subordinatedindenture.htm


    Exhibit
4.3

     

    GREENLIGHT
CAPITAL RE, LTD.

     

    AND

     

    [_______________________],

     

    TRUSTEE

     

    SUBORDINATED
INDENTURE

     

    Dated as
of [___________]

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    CROSS
REFERENCE SHEET*

     

    Provisions
of Trust Indenture Act of 1939 and Indenture to be dated as of _______, by and
between Greenlight Capital Re, Ltd. and [_____________], as
Trustee:

    
 

    
      
        	
                Section of the Act

              	
                Section of Indenture

              
	
                310(a)(1)
      and (2)

              	
                6.9
      and 6.10

              
	
                310(a)(3)
      and (4)

              	
                Inapplicable

              
	
                310(b)

              	
                6.8
      and 6.10

              
	
                310(c)

              	
                Inapplicable

              
	
                311(a)

              	
                6.13

              
	
                311(b)

              	
                6.13

              
	
                311(c)

              	
                Inapplicable

              
	
                312(a)

              	
                4.1
      and 4.2

              
	
                312(b)

              	
                4.2

              
	
                312(c)

              	
                4.2

              
	
                313(a)

              	
                4.3

              
	
                313(b)(1)

              	
                Inapplicable

              
	
                313(b)(2)

              	
                4.3

              
	
                313(c)

              	
                4.3,
      5.11, 6.10, 6.11, 8.2 and 12.2

              
	
                313(d)

              	
                4.3

              
	
                314(a)

              	
                3.4

              
	
                314(b)

              	
                Inapplicable

              
	
                314(c)(1)
      and (2)

              	
                11.5

              
	
                314(c)(3)

              	
                Inapplicable

              
	
                314(d)

              	
                Inapplicable

              
	
                314(e)

              	
                11.5

              
	
                314(f)

              	
                Inapplicable

              
	
                315(a),
      (c) and (d)

              	
                6.1

              
	
                315(b)

              	
                5.11
      and 6.1

              
	
                315(e)

              	
                5.12
      and 6.10

              
	
                316(a)(1)

              	
                .5.9
      and 5.10

              
	
                316(a)(2)

              	
                Not
      required

              
	
                316(a)
      (last sentence)

              	
                7.4

              
	
                316(b)

              	
                5.7

              
	
                317(a)

              	
                5.2

              
	
                317(b)

              	
                3.3

              
	
                318(a)

              	
                11.7

              


      

    

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

     

    Page

    

      
        	
                ARTICLE 1 DEFINITIONS

              	
                1

              
	 
      	
                Section 1.1Certain Terms Defined

              	
                1

              
	 
      	 
      	 
      
	
                ARTICLE 2 SECURITIES

              	
                6

              
	 
      	
                Section 2.1Forms Generally

              	
                6

              
	 
      	
                Section 2.2Form of Trustee’s Certificate of
      Authentication

              	
                7

              
	 
      	
                Section 2.3Amount Unlimited; Issuable in
      Series

              	
                7

              
	 
      	
                Section 2.4Authentication and Delivery of
      Securities

              	
                11

              
	 
      	
                Section 2.5Execution of Securities

              	
                13

              
	 
      	
                Section 2.6Certificate of Authentication

              	
                14

              
	 
      	
                Section 2.7Denomination and Date of Securities; Payments of
      Interest

              	
                14

              
	 
      	
                Section 2.8Registration, Transfer and
    Exchange

              	
                15

              
	 
      	
                Section 2.9Mutilated, Defaced, Destroyed, Lost and Stolen
      Securities

              	
                18

              
	 
      	
                Section 2.10Cancellation of Securities; Destruction
      Thereof

              	
                19

              
	 
      	
                Section 2.11Temporary Securities

              	
                20

              
	 
      	
                Section 2.12Global Securities

              	
                20

              
	 
      	
                Section 2.13CUSIP Numbers

              	
                20

              
	 
      	
              	 
	
                ARTICLE 3 COVENANTS OF THE ISSUER

              	
                21

              
	 
      	
                Section 3.1Payment of Principal, Premium and
      Interest

              	
                21

              
	 
      	
                Section 3.2Offices for Payments, Etc.

              	
                21

              
	 
      	
                Section 3.3Money for Security Payments to be Held in Trust;
      Unclaimed Money

              	
                22

              
	 
      	
                Section 3.4Statements of Officers of Issuer as to Default;
      Notice of Default

              	
                23

              
	 
      	
                Section 3.5Existence

              	
                23

              
	 
      	
                Section 3.6Maintenance of Properties

              	
                24

              
	 
      	
                Section 3.7Payment of Taxes and Other
    Claims

              	
                24

              
	 
      	
                Section 3.8Further Instruments and Acts

              	
                24

              
	 
      	
                Section 3.9Commission Reports

              	
                24

              
	 
      	
                Section 3.10Calculation of Original Issue
      Discount

              	
                24

              
	 
      	 
      	 
	
                ARTICLE 4 SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER
      AND THE TRUSTEE

              	
                25

              
	 
      	
                Section 4.1Issuer to Furnish Trustee Information as to Names
      and Addresses of Securityholders

              	
                25

              
	 
      	
                Section 4.2Preservation of Information; Communications to
      Holders

              	
                25

              
	 
      	
                Section 4.3Reports by the Trustee

              	
                25

              
	 
      	 
      	 
      
	
                ARTICLE 5 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON
      EVENT OF DEFAULT

              	
                26

              
	 
      	
                Section 5.1Event of Default Defined; Acceleration of Maturity;
      Waiver of Default

              	
                26

              
	 
      	
                Section 5.2Collection of Indebtedness by Trustee; Trustee May
      Prove Debt

              	
                29

              
	 
      	
                Section 5.3Application of Proceeds

              	
                31

              
	 
      	
                Section 5.4Suits for Enforcement

              	
                32

              
	 
      	
                Section 5.5Restoration of Rights on Abandonment of
      Proceedings

              	
                32

              
	 
      	
                Section 5.6Limitations on Suits by
      Securityholders

              	
                32

              
	 
      	
                Section 5.7Unconditional Right of Securityholders to Institute
      Certain Suits

              	
                32

              
	 
      	
                Section 5.8Powers and Remedies Cumulative; Delay or Omission
      Not Waiver of Default

              	
                33

              
	 
      	
                Section 5.9Control by Holders of
Securities

              	
                33

              
	 
      	
                Section 5.10Waiver of Past Defaults

              	
                34

              
	 
      	
                Section 5.11Trustee to Give Notice of Default, but May
      Withhold in Certain Circumstances

              	
                34

              
	 
      	
                Section 5.12Right of Court to Require Filing of Undertaking
      to Pay Costs

              	
                34

              
	 
      	 
      	 
      
	
                ARTICLE 6 CONCERNING THE TRUSTEE

              	
                35

              
	 
      	
                Section 6.1Duties and Responsibilities of the Trustee; During
      Default; Prior to Default

              	
                35

              
	 
      	
                Section 6.2Certain Rights of the Trustee

              	
                36

              
	 
      	
                Section 6.3Trustee Not Responsible for Recitals, Disposition
      of Securities or Application of Proceeds Thereof

              	
                38

              
	 
      	
                Section 6.4Trustee and Agents May Hold Securities or Coupons;
      Collections, Etc.

              	
                38

              
	 
      	
                Section 6.5Moneys Held by Trustee

              	
                38

              
	 
      	
                Section 6.6Compensation and Indemnification of
      Trustee

              	
                38

              
	 
      	
                Section 6.7Right of Trustee to Rely on Officer’s Certificate,
      Etc.

              	
                39

              
	 
      	
                Section 6.8Indentures Not Creating Potential Conflicting
      Interests for the Trustee

              	
                39

              
	 
      	
                Section 6.9Persons Eligible for Appointment as
      Trustee

              	
                39

              
	 
      	
                Section 6.10Resignation and Removal; Appointment of Successor
      Trustee

              	
                39

              
	 
      	
                Section 6.11Acceptance of Appointment by Successor
      Trustee

              	
                41

              
	 
      	
                Section 6.12Merger, Amalgamation, Conversion, Consolidation
      or Succession to Business of Trustee

              	
                42

              
	 
      	
                Section 6.13Preferential Collection of Claims Against the
      Issuer

              	
                43

              
	 
      	
                Section 6.14Appointment of Authenticating
      Agent

              	
                43

              
	 
      	 
      	 
      
	
                ARTICLE 7 CONCERNING THE
    SECURITYHOLDERS

              	
                44

              
	 
      	
                Section 7.1Evidence of Action Taken by
      Securityholders

              	
                44

              
	 
      	
                Section 7.2Proof of Execution of Instruments and of Holding of
      Securities

              	
                44

              
	 
      	
                Section 7.3Holders to Be Treated as Owners

              	
                45

              
	 
      	
                Section 7.4Securities Owned by Issuer Deemed Not
      Outstanding

              	
                45

              
	 
      	
                Section 7.5Right of Revocation of Action
    Taken

              	
                46

              
	 
      	 
      	 
      
	
                ARTICLE 8 SUPPLEMENTAL INDENTURES

              	
                46

              
	 
      	
                Section 8.1Supplemental Indentures Without Consent of
      Securityholders

              	
                46

              
	 
      	
                Section 8.2Supplemental Indentures With Consent of
      Securityholders

              	
                48

              
	 
      	
                Section 8.3Effect of Supplemental
Indenture

              	
                49

              
	 
      	
                Section 8.4Documents to Be Given to
Trustee

              	
                49

              
	 
      	
                Section 8.5Notation on Securities in Respect of Supplemental
      Indentures

              	
                49

              
	 
      	
                Section 8.6Conformity with Trust Indenture Act of
      1939

              	
                49

              
	 
      	
                Section 8.7Subordination Unimpaired

              	
                49

              
	 
      	 
      	 
      
	
                ARTICLE 9 CONSOLIDATION, MERGER, AMALGAMATION OR
      SALE

              	
                50

              
	 
      	
                Section 9.1Issuer May Consolidate, Etc., Only on Certain
      Terms

              	
                50

              
	 
      	
                Section 9.2Successor Substituted for the
      Issuer

              	
                50

              
	 
      	 
      	 
      
	
                ARTICLE 10 SATISFACTION AND DISCHARGE OF INDENTURE;
      UNCLAIMED MONEYS

              	
                51

              
	 
      	
                Section 10.1Termination of Issuer’s Obligations Under the
      Indenture

              	
                51

              
	 
      	
                Section 10.2Application of Trust Funds

              	
                52

              
	 
      	
                Section 10.3Applicability of Defeasance Provisions; Issuer’s
      Option to Effect Legal Defeasance or Covenant
    Defeasance

              	
                52

              
	 
      	
                Section 10.4Legal Defeasance

              	
                52

              
	 
      	
                Section 10.5Covenant Defeasance

              	
                53

              
	 
      	
                Section 10.6Conditions to Legal Defeasance or Covenant
      Defeasance

              	
                53

              
	 
      	
                Section 10.7Deposited Money and U.S. Government Obligations
      to be Held in Trust

              	
                55

              
	 
      	
                Section 10.8Repayment to Issuer

              	
                55

              
	 
      	
                Section 10.9Indemnity For U.S. Government
      Obligations

              	
                55

              
	 
      	
                Section 10.10Reimbursement

              	
                55

              
	 
      	 
      	 
      
	
                ARTICLE 11 MISCELLANEOUS PROVISIONS

              	
                56

              
	 
      	
                Section 11.1Incorporators, Shareholders, Officers and
      Directors of Issuer Exempt from Individual Liability

              	
                56

              
	 
      	
                Section 11.2Provisions of Indenture for the Sole Benefit of
      Parties and Holders of Securities and Coupons

              	
                56

              
	 
      	
                Section 11.3Successors and Assigns of Issuer Bound by
      Indenture

              	
                56

              
	 
      	
                Section 11.4Notices and Demands on Issuer, Trustee and
      Holders of Securities and Coupons

              	
                56

              
	 
      	
                Section 11.5Officer’s Certificates and Opinions of Counsel;
      Statements to Be Contained Therein

              	
                57

              
	 
      	
                Section 11.6Payments Due on Saturdays, Sundays and
      Holidays

              	
                58

              
	 
      	
                Section 11.7Conflict of Any Provision of Indenture with Trust
      Indenture Act of 1939

              	
                58

              
	 
      	
                Section 11.8New York Law to Govern; Waiver of Jury
      Trial

              	
                59

              
	 
      	
                Section 11.9Counterparts

              	
                59

              
	 
      	
                Section 11.10Effect of Headings

              	
                59

              
	 
      	
                Section 11.11Securities in a Foreign Currency or in
      ECU

              	
                59

              
	 
      	
                Section 11.12Judgment Currency

              	
                60

              
	 
      	
                Section 11.13Separability Clause

              	
                60

              
	 
      	 
      	 
      
	
                ARTICLE 12 REDEMPTION OF SECURITIES AND SINKING
      FUNDS

              	
                60

              
	 
      	
                Section 12.1Applicability of Article

              	
                60

              
	 
      	
                Section 12.2Notice of Redemption; Partial
      Redemptions

              	
                61

              
	 
      	
                Section 12.3Payment of Securities Called for
      Redemption

              	
                62

              
	 
      	
                Section 12.4Exclusion of Certain Securities from Eligibility
      for Selection for Redemption

              	
                62

              
	 
      	
                Section 12.5Mandatory and Optional Sinking
      Funds

              	
                63

              
	 
      	 
      	 
      
	
                ARTICLE 13 SUBORDINATION

              	
                65

              
	 
      	
                Section 13.1Agreement to Subordinate

              	
                65

              
	 
      	
                Section 13.2Rights of Senior Indebtedness in the Event of
      Insolvency, Etc., of the Issuer

              	
                65

              
	 
      	
                Section 13.3Payment Over of Proceeds Received on
      Securities

              	
                66

              
	 
      	
                Section 13.4Payments to Holders

              	
                67

              
	 
      	
                Section 13.5Holders of Securities Authorize Trustee to
      Effectuate Subordination of Securities

              	
                67

              
	 
      	
                Section 13.6Notice to Trustee

              	
                67

              
	 
      	
                Section 13.7Trustee May Hold Senior
      Indebtedness

              	
                68

              
	 
      	
                Section 13.8Applicability of Article 13 to Paying
      Agents

              	
                68

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    INDENTURE,
dated as of [______________], by and between GREENLIGHT CAPITAL RE, LTD. a
Cayman Islands exempted company (the “Issuer”),
and [______________], a [____________], as trustee (the “Trustee”).

