indebtedness was created or acquired



-59-









 







before or after the issuance of the Securities, to acquire and continue to hold, or to
continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be
deemed conclusively to have relied on such subordination provisions in acquiring and continuing to
hold, or in continuing to hold, such Senior Indebtedness.



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



-60-









 





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



	 	 	 	 	 
	 	CITIZENS REPUBLIC BANCORP, INC.

 	 
	 	By:  	 	 
	 	 	Name 	 
	 	 	Title:  	Authorized Officer 	 
	 
	 	[                    ],

as Trustee

 	 
	 	By:  	 	 
	 	 	Name 	 
	 	 	Title 	 
	 




-61-