     

    W I T N E
S S E T H :

     

    WHEREAS,
the Issuer has duly authorized the issue from time to time of its notes,
debentures or other evidences of indebtedness to be issued in one or more series
(the “Securities”)
up to such principal amount or amounts as may from time to time be authorized in
accordance with the terms of this Indenture;

     

    WHEREAS,
the Issuer has duly authorized the execution and delivery of this Indenture to
provide, among other things, for the authentication, delivery and administration
of the Securities; and

     

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

     

    NOW,
THEREFORE:

     

    In
consideration of the premises and the purchases of the Securities by the holders
thereof, the Issuer and the Trustee mutually covenant and agree for the equal
and proportionate benefit of the respective holders from time to time of the
Securities and of the Coupons, if any, appertaining thereto as
follows:

     

    ARTICLE 1

     

    


     

    DEFINITIONS

     

    Section
1.1 Certain Terms
Defined

     

    .  The
following terms (except as otherwise expressly provided or unless the context
otherwise clearly requires) for all purposes of this Indenture and of any
indenture supplemental hereto shall have the respective meanings specified in
this Section. All other terms used in this Indenture that are defined in the
Trust Indenture Act of 1939 or the definitions of which in the Securities Act of
1933 are referred to in the Trust Indenture Act of 1939, including terms defined
therein by reference to the Securities Act of 1933 (except as herein otherwise
expressly provided or unless the context otherwise requires), shall have the
meanings assigned to such terms in said Trust Indenture Act of 1939 and in said
Securities Act as in force at the date of this Indenture. All accounting terms
used herein and not expressly defined shall have the meanings assigned to such
terms in accordance with generally accepted accounting principles, and the term
“Generally
Accepted Accounting Principles” means such accounting principles as are
generally accepted at the time of any computation. The words “herein,”
“hereof”
and “hereunder”
and other words of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision. The terms defined in this
Article have the meanings assigned to them in this Article and include the
plural as well as the singular.

     

    “Authenticating
Agent” shall have the meaning set forth in Section 6.14.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    “Authorized
Newspaper” means a newspaper of general circulation, in the official
language of the country of publication or in the English language customarily
published on each Business Day whether or not published on Saturdays, Sundays or
holidays. Whenever successive 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 different
Authorized Newspapers.

     

    “Board of
Directors” means either the Board of Directors of the Issuer or any
committee of such Board duly authorized to act on its behalf.

     

    “Board
Resolution” means a copy of one or more resolutions, certified by the
secretary or an assistant secretary of the Issuer to have been duly adopted or
consented to by the Board of Directors and to be in full force and effect, and
delivered to the Trustee.

     

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

     

    “Commission”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, or if at any time after the
execution and delivery of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act of 1939,
then the body performing such duties on such date.

     

    “Corporate Trust
Office” means the principal office of the Trustee at which, at any time,
its corporate trust business shall be administered, which office at the date
hereof is located at [______________________________________], or such other
address as the Trustee may designate from time to time by notice to the Holders
and the Issuer, or the principal corporate trust office of any successor Trustee
(or such other address as such successor Trustee may designate from time to time
by notice to the Holders and the Issuer).

     

    “Coupon”
means any interest coupon appertaining to an Unregistered Security.

     

    “covenant
defeasance” shall have the meaning set forth in Section
10.5.

     

    “Depositary”
means, with respect to the Securities of any series issuable or issued in global
form, the Person designated as Depositary by the Issuer pursuant to Section 2.3
until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Depositary” shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, “Depositary” as used with respect to the Securities of any
such series shall mean the Depositary with respect to the Registered Securities
in global form of that series.

     

    “Dollar”
means 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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “ECU” means
the European Currency Unit as defined and revised from time to time by the
Council of European Communities.

     

    “Event of
Default” means any event or condition specified as such in Section
5.1.

     

    “Foreign
Currency” means a currency issued by the government of a country other
than the United States.

     

    “Holder,”
“Holder of
Securities,” “Securityholder”
or other similar terms mean (a) in the case of any Registered Security, the
person in whose name such Security is registered in the security register kept
by the Issuer for that purpose in accordance with the terms hereof, and (b) in
the case of any Unregistered Security, the bearer of such Security, or any
Coupon appertaining thereto, as the case may be.

     

    “Indenture”
means this instrument as originally executed and delivered or, if amended or
supplemented as herein provided, as so amended or supplemented or both, and
shall include the forms and terms of particular series of Securities established
as contemplated hereunder.

     

    “Issuer”
means Greenlight Capital Re, Ltd. a Cayman Islands exempted company, and,
subject to Article 9, its successors and assigns.

     

    “Issuer
Order” means a written statement, request or order of the Issuer signed
in its name by the chairman or vice chairman of the Board of Directors, the
president, any executive, senior or other vice president or the treasurer of the
Issuer.

     

    “Judgment
Currency” shall have the meaning set forth in Section 11.12.

     

    “legal
defeasance” shall have the meaning set forth in Section
10.4.

     

    “Officer’s
Certificate” means a certificate signed by the chairman of the Board of
Directors, the chief executive officer, the chief financial officer, the
president or any executive, senior or other vice president or the treasurer of
the Issuer and delivered to the Trustee. Each such certificate shall comply with
Section 314 of the Trust Indenture Act of 1939 and include the statements
provided for in Section 11.5.

     

    “Opinion of
Counsel” means an opinion in writing signed by the general counsel of the
Issuer or by such other legal counsel who may be an employee of or counsel to
the Issuer and who shall be satisfactory to the Trustee. Each such opinion shall
comply with Section 314 of the Trust Indenture Act of 1939 and include the
statements provided for in Section 11.5.

     

    “Original Issue
Date” of any Security (or portion thereof) means the earlier of (1) the
date of such Security or (2) the date of any Security (or portion thereof) for
which such Security was issued (directly or indirectly) on registration of
transfer, exchange or substitution.

     

    “Original Issue
Discount Security” means any Security that provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Section 5.1.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    “Outstanding”
(except as otherwise provided in Sections 7.4, 10.4 and 10.5), when used with
reference to Securities, shall, subject to the provisions of Sections 7.4, 10.4
and 10.5 mean, as of any particular time, all Securities authenticated and
delivered by the Trustee under this Indenture, except

     

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

     

    (2)           Securities,
or portions thereof, for the payment or redemption of which moneys or U.S.
Government Obligations (as provided for in Section 10.1) in the necessary amount
shall have been deposited in trust with the Trustee or with any paying agent
(other than the Issuer) or shall have been set aside, segregated and held in
trust by the Issuer for the Holders of such Securities (if the Issuer shall act
as its own paying agent), provided that if such Securities, or portions thereof,
are to be redeemed prior to the maturity thereof, notice of such redemption
shall have been given as herein provided, or provision satisfactory to the
Trustee shall have been made for giving such notice; and

     

    (3)           Securities
which shall have been paid or in substitution for which other Securities shall
have been authenticated and delivered pursuant to the terms of Section 2.9
(except with respect to any such Security as to which proof satisfactory to the
Trustee is presented that such Security is held by a person in whose hands such
Security is a legal, valid and binding obligation of the Issuer) or Securities
not deemed outstanding pursuant to Section 12.2.

     

    In
determining whether the Holders of the requisite principal amount of Outstanding
Securities of any or all series have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, 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
of the maturity thereof pursuant to Section 5.1.

     

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

     

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

     

    “principal”
whenever used with reference to the Securities or any Security or any portion
thereof, shall be deemed to include “and premium, if any.”

     

    “record
date” shall have the meaning set forth in Section 2.7.

     

    “Registered
Security” means any Security registered on the Security register of the
Issuer.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    “Required
Currency” shall have the meaning set forth in Section 11.12.

     

    “Responsible
Officer” when used with respect to the Trustee means any vice president,
any senior trust officer or any trust officer, any assistant vice president, any
assistant treasurer, or any other officer or assistant officer associated with
the corporate trust department of the Trustee customarily performing functions
similar to those performed by the persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with the particular
subject.

     

    “Senior
Indebtedness” means the principal of and premium, if any, and interest on
all indebtedness of the Issuer, whether outstanding on the date of this
Indenture or thereafter created, (a) for money borrowed by the Issuer, (b) for
money borrowed by, or obligations of, others and either assumed or guaranteed,
directly or indirectly, by the Issuer, (c) in respect of letters of credit and
acceptances issued or made by banks, or (d) constituting purchase money
indebtedness, or indebtedness secured by property included in the property,
plant and equipment accounts of the Issuer at the time of the acquisition of
such property by the Issuer, for the payment of which the Issuer is directly
liable, and all deferrals, renewals, extensions and refundings of, and
amendments, modifications and supplements to, any such indebtedness. As used in
the preceding sentence the term “purchase money indebtedness” means indebtedness
evidenced by a note, debenture, bond or other instrument (whether or not secured
by any lien or other security interest) issued or assumed as all or a part of
the consideration for the acquisition of property, whether by purchase, merger,
consolidation or otherwise, unless by its terms such indebtedness is
subordinated in right of payment to other indebtedness of the Issuer.
Notwithstanding anything to the contrary in this Indenture or the Securities,
Senior Indebtedness shall not include (i) any indebtedness of the Issuer which,
by its terms or the terms of the instrument creating or evidencing it, is
subordinate in right of payment to or pari passu with the Securities or (ii) any
indebtedness of the Issuer to a Subsidiary.

     

    “Security”
or “Securities”
has the meaning stated in the first recital of this Indenture, or, as the case
may be, Securities that have been authenticated and delivered under this
Indenture.

     

    “Subsidiary”
means any corporation, partnership or other entity of which at the time of
determination the Issuer owns or controls directly or indirectly more than 50%
of the voting power of the shares of Voting Shares.

     

    “Trust Indenture
Act of 1939” (except as otherwise provided in Sections 8.1 and 8.2) means
the Trust Indenture Act of 1939 as in force at the date as of which this
Indenture was originally executed.

     

    “Trustee”
means the Person identified as “Trustee” in the first paragraph hereof and,
subject to the provisions of Article 6, shall also include any successor
trustee. “Trustee” shall also mean or include each Person who is then a trustee
hereunder and, if at any time there is more than one such Person, “Trustee” as
used with respect to the Securities of any series shall mean the trustee with
respect to the Securities of such series.

     

    “Unregistered
Security” means any Security other than a Registered
Security.

     

    
      
        
        

      

      
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    “U.S. Government
Obligations” means securities which are (1) direct obligations of the
United States of America for the payment of which its full faith and credit is
pledged or (2) obligations of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States of America the timely payment
of which is unconditionally guaranteed by the full faith and credit of the
United States of America which, in either case, are not callable or redeemable
at the option of the issuer thereof or otherwise subject to prepayment, and
shall also include a depositary receipt issued by a New York Clearing House bank
or trust company as custodian with respect to any such U.S. Government
Obligation or a specific payment of interest on or principal of any such U.S.
Government Obligation held by such custodian for the account of the holder of a
depositary receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt or from any amount held by the custodian in respect of
the U.S. Government Obligation or the specific payment of interest on or
principal of the U.S. Government Obligation evidenced by such depositary
receipt.

     

    “Voting
Shares” means shares of any class or classes having general voting power
under ordinary circumstances to elect a majority of the board of directors,
managers or trustees of the corporation in question, provided that, for the
purposes hereof, shares which carry only the right to vote conditionally on the
happening of an event shall not be considered voting shares whether or not such
event shall have happened.

     

    “Yield to
Maturity” means the yield to maturity on a series of securities,
calculated at the time of issuance of such series, or, if applicable, at the
most recent redetermination of interest on such series, and calculated in
accordance with accepted financial practice.

     

    ARTICLE 2

     

    SECURITIES

     

    Section 2.1 Forms
Generally.  The
Securities of each series and the Coupons, if any, to be attached thereto shall
be substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to one or more Board Resolutions (as set forth in a
Board Resolution or, to the extent established pursuant to rather than set forth
in a Board Resolution, an Officer’s Certificate detailing such establishment) or
in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture and may have imprinted or otherwise
reproduced thereon such legend or legends or endorsements, not inconsistent with
the provisions of this Indenture, as may be required to comply with any law or
with any rules or regulations pursuant thereto, or with any rules of any
securities exchange or to conform to general usage, all as may be determined by
the officers executing such Securities and Coupons, if any, as evidenced by
their execution of such Securities and Coupons. If temporary Securities of any
series are issued as permitted by Section 2.11, the form thereof also shall be
established as provided in the preceding sentence. If the forms of Securities
and Coupons, if any, of the series are established by, or by action taken
pursuant to, a Board Resolution, a copy of the Board Resolution together with an
appropriate record of any such action taken pursuant thereto, including a copy
of the approved form of Securities or Coupons, if any, shall be certified by the
Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee
at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for
the authentication and delivery of such Securities.

     

    
      
        
        

      

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

     

    Section 2.2 Form of Trustee’s
Certificate of Authentication. The
Trustee’s certificate of authentication on all Securities shall be in
substantially the following form:

     

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

     

    Dated:

     

    ___________________,

     

    as
Trustee

     

    By:__________________,

     

    Authorized
Signatory”

     

    If at any
time there shall be an Authenticating Agent appointed with respect to any series
of Securities, then the Trustee’s Certificate of Authentication to be borne by
the Securities of each such series shall be substantially as
follows:

     

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

     

    Dated:

     

    _______________,

     

    as
Authenticating Agent

     

    By:__________________,

     

    Authorized
Signatory”

     

    Section 2.3 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.  All Securities issued
hereunder and any Coupons and the payment of principal of and interest on any
Securities and of any Coupons shall be subordinated in right of payment, to the
extent and in the manner set forth in Article 13, to all Senior Indebtedness.
There shall be established in or pursuant to one or more Board Resolutions (and
to the extent established pursuant to rather than set forth in a Board
Resolution, in an Officer’s Certificate detailing such establishment) or
established in one or more indentures supplemental hereto, prior to the initial
issuance of Securities of any series, the following information with respect to
the Securities of such series, to the extent applicable:

     

    
      
        
        

      

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

     

    (b) the
aggregate principal amount of such Securities to be issued;

     

    (c) any limit
upon the aggregate principal amount of Securities of such series that may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 2.8, 2.9,
2.11, 8.5 or 12.3);

     

    (d) the price
or prices at which such Securities will be issued;

     

    (e) the date
or dates on which the principal of such Securities is payable;

     

    (f) the rate
or rates of interest, if any, which may be fixed or variable, at which such
Securities will bear interest, or the method of determining such rate or rates,
if any;

     

    (g) the date
or dates from which any interest will accrue or the method by which such date or
dates will be determined;

     

    (h) in the
case of Original Issue Discount Securities, the rate of accretion of principal,
which may be fixed or variable, or the method of determining such rate, and the
date or dates from which principal will accrete or the method by which such date
or dates will be determined;

     

    (i) whether
the amount of payments of principal of (and premium, if any) or interest on such
Securities may be determined with reference to any index, formula or other
method, such as one or more currencies, commodities, equity indices or other
indices, and the manner of determining the amount of such payments;

     

    (j) the dates
on which interest on such Securities shall be payable and the regular record
date for determining holders who are entitled to the interest payable on any
interest payment date or the method by which such date or dates will be
determined;

     

    (k) the
right, if any, to extend the interest payment periods and the duration of any
such deferral period, including the maximum consecutive period during which
interest payment periods may be extended;

     

    (l) the
currency or currencies in which such Securities will be denominated and in which
principal, any premium and any interest will or may be payable or a description
of any units based on or relating to a currency or currencies in which such
Securities will be denominated;

     

    (m) the place
or places where the principal of (and premium, if any) and interest on such
Securities will be payable, where such Securities may be surrendered for
registration of transfer, exchange or conversion, as applicable, and where
notices and demands may be delivered to or upon the Issuer;

     

    
      
        
        

      

      
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    (n) if the
Issuer shall possess the option to do so, the periods within which and the
prices at which the Issuer may redeem such Securities, in whole or in part,
pursuant to optional redemption provisions, and the other terms and conditions
of any such provisions;

     

    (o) the
Issuer's obligations, if any, to redeem, repay or purchase such Securities prior
to the maturity date, to set aside funds or other assets or make periodic
payments to a sinking fund or provide security for any redemption or purchase
through an analogous provision or at the option of holders of such Securities,
and the period or periods within which and the price or prices at which the
Issuer will redeem, repay or purchase such Securities, in whole or in part, or
set aside such assets, make such payments or provide such security pursuant to
such obligations, and the other terms and conditions of such
obligations;

     

    (p) if other
than denominations of $1,000 and any integral multiple thereof in the case of
Registered Securities, or $1,000 and $5,000 in the case of Unregistered
Securities, the denominations in which such Securities shall be
issuable;

     

    (q) the
portion, or methods of determining the portion, of the principal amount of such
Securities which the Issuer must pay upon the acceleration of the maturity of
such Securities in connection with an Event of Default, if other than the full
principal amount;

     

    (r) provisions,
if any, granting special rights to holders of such Securities upon the
occurrence of specified events;

     

    (s) any
deletions from, modifications of or additions to the Events of Default or the
covenants with respect to such series of Securities, and whether or not such
Events of Default or covenants are consistent with those contained in this
Indenture;

     

    (t) any
limitation on the Issuer's ability to incur debt, grant liens, redeem stock, pay
dividends, sell assets or other restrictions;

     

    (u) the
application, if any, of the terms of this Indenture relating to legal defeasance
and covenant defeasance to such Securities;

     

    (v) the
terms, if any, upon which the holders may convert or exchange (or upon which the
Issuer may require the holders to convert or exchange) such Securities into or
for ordinary shares, preferred shares or other securities or property (or upon
which such Securities shall automatically convert or be exchanged into or for
such other securities or property);

     

    (w) any
change in the right of the Trustee or the requisite holders of such Securities
to declare the principal amount thereof due and payable because of an Event of
Default;

     

    (x) to whom
any interest on any such Security shall be payable, if other than the Person in
whose name the Security is registered, on the record date for such interest, and
the extent to which, or the manner in which, any interest payable on a temporary
global Security will be paid if other than in the manner provided in this
Indenture;

     

    (y) if the
principal of or any premium or interest on such Securities is to be payable in
one or more currencies or currency units other than as stated, the currency,
currencies or currency units in which it shall be paid and the periods within
and terms and conditions upon which such election is to be made and the amounts
payable (or the manner in which such amount shall be determined);

     

    
      
        
        

      

      
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    (z) the
collateral, if any, securing such Securities, and the guarantors, if any, who
will guarantee such Securities, or the methods of determining such collateral,
if any, and such guarantors, if any;

     

    (aa) if the
principal amount payable at the stated maturity of any such Securities will not
be determinable as of any one or more dates prior to the stated maturity, the
amount which shall be deemed to be the principal amount of such Securities as of
any such date for any purpose, including the principal amount thereof which
shall be due and payable upon any maturity other than the stated maturity or
which shall be deemed to be outstanding as of any date prior to the stated
maturity (or, in any such case, the manner in which such amount deemed to be the
principal amount shall be determined);

     

    (bb) whether
any of such Securities will be issued in global form and, if so, the terms and
conditions upon which global Securities may be exchanged for certificated
Securities;

     

    (cc) the
Depositary for global or certificated Securities;

     

    (dd) whether
such Securities will be issued in registered form, in bearer form or in both
registered and bearer form;

     

    (ee) any
restrictions or special procedures applicable to (i) the place of payment of the
principal, any premium and any interest on Unregistered Securities, (ii) the
exchange of Unregistered Securities for Registered Securities, (iii) the offer,
sale or delivery of Unregistered Securities or (iv) the payment of interest on
such Securities;

     

    (ff) certain
U.S. federal income tax consequences and special considerations applicable to
such Securities;

     

    (gg) any
Cayman Islands tax consequences applicable to such Securities, including any
Securities denominated and made payable, as described in the prospectus
supplements, in Foreign Currencies, or units based on or related to Foreign
Currencies;

     

    (hh) any
proposed listing of such Securities on a securities exchange;

     

    (ii) whether
and under what circumstances the Issuer will pay additional amounts on such
Securities held by a Person who is not a U.S. person in respect of any tax,
assessment or governmental charge withheld or deducted and, if so, whether the
Issuer will have the option to redeem such Securities rather than pay such
additional amounts;

     

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

     

    
      
        
        

      

      
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    (kk) the date
as of which such Securities shall be dated if other than the date of original
issuance thereof;

     

    (ll) the names
of any trustee, Depositary, authenticating or paying agent, transfer agent,
registrar or other agent with respect to such Securities;

     

    (mm) whether
the subordination provisions contained in this Indenture or different
subordination provisions will apply to such Securities; and

     

    (nn) any other
specific terms of such Securities, including any other terms which may be
required by or advisable under applicable laws or regulations.

     

    All
Securities of any one series and Coupons, if any, appertaining thereto, shall be
substantially identical, except in the case of Registered Securities as to
denomination and except as may otherwise be provided by or pursuant to the Board
Resolution or Officer’s Certificate referred to above or as set forth in any
such indenture supplemental hereto. All Securities of any one series need not be
issued at the same time and may pursuant to the Board Resolution or Officer’s
Certificate be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to such Board Resolution, such
Officer’s Certificate or in any such indenture supplemental hereto.

     

    Section 2.4 Authentication and Delivery
of Securities.

     

    (a) The
Issuer may deliver Securities of any series having attached thereto appropriate
Coupons, if any, executed by the Issuer to the Trustee for authentication
together with the applicable documents referred to below in this Section, and
the Trustee shall thereupon authenticate and deliver such Securities to or upon
the order of the Issuer (contained in the Issuer Order referred to below in this
Section) or pursuant to such procedures acceptable to the Trustee and to such
recipients as may be specified from time to time by an Issuer Order. The
maturity date, original issue date, interest rate and any other terms of the
Securities of such series and Coupons, if any, appertaining thereto shall be
determined by or pursuant to such Issuer Order and procedures. In authenticating
such Securities and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive and (subject to Section 6.1) shall be fully protected in relying upon,
unless and until such documents have been superseded or revoked:

     

    (i) an Issuer
Order requesting such authentication and setting forth delivery instructions if
the Securities and Coupons, if any, are not to be delivered to the Issuer,
provided that, with respect to Securities of a series subject to a Periodic
Offering, (A) such Issuer Order may be delivered by the Issuer to the
Trustee prior to the delivery to the Trustee of such Securities for
authentication and delivery, (B) the Trustee shall authenticate and deliver
Securities of such series for original issue from time to time, in an aggregate
principal amount not exceeding the aggregate principal amount established for
such series, pursuant to an Issuer Order or pursuant to procedures acceptable to
the Trustee as may be specified from time to time by an Issuer Order and (C) the
maturity date or dates, original issue date or dates, interest rate or rates and
any other terms of Securities of such series shall be determined by an Issuer
Order or pursuant to such procedures;

     

    
      
        
        

      

      
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    (ii) any Board
Resolution, Officer’s Certificate and/or executed supplemental indenture
referred to in Sections 2.1 and 2.3 by or pursuant to which the forms and terms
of the Securities and Coupons, if any, were established;

     

    (iii) an
Officer’s Certificate setting forth the form or forms and terms of the
Securities and Coupons, if any, stating that the form or forms and terms of the
Securities and Coupons, if any, have been established pursuant to Sections 2.1
and 2.3 and comply with this Indenture, and covering such other matters as the
Trustee may reasonably request; and

     

    (iv) at the
option of the Issuer, either one or more Opinions of Counsel, or a letter
addressed to the Trustee permitting it to conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, on one or
more Opinions of Counsel, substantially to the effect that:

     

    (A)           the
forms of the Securities and Coupons, if any, have been duly authorized and
established in conformity with the provisions of this Indenture;

     

    (B)           the
terms of the Securities have been duly authorized and established in conformity
with the provisions of this Indenture, and, if applicable, certain terms of the
Securities have been established pursuant to a Board Resolution, an Officer’s
Certificate or a supplemental indenture in accordance with this Indenture, and
when such other terms as are to be established pursuant to procedures set forth
in an Issuer Order shall have been established, all such terms will have been
duly authorized by the Issuer and will have been established in conformity with
the provisions of this Indenture;

     

    (C)           when
the Securities and Coupons, if any, have been executed by the Issuer and
authenticated by the Trustee in accordance with the provisions of this Indenture
and delivered to and duly paid for by the purchasers thereof, they will have
been duly issued under this Indenture, will be entitled to the benefits of this
Indenture, and will be valid and binding obligations of the Issuer, enforceable
in accordance with their respective terms except as the enforceability thereof
may be limited by bankruptcy, insolvency or similar laws affecting creditors’
rights generally and equitable principles of general applicability;
and

     

    (D)           that
all applicable laws and requirements in respect of the execution and delivery by
the Issuer of such Securities have been complied with.

     

    In
rendering such opinions, counsel may qualify such opinions with other customary
or necessary qualifications, assumptions, limitations and
exceptions.  Such counsel may rely upon opinions of other counsel
(copies of which shall be delivered to the Trustee), who shall be counsel
reasonably satisfactory to the Trustee.  Such counsel may also state
that, insofar as such opinion involves factual matters, he or she has relied, to
the extent he or she deems proper, upon certificates of officers of the Issuer
and its subsidiaries and certificates of public officials.

     

    
      
        
        

      

      
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    (b) The
Trustee shall have the right to decline to authenticate and deliver any
Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Issuer or if the
Trustee in good faith by its board of directors or board of trustees, executive
committee, or a trust committee of directors or trustees or Responsible Officers
shall determine that such action would expose the Trustee to personal liability
to existing Holders or would affect the Trustee’s own rights, duties or
immunities under the Securities, this Indenture or otherwise.

     

    (c) If the
Issuer shall establish pursuant to Section 2.3 that the Securities of a series
are to be issued in whole or in part in global form, then the Issuer shall
execute and the Trustee shall, in accordance with this Section and the Issuer
Order with respect to such series, authenticate and deliver one or more
Securities in global form that (i) shall represent and shall be denominated in
an amount equal to the aggregate principal amount of all of the Securities of
such series issued and not yet canceled, (ii) if such Securities are Registered
Securities, shall be registered in the name of the Depositary for such Security
or Securities in global form or the nominee of such Depositary, (iii) if such
Securities are Registered Securities, shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a
legend substantially to the following effect:

     

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

     

    The
Trustee shall have no responsibility for any action taken or not taken by the
Depositary.

     

    (d) Each
Depositary designated pursuant to Section 2.3 must, at the time of its
designation and at all times while it serves as Depositary, be a clearing agency
registered under the Securities Exchange Act of 1934 and any other applicable
statute or regulation.

     

    Section
2.5 Execution of
Securities.  The
Securities and, if applicable, each Coupon appertaining thereto shall be signed
on behalf of the Issuer by the chairman of its Board of Directors or its chief
executive officer, chief financial officer, president or any executive, senior
or other vice president or its treasurer, but need not be attested. Such
signatures may be the manual or facsimile signatures of the present or any
future such officers. Typographical and other minor errors or defects in any
such signature shall not affect the validity or enforceability of any Security
that has been duly authenticated and delivered by the Trustee.

     

    
      
        
        

      

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

     

    Section 2.6 Certificate of
Authentication.  Only
such Securities as shall bear thereon a certificate of authentication
substantially in the form herein before recited, executed by the Trustee by the
manual signature of one of its authorized signatories, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. No Coupon
shall be entitled to the benefits of this Indenture or shall be valid and
obligatory for any purpose until the certificate of authentication on the
Security to which such Coupon appertains shall have been duly executed by the
Trustee. The execution of such certificate by the Trustee upon any Security
executed by the Issuer 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.

     

    Section 2.7 Denomination and Date of
Securities; Payments of Interest. The
Securities of each series shall be issuable as Registered Securities or
Unregistered Securities in denominations established as contemplated by Section
2.3 or, with respect to the Registered Securities of any series, if not so
established, in denominations of $1,000 and any integral multiple thereof. If
denominations of Unregistered Securities of any series are not so established,
such Securities shall be issuable in denominations of $1,000 and $5,000. The
Securities of each series shall be numbered, lettered or otherwise distinguished
in such manner or in accordance with such plan as the officers of the Issuer
executing the same may determine with the approval of the Trustee, as evidenced
by the execution and authentication thereof.

     

    Each
Registered Security shall be dated the date of its authentication. Each
Unregistered Security shall be dated as provided in the resolution or
resolutions of the Board of Directors of the Issuer referred to in Section 2.3.
The Securities of each series shall bear interest, if any, from the date, and
such interest shall be payable on the dates, established as contemplated by
Section 2.3.

     

    The
person in whose name any Registered Security of any series is registered at the
close of business on any record date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to
receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Registered Security subsequent
to the record date and prior to such interest payment date, except if and to the
extent the Issuer shall default in the payment of the interest due on such
interest payment date for such series, in which case such defaulted interest
shall be paid to the persons in whose names Outstanding Registered Securities
for such series are registered at the close of business on a subsequent record
date (which shall be not less than five Business Days prior to the date of
payment of such defaulted interest) established by notice given by mail by or on
behalf of the Issuer to the Holders of Registered Securities not less than 15
days preceding such subsequent record date. The term “record
date” as used with respect to any interest payment date (except a date
for payment of defaulted interest) for the Securities of any series shall mean
the date specified as such in the terms of the Registered Securities of such
series established as contemplated by Section 2.3, or, if no such date is so
established, if such interest payment date is the first day of a calendar month,
the fifteenth day of the next preceding calendar month or, if such interest
payment date is the fifteenth day of a calendar month, the first day of such
calendar month, whether or not such record date is a Business Day.

     

    
      
        
        

      

      
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    Section
2.8 Registration, Transfer and
Exchange.

     

    (a) The
Issuer will keep at each office or agency to be maintained for the purpose as
provided in Section 3.2 for each series of Securities a register or registers in
which, subject to such reasonable regulations as it may prescribe, it will
provide for the registration of Registered Securities of such series and the
registration of transfer of Registered Securities of such series. Such register
shall be in written form in the English language. At all reasonable times such
register or registers shall be open for inspection by the Trustee.

     

    (b) Subject
to the prior written consent of the Cayman Islands Monetary Authority, where
applicable, upon due presentation for registration of transfer of any Registered
Security of any series at any such office or agency to be maintained for the
purpose as provided in Section 3.2, the Issuer shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Registered Security or Registered Securities of the same series, maturity
date, interest rate and original issue date in authorized denominations for a
like aggregate principal amount.

     

    Unregistered
Securities (except for any temporary Unregistered Securities in global form) and
Coupons (except for Coupons attached to any temporary Unregistered Securities in
global form) shall be transferable by delivery.

     

    (c) (i)  At
the option of the Holder thereof, Registered Securities of any series (other
than a Registered Security in global form, except as set forth below) may be
exchanged for a Registered Security or Registered Securities of such series
having authorized denominations and an equal aggregate principal amount, upon
surrender of such Registered Securities to be exchanged at the agency of the
Issuer that shall be maintained for such purpose in accordance with Section 3.2
and upon payment, if the Issuer shall so require, of the charges hereinafter
provided. Whenever any Registered Securities are so surrendered for exchange,
the Issuer shall execute, and the Trustee shall authenticate and deliver, the
Registered Securities which the Holder making the exchange is entitled to
receive.

     

    (ii) Unless
otherwise specified as contemplated by Section 2.3, at the option of the Holder,
Unregistered Securities of such series may be exchanged for Registered
Securities (if the Securities of such series are issuable in registered form) or
Unregistered Securities (if Unregistered Securities of such series are issuable
in more than one denomination and such exchanges are permitted by such series)
of the same series, of any authorized denominations and of like tenor and
aggregate principal amount, upon surrender of the Securities to be exchanged at
the agency of the Issuer that shall be maintained for such purpose in accordance
with Section 3.2, with all unmatured Coupons and all matured Coupons in default
thereto appertaining. If the Holder of an Unregistered Security is unable to
produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in
default, such exchange may be effected if the Unregistered Securities are
accompanied by payment in funds acceptable to the Issuer and the Trustee in an
amount equal to the face amount of such missing Coupon or Coupons, or the
surrender of such missing Coupon or Coupons may be waived by the Issuer and the
Trustee if there be furnished to them such security or indemnity as they may
require to save each of them and any paying agent harmless. If thereafter the
Holder of such Security shall surrender to any paying agent any such missing
Coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment as provided in Section
3.2. Notwithstanding the foregoing, in case any Unregistered Security of any
series is surrendered at any such office or agency in exchange for a Registered
Security of the same series after the close of business at such office or agency
on (A) any record date and before the opening of business at such office or
agency on the relevant interest payment date, or (B) any special record date for
payment of defaulted interest and before the opening of business at such office
or agency on the related date for payment of defaulted interest, such
Unregistered Security shall be surrendered without the Coupon relating to such
interest or defaulted interest payment date or proposed date of payment, as the
case may be (or, if such Coupon is so surrendered with such Unregistered
Security, such Coupon shall be returned to the person so surrendering the
Unregistered Security), and interest or defaulted interest, as the case may be,
will not be payable on such date or proposed date for payment, as the case may
be, in respect of the Registered Security issued in exchange for such
Unregistered Security, but will be payable only to the Holder of such Coupon,
when due in accordance with the provisions of this Indenture.

    
      
        
        

      

      
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    (iii) Registered
Securities of any series may not be exchanged for Unregistered Securities of
such series unless (A) otherwise specified pursuant to Section 2.3 and (B) the
Issuer has delivered to the Trustee an Opinion of Counsel that (1) the Issuer
has received from the Internal Revenue Service a ruling or (2) since the date
hereof, there has been a change in the applicable Federal income tax law, in
either case to the effect that the inclusion of terms permitting Registered
Securities to be exchanged for Unregistered Securities would result in no
adverse Federal income tax effect to the Issuer or to any Holder. Whenever any
Securities are so surrendered for exchange, the Issuer shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive. All Securities and Coupons surrendered upon
any exchange or transfer provided for in this Indenture shall be canceled
promptly and disposed of by the Trustee in accordance with its procedures for
the disposition of cancelled securities in effect as of the date of such
cancellation and the Trustee will deliver a certificate of disposition thereof
to the Issuer.

     

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

     

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

     

    The
Issuer shall not be required to exchange or register a transfer of (i) any
Securities of any series for a period of 15 days next preceding the first
mailing of notice of redemption of Securities of such series to be redeemed or
(ii) any Securities selected, called or being called for redemption, in whole or
in part, except, in the case of any Security to be redeemed in part, the portion
thereof not so to be redeemed.

     

    (e) Notwithstanding
any other provision of this Section 2.8, unless and until it is exchanged in
whole or in part for Securities in definitive registered form, a Registered
Security in global form representing all or a portion of the Securities of a
series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.

     

    
      
        
        

      

      
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    If at any
time the Depositary for any Registered Securities of a series represented by one
or more Registered Securities in global form notifies the Issuer that it is
unwilling or unable to continue as Depositary for such Registered Securities or
if at any time the Depositary for such Registered Securities shall no longer be
eligible under Section 2.4, the Issuer shall appoint a successor Depositary
eligible under Section 2.4 with respect to such Registered Securities. If a
successor Depositary eligible under Section 2.4 for such Registered Securities
is not appointed by the Issuer within 90 days after the Issuer receives such
notice or becomes aware of such ineligibility, the Issuer’s election pursuant to
Section 2.3 that such Registered Securities be represented by one or more
Registered Securities in global form shall no longer be effective and the Issuer
will execute, and the Trustee, upon receipt of an Officer’s Certificate for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive registered
form without Coupons, in any authorized denominations, in an aggregate principal
amount equal to the principal amount of the Registered Security or Securities in
global form representing such Registered Securities in exchange for such
Registered Security or Securities in global form.

     

    The
Issuer may at any time and in its sole discretion determine that the Registered
Securities of any series issued in the form of one or more Registered Securities
in global form shall no longer be represented by a Registered Security or
Securities in global form. In such event the Issuer will execute, and the
Trustee, upon receipt of an Officer’s Certificate for the authentication and
delivery of definitive Securities of such series, will authenticate and deliver,
Securities of such series in definitive registered form without Coupons, in any
authorized denominations, in an aggregate principal amount equal to the
principal amount of the Registered Security or Securities in global form
representing such Registered Securities, in exchange for such Registered
Security or Securities in global form.

     

    If
specified by the Issuer pursuant to Section 2.3 with respect to Securities
represented by a Registered Security in global form, the Depositary for such
Registered Security in global form may surrender such Registered Security in
global form in exchange in whole or in part for Registered Securities of the
same series in definitive form on such terms as are acceptable to the Issuer and
such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall
authenticate and deliver, without service charge,

     

    (i) to the
Person specified by such Depositary a new Registered Security or Securities of
the same series, of any authorized denominations as requested by such Person, in
an aggregate principal amount equal to and in exchange for such Person’s
beneficial interest in the Registered Security in global form; and

     

    (ii) to such
Depositary a new Registered Security in global form in a denomination equal to
the difference, if any, between the principal amount of the surrendered
Registered Security in global form and the aggregate principal amount of
Registered Securities authenticated and delivered pursuant to clause (i)
above.

     

    
      
        
        

      

      
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    Upon the
exchange of a Registered Security in global form for Registered Securities in
definitive form without Coupons, in authorized denominations, such Registered
Security in global form shall be canceled by the Trustee or an agent of the
Issuer or the Trustee. Registered Securities in definitive form issued in
exchange for a Registered Security in global form pursuant to this Section 2.8
shall be registered in such names and in such authorized denominations as the
Depositary for such Registered Security in global form, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent
shall deliver such Securities to or as directed by the Persons in whose names
such Securities are so registered.

     

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

     

    (g) Notwithstanding
anything herein or in the terms of any series of Securities to the contrary,
none of the Issuer, the Trustee or any agent of the Issuer or the Trustee (any
of which, other than the Issuer, may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, on an
Officer’s Certificate and an Opinion of Counsel) shall be required to exchange
any Unregistered Security for a Registered Security if such exchange would
result in adverse income tax consequences to the Issuer.

     

    (h) The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any
Security (including any transfers between or among Depositary participants or
beneficial owners of interests in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

     

    Section 2.9 Mutilated, Defaced,
Destroyed, Lost and Stolen Securities. In case
any Security or any Coupon appertaining to any Security shall become mutilated,
defaced or be destroyed, lost or stolen, the Issuer in its discretion may
execute, and upon the written request of any officer of the Issuer, the Trustee
shall authenticate and deliver a new Security of the same series, maturity date,
interest rate and original issue date, bearing a number or other distinguishing
symbol not contemporaneously outstanding, in exchange and substitution for the
mutilated or defaced Security, or in lieu of and in substitution for the
Security so destroyed, lost or stolen with Coupons corresponding to the Coupons
appertaining to the Securities so mutilated, defaced, destroyed, lost or stolen,
or in exchange or substitution for the Security to which such mutilated,
defaced, destroyed, lost or stolen Coupon appertained, with Coupons appertaining
thereto corresponding to the Coupons so mutilated, defaced, destroyed, lost or
stolen. In every case the applicant for a substitute Security or Coupon shall
furnish to the Issuer and to the Trustee and any agent of the Issuer or the
Trustee such security or indemnity as may be required by them to indemnify and
defend and to save each of them harmless and, in every case of destruction, loss
or theft, evidence to their satisfaction of the destruction, loss or theft of
such Security or Coupon and of the ownership thereof and in the case of
mutilation or defacement shall surrender the Security and related Coupons to the
Trustee or such agent.

     

    
      
        
        

      

      
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    Upon the
issuance of any substitute Security or Coupon, the Issuer 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) of its agent connected therewith. In case any
Security or Coupon which has matured or is about to mature or has been called
for redemption in full shall become mutilated or defaced or be destroyed, lost
or stolen, the Issuer may instead of issuing a substitute Security, pay or
authorize the payment of the same or the relevant Coupon (without surrender
thereof except in the case of a mutilated or defaced Security or Coupon), if the
applicant for such payment shall furnish to the Issuer and to the Trustee and
any agent of the Issuer or the Trustee such security or indemnity as any of them
may require to save each of them harmless, and, in every case of destruction,
loss or theft, the applicant shall also furnish to the Issuer and the Trustee
and any agent of the Issuer or the Trustee evidence to their satisfaction of the
destruction, loss or theft of such Security or Coupon and of the ownership
thereof.

     

    Every
substitute Security or Coupon of any series issued pursuant to the provisions of
this Section by virtue of the fact that any such Security or Coupon is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Issuer, whether or not the destroyed, lost or stolen Security or Coupon
shall be at any time enforceable by anyone and shall be entitled to all the
benefits of (but shall be subject to all the limitations of rights set forth in)
this Indenture equally and proportionately with any and all other Securities or
Coupons of such series duly authenticated and delivered hereunder. All
Securities and Coupons shall be held and owned upon the express condition that,
to the extent permitted by law, the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, defaced or destroyed, lost
or stolen Securities and Coupons and shall preclude any and all other rights or
remedies notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments or
other securities without their surrender.

     

    Section
2.10 Cancellation of Securities;
Destruction Thereof.  All
Securities and Coupons surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any payment in respect of a sinking
or analogous fund, if surrendered to the Issuer or any agent of the Issuer or
the Trustee or any agent of the Trustee, shall be delivered to the Trustee or
its agent for cancellation or, if surrendered to the Trustee, shall be canceled
by it; and no Securities or Coupons shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee or
its agent shall dispose of canceled Securities and Coupons held by it in
accordance with its procedures for the disposition of cancelled securities in
effect as of the date of such cancellation. If the Issuer or its agent shall
acquire any of the Securities or Coupons, such acquisition shall not operate as
a redemption or satisfaction of the indebtedness represented by such Securities
or Coupons unless and until the same are delivered to the Trustee or its agent
for cancellation.

     

    
      
        
        

      

      
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    Section
2.11 Temporary
Securities.  Pending
the preparation of definitive Securities for any series, the Issuer may execute
and the Trustee shall authenticate and deliver temporary Securities for such
series (printed, lithographed, typewritten or otherwise reproduced, in each case
in form satisfactory to the Trustee). Temporary Securities of any series shall
be issuable as Registered Securities without Coupons, or as Unregistered
Securities with or without Coupons attached thereto, of any authorized
denomination, and substantially in the form of the definitive Securities of such
series but with such omissions, insertions and variations as may be appropriate
for temporary Securities, all as may be determined by the Issuer with the
concurrence of the Trustee as evidenced by the execution and authentication
thereof. Temporary Securities may contain such references to any provisions of
this Indenture as may be appropriate. Every temporary Security shall be executed
by the Issuer and be authenticated by the Trustee upon the same conditions and
in substantially the same manner, and with like effect, as the definitive
Securities. Without unreasonable delay the Issuer shall execute and shall
furnish definitive Securities of such series and thereupon temporary Registered
Securities of such series may be surrendered in exchange therefor without charge
at each office or agency to be maintained by the Issuer for that purpose
pursuant to Section 3.2 and, in the case of Unregistered Securities, at any
agency maintained by the Issuer for such purpose as specified pursuant to
Section 3.2, and the Trustee shall authenticate and deliver in exchange for such
temporary Securities of such series an equal aggregate principal amount of
definitive Securities of the same series having authorized denominations and, in
the case of Unregistered Securities, having attached thereto any appropriate
Coupons. Until so exchanged, the temporary Securities of any series shall be
entitled to the same benefits under this Indenture as definitive Securities of
such series, unless otherwise established pursuant to Section 2.3. The
provisions of this Section are subject to any restrictions or limitations on the
issue and delivery of temporary Unregistered Securities of any series that may
be established pursuant to Section 2.3 (including any provision that
Unregistered Securities of such series initially be issued in the form of a
single Unregistered Security in global form to be delivered to a Depositary or
agency located outside the United States and the procedures pursuant to which
Unregistered Securities in definitive or global form of such series would be
issued in exchange for such temporary Unregistered Security in global
form).

     

    Section
2.12 Global
Securities.  Neither
the Trustee nor any Agent shall have any responsibility for any actions taken or
not taken by the Depositary.

     

    Section
2.13 CUSIP
Numbers.  The
Issuer in issuing the Securities may use “CUSIP” numbers (if then generally in
use), and, if so used by the Issuer, 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 Issuer will promptly notify
the Trustee of any change in the “CUSIP” numbers.

     

    
      
        
        

      

      
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    ARTICLE 3

     

    COVENANTS
OF THE ISSUER

     

    Section 3.1 Payment of Principal,
Premium and Interest.  The
Issuer covenants and agrees for the benefit of each series of Securities that it
will duly and punctually pay or cause to be paid the principal of, and premium,
if any, and interest on, each of the Securities of such series (together with
any additional amounts payable pursuant to the terms of such Securities) at the
place or places, at the respective times and in the manner provided in such
Securities and in the Coupons, if any, appertaining thereto and in this
Indenture. The interest on Securities with Coupons attached (together with any
additional amounts payable pursuant to the terms of such Securities) shall be
payable only upon presentation and surrender of the several Coupons for such
interest installments as are evidenced thereby as they severally mature. If any
temporary Unregistered Security provides that interest thereon may be paid while
such Security is in temporary form, the interest on any such temporary
Unregistered Security (together with any additional amounts payable pursuant to
the terms of such Security) shall be paid, as to the installments of interest
evidenced by Coupons attached thereto, if any, only upon presentation and
surrender thereof, and, as to the other installments of interest, if any, only
upon presentation of such Securities for notation thereon of the payment of such
interest, in each case subject to any restrictions that may be established
pursuant to Section 2.3. The interest on Registered Securities (together with
any additional amounts payable pursuant to the terms of such Securities) shall
be payable only to or upon the written order of the Holders thereof and, at the
option of the Issuer, may be paid by wire transfer or by mailing checks for such
interest payable to or upon the written order of such Holders at their last
addresses as they appear on the registry books of the Issuer.

     

    Section 3.2 Offices for Payments,
Etc.  So
long as any Securities are issued as Registered Securities, the Issuer will
maintain in the Borough of Manhattan, The City of New York, an office or agency
where the Registered Securities of each series may be presented for payment,
where the Securities of each series may be presented for exchange as is provided
in this Indenture and, if applicable, pursuant to Section 2.3 and where the
Registered Securities of each series may be presented for registration of
transfer as in this Indenture provided.

     

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

     

    
      
        
        

      

      
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    The
Issuer will maintain in the Borough of Manhattan, The City of New York, an
office or agency where notices and demands to or upon the Issuer in respect of
the Securities of any series, the Coupons appertaining thereto or this Indenture
may be served.

     

    The
Issuer will give to the Trustee written notice of the location of each such
office or agency and of any change of location thereof. In case the Issuer shall
fail to maintain any agency required by this Section, or shall fail to give such
notice of the location or of any change in the location of any of the above
agencies, presentations and demands may be made and notices may be served at the
Corporate Trust Office of the Trustee.

     

    The
Issuer may from time to time designate one or more additional offices or
agencies where the Securities of a series and any Coupons appertaining thereto
may be presented for payment, where the Securities of that series may be
presented for exchange as provided in this Indenture and pursuant to Section 2.3
and where the Registered Securities of that series may be presented for
registration of transfer as in this Indenture provided, and the Issuer may from
time to time rescind any such designation, as the Issuer may deem desirable or
expedient; provided, however, that no such designation or rescission shall in
any manner relieve the Issuer of its obligation to maintain the agencies
provided for in this Section. The Issuer will give to the Trustee prompt written
notice of any such designation or rescission thereof.

     

    Section 3.3 Money for Security Payments
to be Held in Trust; Unclaimed Money.  If
the Issuer 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 on any of the
Securities, segregate and hold in trust for the benefit of the Holders entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Holders or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

     

    Whenever
the Issuer shall have one or more paying agents, it will, on or prior to each
due date of the principal of and premium, if any, or interest on any Securities,
deposit with the paying agent or paying agents a sum sufficient to pay the
principal, premium, if any, or interest so becoming due, such sum to be held in
trust for the benefit of the Holders entitled to such principal, premium, if
any, or interest, and, unless such paying agent is the Trustee, the Issuer will
promptly notify the Trustee of its action or failure so to act.

     

    The
Issuer will cause each paying agent 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, that such paying agent
will:

     

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

     

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

     

    
      
        
        

      

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

     

    Any money
deposited with the Trustee or any paying agent, or then held by the Issuer in
trust for the payment of the principal of and premium, if any, or interest on
any Security and remaining unclaimed for two years after such principal and
premium, if any, or interest has become due and payable shall be paid to the
Issuer on Issuer Order, or, if then held by the Issuer, shall be discharged from
such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Issuer for payment thereof, and all liability
of the Trustee or such paying agent with respect to such trust money, and all
liability of the Issuer as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such paying agent, before being required to make
any such repayment, shall at the expense of the Issuer cause to be published at
least once, in an Authorized Newspaper in the Borough of Manhattan, The City of
New York, and at least once in an Authorized Newspaper in London, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Issuer.

     

    Section 3.4 Statements of Officers of
Issuer as to Default; Notice of Default.

     

    (a) The
Issuer will deliver to the Trustee, within 120 days after the end of each fiscal
year of the Issuer ending after the date hereof, a certificate, signed by the
principal executive officer, principal financial officer or principal accounting
officer, stating whether or not to the best knowledge of the signer thereof the
Issuer is in default (without regard to periods of grace or requirements of
notice) in the performance and observance of any of the terms, provisions and
conditions hereof, and if the Issuer shall be in default, specifying all such
defaults and the nature and status thereof of which they may have
knowledge.

     

    (b) The
Issuer shall file with the Trustee written notice of the occurrence of any
default or Event of Default within five Business Days of its becoming aware of
any such default or Event of Default.

     

    Section 3.5 Existence.  Subject
to Article 9, the Issuer will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence, rights (charter and
statutory) and franchises and those of each of its Subsidiaries; provided,
however, that the Issuer shall not be required to preserve any such right or
franchise if its Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Issuer or
the business of any Subsidiary and that the loss thereof is not disadvantageous
in any material respect to the Holders.

     

    
      
        
        

      

      
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    Section
3.6 Maintenance of
Properties.  The
Issuer will cause all properties used or useful in the conduct of its business
or the business of any Subsidiary to be maintained and kept in good condition,
repair and working order and supplied with all necessary equipment and will
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Issuer may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this
Section shall prevent the Issuer from discontinuing the operation or maintenance
of any such properties if such discontinuance is, in the judgment of the Issuer,
desirable in the conduct of its business or the business of any Subsidiary and
not disadvantageous in any material respect to the Holders.

     

    Section
3.7 Payment of Taxes and Other
Claims.  The
Issuer shall pay or discharge or cause to be paid or discharged, before the same
shall become delinquent, (a) all taxes, assessments and governmental charges
(including withholding taxes and any penalties, interest and additions to taxes)
levied or imposed upon the Issuer or any Subsidiary or upon the income, profits
or property of the Issuer or any Subsidiary, and (b) all material lawful claims
for labor, materials and supplies which, if unpaid, might by law become a lien
upon the property of the Issuer or any Subsidiary; provided, however, that the
Issuer shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings and for
which disputed amounts adequate reserves have been made.

     

    Section 3.8 Further Instruments and
Acts.  Upon
request of the Trustee, the Issuer will execute and deliver such further
instruments and perform such further acts as may be reasonably necessary or
proper to carry out more effectively the purposes of this
Indenture.

     

    Section
3.9 Commission
Reports.  The
Issuer shall file with the Trustee, within 15 days after it files such annual
and quarterly reports, information, documents and other reports with the
Commission, copies of its annual report and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may by rules and regulations prescribe) which the Issuer is required
to file with the Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee’s receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Issuer’s
compliance with any of its covenants hereunder.  The Trustee shall be
under no obligation to analyze or make any credit decisions with respect to
reports or other information received by it pursuant to this section, but shall
hold such reports and other information solely for the benefit of, and review
by, the security holders.

     

    Section
3.10 Calculation of Original
Issue Discount.  The
Issuer shall file with the Trustee promptly at the end of each calendar year (a)
a written notice specifying the amount of original issue discount (including
daily rates and accrual periods), if any, accrued on Outstanding Securities as
of the end of such year and (b) such other specific information relating to such
original issue discount as may then be relevant under the Internal Revenue Code
of 1986, as amended from time to time.

     

    
      
        
        

      

      
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    ARTICLE
4


     

    SECURITYHOLDERS
LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

     

    Section 4.1 Issuer to Furnish Trustee
Information as to Names and Addresses of Securityholders.  If
and so long as the Trustee shall not be the Security registrar for the
Securities of any series, the Issuer and any other obligor on the Securities
will furnish or cause to be furnished to the Trustee a list in such form as the
Trustee may reasonably require of the names and addresses of the Holders of the
Registered Securities of such series pursuant to Section 312 of the Trust
Indenture Act of 1939 (a) semi-annually not more than 5 days after each record
date for the payment of interest on such Registered Securities, as hereinabove
specified, as of such record date and on dates to be determined pursuant to
Section 2.3 for non-interest bearing Registered Securities in each year, and (b)
at such other times as the Trustee may request in writing, within thirty days
after receipt by the Issuer of any such request as of a date not more than 15
days prior to the time such information is furnished.

     

    Section 4.2 Preservation of Information;
Communications to Holders.

     

    (a) The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 4.1 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar or paying agent.
The Trustee may destroy any list furnished to it as provided in Section 4.1 upon
receipt of a new list so furnished.

     

    (b) The
rights of Holders to communicate with other Holders with respect to their rights
under this Indenture or under the Securities, and the corresponding rights and
privileges of the Trustee, shall be as provided by the Trust Indenture Act of
1939.

     

    (c) Every
Holder of Securities, by receiving and holding the same, agrees with the Issuer
and the Trustee that neither the Issuer nor the Trustee nor any agent of any of
them 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
Sections 4.1 and 4.2, 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 Section 4.2.

     

    Section 4.3 Reports by the
Trustee.  Any
Trustee’s report required under Section 313(a) of the Trust Indenture Act of
1939 shall be transmitted within 60 days after April 15 in each year beginning
with the first such date after the issuance of Securities under this Indenture,
as provided in Section 313(c) of the Trust Indenture Act of 1939, so long as any
Securities are Outstanding hereunder, and shall be dated as of April 15, if
required by and in compliance with Section 313(a) of the Trust Indenture Act of
1939.

     

    A copy of
each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each shares exchange, if any, upon which the Securities are
listed, with the Commission and with the Issuer. The Issuer will promptly notify
the Trustee when the Securities are listed on any shares exchange and of any
delisting thereof.

     

    
      
        
        

      

      
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    ARTICLE 5

     

    REMEDIES
OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

     

    Section
5.1 Event of Default Defined;
Acceleration of Maturity; Waiver of Default.  “Event of
Default” with respect to Securities of any series wherever used herein,
means each one of the following events which shall have occurred and be
continuing (whatever the reason for such Event of Default and whether it shall
be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body) unless it is either inapplicable to a
particular series or it is specifically deleted or modified in an indenture
supplemental hereto, if any, under which such series of Securities is
issued:

     

    (a) default
in the payment of any installment of interest upon any of the Securities of such
series as and when the same shall become due and payable, and continuance of
such default for a period of 30 days and the interest payment date has not been
properly extended or deferred; provided, however, that if the Issuer is
permitted by the terms of the Securities of the applicable series to defer the
payment in question, the date on which such payment is due and payable shall be
the date on which the Issuer is required to make payment following such
deferral, if such deferral has been elected pursuant to the terms of the
Securities of that series; or

     

    (b) default
in the payment of all or any part of the principal of, or premium, if any, on
any of the Securities of such series as and when the same shall become due and
payable either at maturity, upon any redemption, by declaration or otherwise;
provided, however, that if the Issuer is permitted by the terms of the
Securities of the applicable series to defer the payment in question, the date
on which such payment is due and payable shall be the date on which the Issuer
is required to make payment following such deferral, if such deferral has been
elected pursuant to the terms of the Securities of that series; or

     

    (c) default
in the payment of any sinking fund installment as and when the same shall become
due and payable by the terms of the Securities of such series; or

     

    (d) default
in the observance or performance of any covenant or agreement on the part of the
Issuer in the Securities of such series (other than a covenant or agreement, a
default in the observance or performance of which is specifically dealt with
elsewhere in this Section) (other than a covenant or agreement included in this
Indenture solely for the benefit of a series of Securities other than such
series) and continuation of such default for a period of 90 days after the date
on which written notice specifying such failure, stating that such notice is a
“Notice of Default” hereunder and demanding that the Issuer remedy the same,
shall have been given by registered or certified mail, return receipt requested,
to the Issuer by the Trustee, or to the Issuer and the Trustee by the holders of
at least 25% in aggregate principal amount of the Outstanding Securities of all
series affected thereby; or

     

    (e) a decree
or order by a court having jurisdiction in the premises shall have been entered
adjudging the Issuer as bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization of the Issuer under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, and such decree or
order shall have continued undischarged and unstayed for a period of 120 days;
or a decree or order of a court having jurisdiction in the premises for the
appointment of a receiver or liquidator or trustee or assignee in bankruptcy or
insolvency of the Issuer or of its property, or for the winding up or
liquidation of its affairs, shall have been entered, and such decree or order
shall have remained in force and unstayed for a period of 120 days;
or

     

    
      
        
        

      

      
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    (f) the
Issuer shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consent to the
entry of an order for relief in an involuntary case under any such law, or
consent to the appointment or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of the Issuer
or for any substantial part of its property, or make any general assignment for
the benefit of creditors or shall admit in writing its inability to pay its
debts generally as they become due; or

     

    (g) default
(i) in any scheduled payment of principal of any indebtedness of the Issuer
(other than with respect to such series of the Securities and other than
non-recourse indebtedness), having an aggregate principal amount outstanding of
at least $50,000,000, when due and payable after giving effect to any applicable
grace period or (ii) in the performance of any other term or provision of any
indebtedness of the Issuer (other than with respect to such series of the
Securities and other than non-recourse indebtedness) having an aggregate
principal amount outstanding of at least $50,000,000 which results in such
indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise become due and payable, and such acceleration shall not
have been cured, waived, rescinded or annulled, or such indebtedness shall not
have been discharged, within a period of 30 days after notice has been given by
registered or certified mail, return receipt requested, to the Issuer by the
Trustee or to the Issuer and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Outstanding Securities (treated as one class)
which notice shall state that it is a “Notice of Default” hereunder;
or

     

    (h) any other
Event of Default provided in the supplemental indenture under which such series
of Securities is issued or in the form of Security for such series;

     

    provided
that if any such default or acceleration referred to in clause (g) above shall
cease or be cured, waived, rescinded or annulled, then the Event of Default
hereunder by reason thereof shall be deemed likewise to have been thereupon
cured.

     

    If an
Event of Default described in clause (a), (b), (c), (d) or (h) (if the Event of
Default under clause (d) or (h), as the case may be, is with respect to less
than all series of Securities then Outstanding) occurs and is continuing, then,
and in each and every such case, except for any series of Securities the
principal of which shall have already become due and payable, either the Trustee
or the Holders of not less than 25% in aggregate principal amount of the
Securities of each such affected series then Outstanding hereunder (voting as a
single class) by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the Securities of any
such affected series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) of all
Securities of all such affected series, and the interest accrued thereon, if
any, to be due and payable immediately, and upon any such declaration, the same
shall become immediately due and payable. If an Event of Default described in
clause (d) or (h) (if the Event of Default under clause (d) or (h), as the case
may be, is with respect to all series of Securities then Outstanding) or (g)
occurs and is continuing, then and in each and every such case, unless the
principal of all the Securities shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of all the Securities then Outstanding hereunder (treated as one class),
by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if any Securities are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof) of all the Securities then Outstanding, and
interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration the same shall become immediately due and payable. If an
Event of Default specified in clause (e) or (f) occurs, all unpaid principal
(or, if any Securities are Original Issue Discount Securities, such portion of
the principal as may be specified in the terms thereof) of all the Securities
then Outstanding, and interest accrued thereon, if any, shall be due and payable
immediately, without any declaration or other act on the part of the Trustee or
any Securityholder.

     

    
      
        
        

      

      
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    The
foregoing provisions, however, are subject to the condition that if, at any time
after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of the Securities of any series (or of all the Securities, as the case
may be) shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all the
Securities of such series (or of all the Securities, as the case may be) and the
principal of any and all Securities of each such series (or of all the
Securities, as the case may be) which shall have become due otherwise than by
acceleration (with interest upon such principal and, to the extent that payment
of such interest is enforceable under applicable law, on overdue installments of
interest, at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of each
such series (or at the respective rates of interest or Yields to Maturity of all
the Securities, as the case may be) to the date of such payment or deposit) and
such amount as shall be sufficient to cover reasonable compensation to the
Trustee and each predecessor Trustee, its agents, attorneys and counsel, and all
other expenses and liabilities incurred, and all advances made, by the Trustee
and each predecessor Trustee except as a result of negligence, bad faith or
willful misconduct, and if any and all Events of Default under the Indenture,
other than the non-payment of the principal of Securities which shall have
become due by such acceleration, shall have been cured, waived or otherwise
remedied as provided herein, then and in every such case the Holders of a
majority in aggregate principal amount of all the Securities of each such
series, or of all the Securities, in each case voting as a single class, then
Outstanding, by written notice to the Issuer and to the Trustee, may waive all
defaults with respect to each such series (or with respect to all the
Securities, as the case may be) and rescind and annul such declaration and its
consequences, but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or shall impair any right consequent
thereon.

     

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

     

    
      
        
        

      

      
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    Section
5.2 Collection of Indebtedness
by Trustee; Trustee May Prove Debt.

     

    (a) The
Issuer covenants that (i) in case default shall be made in the payment of any
installment of interest on any of the Securities of any series when such
interest shall have become due and payable, and such default shall have
continued for a period of 30 days or (ii) in case default shall be made in
the payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether upon maturity of
the Securities of such series or upon any redemption or by declaration or
otherwise, then upon demand of the Trustee, the Issuer will pay to the Trustee
for the benefit of the Holders of the Securities of such series the whole amount
that then shall have become due and payable on all Securities of such series,
and such Coupons, for principal or interest, as the case may be (with interest
to the date of such payment upon the overdue principal and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of such series); and in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Trustee and each predecessor Trustee, their
respective agents, attorneys and counsel, and any expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor Trustee
except as a result of its negligence, bad faith or willful
misconduct.

     

    Until
such demand is made by the Trustee, the Issuer may pay the principal of and
interest on the Securities of any series to the registered holders, whether or
not the Securities of such series be overdue.

     

    (b) In case
the Issuer shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled
and empowered to institute any action or proceedings at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any such action or
proceedings to judgment or final decree, and may enforce any such judgment or
final decree against the Issuer or other obligor upon the Securities and collect
in the manner provided by law out of the property of the Issuer or other obligor
upon the Securities, wherever situated the moneys adjudged or decreed to be
payable.

     

    (c) In case
there shall be pending proceedings relative to the Issuer or any other obligor
upon the Securities under Title 11 of the United States Code or any other
applicable Federal or state bankruptcy, insolvency or other similar law, or in
case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor, or in case
of any other comparable judicial proceedings relative to the Issuer or other
obligor upon the Securities, or to the creditors or property of the Issuer or
such other obligor, the Trustee, irrespective of whether the principal of the
Securities 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
pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:

     

    
      
        
        

      

      
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    (i) to file
and prove a claim or claims for the whole amount of principal and interest (or,
if the Securities of any series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such series)
owing and unpaid in respect of the Securities of any 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 reasonable compensation to the
Trustee and each predecessor Trustee, and their respective agents, attorneys and
counsel, and for reimbursement of all expenses and liabilities incurred, and all
advances made, by the Trustee and each predecessor Trustee, except as a result
of negligence, bad faith or willful misconduct) and of the Securityholders
allowed in any judicial proceedings relative to the Issuer or other obligor upon
the Securities, or to the creditors or property of the Issuer or such other
obligor;

     

    (ii) unless
prohibited by applicable law and regulations, to vote on behalf of the holders
of the Securities of any series in any election of a trustee or a standby
trustee in arrangement, reorganization, liquidation or other bankruptcy or
insolvency proceedings or person performing similar functions in comparable
proceedings; and

     

    (iii) to
collect and receive any moneys or other property payable or deliverable on any
such claims, and to distribute all amounts received with respect to the claims
of the Securityholders and of the Trustee on their behalf; and any trustee,
receiver, or liquidator, custodian or other similar official is hereby
authorized by each of the Securityholders to make payments to the Trustee, and,
in the event that the Trustee shall consent to the making of payments directly
to the Securityholders, to pay to the Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Trustee, each predecessor
Trustee and their respective agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Trustee and
each predecessor Trustee except as a result of negligence, bad faith or willful
misconduct.

     

    Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or vote for or accept or adopt on behalf of any Securityholder 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 Securityholder in any such
proceeding except, as aforesaid, to vote for the election of a trustee in
bankruptcy or similar person.

     

    (d) All
rights of action and of asserting claims under this Indenture, or under any of
the Securities of any series or Coupons appertaining to such Securities, may be
enforced by the Trustee without the possession of any of such Securities or
Coupons or the production thereof in any trial or other proceedings relative
thereto, and any such action or proceedings instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment, subject to the payment of the expenses, disbursements and compensation
of the Trustee, each predecessor Trustee and their respective agents and
attorneys, shall be for the ratable benefit of the Holders of the Securities or
Coupons appertaining to such Securities in respect of which such action was
taken.

     

    
      
        
        

      

      
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    (e) In any
proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be
a party) the Trustee shall be held to represent all the Holders of the
Securities or Coupons appertaining to such Securities in respect to which such
action was taken, and it shall not be necessary to make any Holders of such
Securities or Coupons appertaining to such Securities parties to any such
proceedings.

     

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

     

    FIRST: To
the payment of costs and expenses applicable to such series in respect of which
moneys have been collected, including reasonable compensation to the Trustee and
each predecessor Trustee and their respective agents and attorneys and of all
expenses and liabilities incurred, and all advances made, by the Trustee and
each predecessor Trustee except as a result of negligence, bad faith or willful
misconduct;

     

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

     

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

     

    
      
        
        

      

      
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    FOURTH:
To the payment of the remainder, if any, to the Issuer or any other Person
lawfully entitled thereto.

     

    Section 5.4 Suits for
Enforcement.  In
case an Event of Default has occurred, has not been waived and is continuing,
the Trustee may in its discretion proceed to protect and enforce the rights
vested in it by this Indenture by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any of such rights,
either at law or in equity or in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Indenture or
in aid of the exercise of any power granted in this Indenture or to enforce any
other legal or equitable right vested in the Trustee by this Indenture or by
law.

     

    Section
5.5 Restoration of Rights on
Abandonment of Proceedings.  In
case the Trustee shall have proceeded to enforce any right under this Indenture
and such proceedings shall have been discontinued or abandoned for any reason,
or shall have been determined adversely to the Trustee, then and in every such
case the Issuer and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.

     

    Section
5.6 Limitations on Suits by
Securityholders.  No
Holder of any Security of any series or of any Coupon appertaining thereto shall
have any right by virtue or by availing of any provision of this Indenture to
institute any action or proceeding at law or in equity or in bankruptcy or
otherwise upon or under or with respect to this Indenture, or for the
appointment of a trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder, unless such Holder previously shall
have given to the Trustee written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of not less than
25% in aggregate principal amount of the Securities of each affected series then
Outstanding (treated as a single class) shall have made written request upon the
Trustee to institute such action or proceedings in its own name as trustee
hereunder and shall have offered to the Trustee indemnity reasonably
satisfactory to it against the costs, expenses and liabilities to be incurred
therein or thereby and the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity shall have failed to institute any such action or
proceeding and no direction inconsistent with such written request shall have
been given to the Trustee pursuant to Section 5.9; it being understood and
intended, and being expressly covenanted by the taker and Holder of every
Security or Coupon with every other taker and Holder and the Trustee, that no
one or more Holders of Securities of any series or Coupons appertaining to such
Securities shall have any right in any manner whatever by virtue or by availing
of any provision of this Indenture to affect, disturb or prejudice the rights of
any other such Holder of Securities or Coupons appertaining to such Securities,
or to obtain or seek to obtain priority over or preference to any other such
Holder or to enforce any right under this Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all Holders of
Securities of the applicable series and Coupons appertaining to such Securities.
For the protection and enforcement of the provisions of this Section, each and
every Securityholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

     

    Section 5.7 Unconditional Right of
Securityholders to Institute Certain Suits.  Notwithstanding
any other provision in this Indenture and any provision of any Security, the
right of any Holder of any Security or Coupon to receive payment of the
principal of and interest on such Security or Coupon on or after the respective
due dates expressed in such Security or Coupon, or to institute suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

     

    
      
        
        

      

      
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    Section 5.8 Powers and Remedies
Cumulative; Delay or Omission Not Waiver of Default.  Except
as provided in Section 5.6, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders of Securities or Coupons 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.

     

    No delay
or omission of the Trustee or of any Holder of Securities or Coupons to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Event of Default or an acquiescence therein; and, subject to
Section 5.6, every power and remedy given by this Indenture or by law to the
Trustee or to the Holders of Securities or Coupons may be exercised from time to
time, and as often as shall be deemed expedient, by the Trustee or by the
Holders of Securities or Coupons.

     

    Section
5.9 Control by
Holders of Securities.  The
Holders of a majority in aggregate principal amount of the Securities of each
series affected (with all such series voting as a single class) at the time
Outstanding 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 with respect to the Securities of
such series by this Indenture; provided that such direction shall not be
otherwise than in accordance with law and the provisions of this Indenture;
provided further that (subject to the provisions of Section 6.1) the Trustee
shall have the right to decline to follow any such direction if the Trustee,
being advised by counsel, shall determine that the action or proceeding so
directed may not lawfully be taken or if the Trustee in good faith by its board
of directors, the executive committee, or a trust committee of directors or
Responsible Officers of the Trustee shall determine that the action or
proceedings so directed would involve the Trustee in personal liability or if
the Trustee in good faith shall so determine that the actions or forbearances
specified in or pursuant to such direction would be unduly prejudicial to the
interests of Holders of the Securities of all series so affected not joining in
the giving of said direction, it being understood that (subject to Section 6.1)
the Trustee shall have no duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders.

     

    Nothing
in this Indenture shall impair the right of the Trustee in its discretion to
take any action deemed proper by the Trustee and which is not inconsistent with
such direction or directions by Securityholders.

     

    
      
        
        

      

      
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    Section
5.10 Waiver of Past
Defaults.  Prior
to the acceleration of the maturity of any Securities as provided in Section
5.1, the Holders of a majority in aggregate principal amount of the Securities
of all series at the time Outstanding with respect to which an Event of Default
shall have occurred and be continuing (voting as a single class) may on behalf
of the Holders of all such Securities waive any past default or Event of Default
described in Section 5.1 and its consequences, except a default in respect of a
covenant or provision hereof which cannot be modified or amended without the
consent of the Holder of each Security affected. In the case of any such waiver,
the Issuer, the Trustee and the Holders of all such Securities shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default or impair any right consequent
thereon.

     

    Upon any
such waiver, such default shall cease to exist and be deemed to have been cured
and not to have occurred, and any Event of Default arising therefrom shall be
deemed to have been cured, and not to have occurred for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon.

     

    Section
5.11 Trustee to Give Notice of
Default, but May Withhold in Certain Circumstances.  The
Trustee shall, within ninety days after the occurrence of a default with respect
to the Securities of any series, give notice of all defaults with respect to
that series actually known to a Responsible Officer of the Trustee (a) if any
Unregistered Securities of that series are then Outstanding, to the Holders
thereof, by publication at least once in an Authorized Newspaper in the Borough
of Manhattan, The City of New York and at least once in an Authorized Newspaper
in London and (b) to all Holders of Securities of such series in the manner and
to the extent provided in Section 313(c) of the Trust Indenture Act of 1939,
unless in each case such defaults shall have been cured before the mailing or
publication of such notice (the term “defaults” for the purpose of this Section
being hereby defined to mean any event or condition which is, or with notice or
lapse of time or both would become, an Event of Default); provided that, except
in the case of default in the payment of the principal of or interest on any of
the Securities of such series, or in the payment of any sinking fund installment
on such series, 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, trustees or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Securityholders of such series.

     

    Section
5.12 Right of Court to Require
Filing of Undertaking to Pay Costs.  All
parties to this Indenture agree, and each Holder of any Security or Coupon by
his or her acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action
taken, suffered 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 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case of
any suit relating to or arising under clause (d) or (h) of Section 5.1 (if the
suit relates to Securities of more than one but less than all series), 10% in
aggregate principal amount of Securities then Outstanding and affected thereby,
or in the case of any suit relating to or arising under clause (d) or (h) (if
the suit under clause (d) or (h) relates to all the Securities then
Outstanding), (e), (f) or (g) of Section 5.1, 10% in aggregate principal amount
of all Securities then Outstanding, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of or
interest on any Security on or after the due date expressed in such Security or
any date fixed for redemption.

     

    
      
        
        

      

      
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    ARTICLE 6

     

    


     

    CONCERNING
THE TRUSTEE

     

    Section 6.1 Duties and Responsibilities
of the Trustee; During Default; Prior to Default.

     

    (a) With
respect to the Holders of any series of Securities issued hereunder, the
Trustee, prior to the occurrence of an Event of Default with respect to the
Securities of a particular series and after the curing or waiving of all Events
of Default which may have occurred with respect to such series, undertakes to
perform such duties and only such duties as are specifically set forth in this
Indenture. In case an Event of Default with respect to the Securities of a
series has occurred (which has not been cured or waived), the Trustee shall
exercise with respect to such series of Securities such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

     

    (b) 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) prior to
the occurrence of an Event of Default with respect to the Securities of any
series and after the curing or waiving of all such Events of Default with
respect to such series which may have occurred:

     

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

     

    (B)           in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any statements, certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture;
but in the case of any such statements, 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 unless specifically required by this Indenture);

     

    
      
        
        

      

      
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    (ii) the
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee, 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 or omitted to be
taken by it in good faith in accordance with the direction of the Holders
pursuant to Section 5.9 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) the
Trustee shall not be required to take notice, and shall not be deemed to have
notice, of any default or Event of Default hereunder, except Events of Default
described in paragraphs (a), (b) and (c) of Section 5.1 hereof, unless a
Responsible Officer of the Trustee shall be notified specifically of the default
or Event of Default on a written instrument or document delivered to it at its
notice address by the Issuer or by the Holders of at least 10% of the aggregate
principal amount of Securities then outstanding. In the absence of delivery of
notice satisfying those requirements, the Trustee may assume conclusively that
there is no default or Event of Default, except as noted.

     

    (c) None of
the provisions contained in this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any of its rights or
powers, if there shall be reasonable ground for believing that the repayment of
such funds or adequate indemnity against such liability is not reasonably
assured to it.

     

    The
provisions of this Section 6.1 are in furtherance of and subject to Section 315
of the Trust Indenture Act of 1939.

     

    Section 6.2 Certain Rights of the
Trustee.  In
furtherance of and subject to the Trust Indenture Act of 1939, and subject to
Section 6.1:

     

    (a) the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, and shall be protected in acting
or refraining from acting upon any resolution, Officer’s Certificate or any
other certificate, statement, instrument, opinion, report, notice, request,
consent, order, bond, debenture, note, coupon, security 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 Issuer mentioned herein shall be
sufficiently evidenced by an Officer’s Certificate (unless other evidence in
respect thereof be herein specifically prescribed); and any resolution of the
Board of Directors may be evidenced to the Trustee by a copy thereof certified
by the secretary or an assistant secretary of the Issuer;

     

    (c) the
Trustee may consult with legal counsel of its choice or other experts, and the
advice of such experts within the scope of such expert’s area of expertise or
opinion of counsel with respect to legal matters shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
to be taken by it hereunder in good faith and in accordance with such advice or
opinion;

     

    
      
        
        

      

      
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    (d) the
Trustee shall be under no obligation to exercise any of the trusts or powers
vested in it by this Indenture at the request, order or direction of any of the
Securityholders pursuant to the provisions of this Indenture, unless such
Securityholders shall have offered to the Trustee security or indemnity
reasonably satisfactory to it against the costs, expenses and liabilities which
might be incurred therein or thereby;

     

    (e) the
Trustee shall not be liable for any action taken or omitted by it in good faith
and believed by it to be authorized or within the discretion, rights or powers
conferred upon it by this Indenture;

     

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

     

    (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
such agent or attorney appointed with due care by it hereunder;

     

    (h) the
Trustee shall not be liable for any action taken, suffered, or omitted to be
taken by it in good faith in accordance with the direction of the holders
pursuant to Section 5.9 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 it by this Indenture;

     

    (i) the
rights, privileges, protections, immunities and benefits given to the Trustee,
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;

     

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

     

    (k) 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, other
evidence of indebtedness 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 Issuer, at a time reasonably determined by the
Issuer, personally or by agent or attorney at the sole cost of the Issuer and
shall incur no liability or additional liability of any kind by reason of such
inquiry or investigation; and

     

    
      
        
        

      

      
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    (l) 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
such agent or attorney appointed with due care by it hereunder.

     

    Section 6.3 Trustee Not Responsible for
Recitals, Disposition of Securities or Application of Proceeds
Thereof.  The
recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Issuer,
and the Trustee assumes no responsibility for the correctness of the same. The
Trustee makes no representation as to the validity or sufficiency of this
Indenture or of any Securities or Coupons. The Trustee shall not be accountable
for the use or application by the Issuer of any of the Securities or of the
proceeds thereof.

     

    Section 6.4 Trustee and Agents May Hold
Securities or Coupons; Collections, Etc.  The
Trustee or any agent of the Issuer or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities or Coupons with
the same rights it would have if it were not the Trustee or such agent and may
otherwise deal with the Issuer and receive, collect, hold and retain collections
from the Issuer with the same rights it would have if it were not the Trustee or
such agent.

     

    Section
6.5 Moneys Held by
Trustee.  Subject
to the provisions of Section 3.3 hereof, all moneys received by the Trustee
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other
funds except to the extent required by mandatory provisions of law. Neither the
Trustee nor any agent of the Issuer or the Trustee shall be under any liability
for interest on any moneys received by it hereunder.

     

    Section
6.6 Compensation and
Indemnification of Trustee.  The
Issuer covenants and agrees to pay to the Trustee from time to time, and the
Trustee shall be entitled to, such compensation as shall be agreed in writing
between the Issuer and the Trustee from time to time (which shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and
each predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of it in accordance
with any of the provisions of this Indenture (including the reasonable
compensation and the expenses and disbursements of its counsel and of all agents
and other persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence, bad faith or willful
misconduct. The Issuer also covenants to indemnify the Trustee, each predecessor
Trustee and their respective directors, officers, employees, and agents (the
“indemnitees”)
for, and to hold the indemnitees harmless against, any and all loss, liability,
claim, damage, penalty, fine or expense, including taxes and reasonable
out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees
and expenses incurred without negligence, bad faith or willful misconduct on the
indemnitees’ part, arising out of or in connection with the acceptance or
administration of this Indenture or the trusts hereunder and the indemnitees’
duties hereunder, including the costs and expenses of defending themselves
against or investigating any claim, whether asserted by the Issuer or any Holder
or any other Person, or liability in connection with the exercise or performance
of the indemnitees’ duties or obligations hereunder. The obligations of the
Issuer under this Section to compensate and indemnify the indemnitees and to pay
or reimburse the indemnitees for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture and the resignation or removal of the Trustee in
accordance with Section 6.10 herein. Such additional indebtedness shall be a
senior claim to that of the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the Holders of particular Securities or Coupons, and the Securities are hereby
subordinated to such senior claim.

     

    
      
        
        

      

      
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    When the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 5.1(e) or (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 6.7 Right of Trustee to Rely on
Officer’s Certificate, Etc.  Subject
to Sections 6.1 and 6.2, whenever in the administration of the trusts of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence, bad faith or willful
misconduct on the part of the Trustee, be deemed to be conclusively proved and
established by an Officer’s Certificate delivered to the Trustee, and such
certificate, in the absence of negligence, bad faith or willful misconduct on
the part of the Trustee, shall be full warrant to the Trustee for any action
taken, suffered or omitted by it under the provisions of this Indenture upon the
faith thereof.

     

    Section
6.8 Indentures
Not Creating Potential Conflicting Interests for the
Trustee.  The
following indentures are hereby specifically described for the purposes of
Section 310(b)(1) of the Trust Indenture Act of 1939: this Indenture with
respect to the Securities of any series.

     

    Section
6.9 Persons Eligible for
Appointment as Trustee.  The
Trustee for each series of Securities hereunder shall at all times be a
corporation or banking association organized and doing business under the laws
of the United States of America or of any State or the District of Columbia
having a combined capital and surplus of at least $50,000,000, and which is
authorized under such laws to exercise corporate trust powers and is subject to
supervision or examination by Federal, State or District of Columbia authority.
Such corporation or banking association shall have a place of business or an
affiliate with a place of business in the Borough of Manhattan, The City of New
York if there be such a corporation or association in such location willing to
act upon reasonable and customary terms and conditions. If such corporation or
association 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, the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 6.10.

     

    The
provisions of this Section 6.9 are in furtherance of and subject to Section
310(a) of the Trust Indenture Act of 1939.

     

    Section
6.10 Resignation
and Removal; Appointment of Successor Trustee.

     

    (a) The
Trustee, or any trustee or trustees hereafter appointed, may at any time resign
with respect to one or more or all series of Securities by giving written notice
of resignation to the Issuer and (i) if any Unregistered Securities of a series
affected are then Outstanding, by giving notice of such resignation to the
Holders thereof, by publication, at the Issuer’s expense, at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York, and at
least once in an Authorized Newspaper in London, (ii) if any Unregistered
Securities of a series affected are then Outstanding, by mailing notice of such
resignation to the Holders thereof who have filed their names and addresses with
the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at
such addresses as were so furnished to the Trustee and (iii) by mailing notice
of such resignation to the Holders of then Outstanding Registered Securities of
each series affected at their addresses as they shall appear on the registry
books. Upon receiving such notice of resignation, the Issuer shall promptly
appoint a successor Trustee or Trustees with respect to the applicable series by
written instrument in duplicate, executed by authority of the Board of
Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor Trustee or Trustees. If no successor
Trustee shall have been so appointed with respect to any series and have
accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may, at the Issuer’s expense, petition any
court of competent jurisdiction for the appointment of a successor Trustee, or
any Securityholder who has been a bona fide Holder of a Security or Securities
of the applicable series for at least six months may, subject to the provisions
of Section 5.12, on behalf of himself or herself and all others similarly
situated, petition any such court for the appointment of a successor Trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor Trustee.

     

    
      
        
        

      

      
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    (b) In case
at any time any of the following shall occur:

     

    (i) the
Trustee shall fail to comply with the provisions of Section 310(b) of the Trust
Indenture Act of 1939 with respect to any series of Securities after written
request therefor by the Issuer or by any Securityholder who has been a bona fide
Holder of a Security or Securities of such series for at least six months;
or

     

    (ii) the
Trustee shall cease to be eligible in accordance with the provisions of Section
6.9 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to
resign after written request therefor by the Issuer or by any Securityholder;
or

     

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

     

    then, in
any such case, the Issuer may remove the Trustee with respect to the applicable
series of Securities and appoint a successor Trustee for such series by written
instrument, in duplicate, executed by order of the Board of Directors of the
Issuer, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor Trustee, or, subject to the provisions of
Section 315(e) of the Trust Indenture Act of 1939, any Securityholder who has
been a bona fide Holder of a Security or Securities of such series for at least
six months may on behalf of himself or herself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee with respect to such series.
Such court may thereupon, after such notice, if any, as it may deem proper,
remove the Trustee and appoint a successor Trustee.

     

    (c) The
Holders of a majority in aggregate principal amount of the Securities of each
series at the time Outstanding may at any time remove the Trustee with respect
to Securities of such series and appoint a successor Trustee with respect to the
Securities of such series by delivering to the Trustee so removed, to the
successor Trustee so appointed and to the Issuer the evidence provided for in
Section 7.1 of the action in that regard taken by such
Securityholders.

     

    (d) Any
resignation or removal of the Trustee with respect to any series and any
appointment of a successor Trustee with respect to such series pursuant to any
of the provisions of this Section 6.10 shall become effective upon acceptance of
appointment by the successor Trustee as provided in Section 6.11.

     

    
      
        
        

      

      
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    Section
6.11 Acceptance
of Appointment by Successor Trustee.  Any
successor Trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer and to its predecessor Trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee with respect to all or any applicable series shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as Trustee for such series hereunder; but, nevertheless, on the
written request of the Issuer or of the successor Trustee, upon payment of its
charges then unpaid, the Trustee ceasing to act shall, subject to Section 3.3,
pay over to the successor Trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon request of any
such successor Trustee, the Issuer shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
Trustee all such rights and powers. Any Trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such Trustee to secure any amounts then due it pursuant to the provisions of
Section 6.6.

     

    If a
successor Trustee is appointed with respect to the Securities of one or more
(but not all) series, the Issuer, the predecessor Trustee and each successor
Trustee with respect to 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 with respect to 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 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 under separate
indentures.

     

    No
successor Trustee with respect to any series of Securities shall accept
appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor Trustee shall be qualified under Section 310(b) of the
Trust Indenture Act of 1939 and eligible under the provisions of Section
6.9.

     

    
      
        
        

      

      
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    Upon
acceptance of appointment by any successor Trustee as provided in this Section
6.11, the Issuer shall give notice thereof (a) if any Unregistered Securities of
a series affected are then Outstanding, to the Holders thereof, by publication
of such notice at least once in an Authorized Newspaper in the Borough of
Manhattan, The City of New York, and at least once in an Authorized Newspaper in
London, (b) if any Unregistered Securities of a series affected are then
Outstanding, to the Holders thereof who have filed their names and addresses
with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of
1939, by mailing such notice to such Holders at such addresses as were so
furnished to the Trustee (and the Trustee shall make such information available
to the Issuer for such purpose) and (c) if any Registered Securities of a series
affected are then Outstanding, to the Holders thereof, by mailing such notice to
such Holders at their addresses as they shall appear on the registry books. If
the acceptance of appointment is substantially contemporaneous with the
resignation, then the notice called for by the preceding sentence may be
combined with the notice called for by Section 6.10. If the Issuer fails to give
such notice within ten days after acceptance of appointment by the successor
Trustee, the successor Trustee shall cause such notice to be given at the
expense of the Issuer.

     

    Section
6.12 Merger, Amalgamation,
Conversion, Consolidation or Succession to Business of
Trustee.  Any
corporation into which the Trustee may be merged or amalgamated or converted or
with which it may be consolidated, or any corporation resulting from any merger,
amalgamation, conversion or consolidation to which the Trustee shall be a party,
or any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be qualified under Section 310(b) of the
Trust Indenture Act of 1939 and eligible under the provisions of Section 6.9,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary
notwithstanding.

     

    In case
at the time such successor to the Trustee shall succeed to the trusts created by
this Indenture any of the Securities of any series shall have been authenticated
but not delivered, any such successor to the Trustee may adopt the certificate
of authentication of any predecessor Trustee and deliver such Securities so
authenticated; and, in case at that time any of the Securities of any series
shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name
of the successor Trustee; and in all such cases such certificate shall have the
full force which it is anywhere in the Securities of such series or in this
Indenture provided that the certificate of the Trustee shall have; provided,
that the right to adopt the certificate of authentication of any predecessor
Trustee or to authenticate Securities of any series in the name of any
predecessor Trustee shall apply only to its successor or successors by merger,
amalgamation, conversion or consolidation.

     

    
      
        
        

      

      
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    Section
6.13 Preferential Collection of
Claims Against the Issuer.  The
Trustee shall comply with Section 311(a) of the Trust Indenture Act of 1939,
excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act of 1939. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act of 1939 to the extent
indicated therein.

     

    Section
6.14 Appointment of
Authenticating Agent.  As
long as any Securities of a series remain Outstanding, the Trustee may, by an
instrument in writing, appoint with the approval of the Issuer an authenticating
agent (the “Authenticating
Agent”) which shall be authorized to act on behalf of the Trustee to
authenticate Securities, including Securities issued upon exchange, registration
of transfer, partial redemption or pursuant to Section 2.9. Securities of each
such series authenticated by such Authenticating Agent shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee. Whenever reference is made in this Indenture to
the authentication and delivery of Securities of any series by the Trustee or to
the Trustee’s Certificate of Authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent for such series and a Certificate of Authentication
executed on behalf of the Trustee by such Authenticating Agent. Such
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 laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 (determined as provided in Section
6.9 with respect to the Trustee) and subject to supervision or examination by
Federal or State authority.

     

    Any
corporation into which any Authenticating Agent may be merged, amalgamated or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, amalgamation, conversion or consolidation to which any
Authenticating Agent shall be a party, or any corporation succeeding to all or
substantially all of the corporate agency business of any Authenticating Agent,
shall continue to be the Authenticating Agent with respect to all series of
Securities 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, and if it shall
cease to be eligible shall, resign by giving written notice of resignation to
the Trustee and to the Issuer.

     

    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 6.14 with respect to one or more series of
Securities, the Trustee shall upon receipt of an Issuer Order appoint a
successor Authenticating Agent and the Issuer shall provide notice of such
appointment to all Holders of Securities of such series in the manner and to the
extent provided in Section 11.4. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent. The Issuer agrees to pay
to the Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series shall
have no responsibility or liability for any action taken by it as such at the
direction of the Trustee.

     

    Sections
6.2, 6.3, 6.4, 6.6 and 7.3 shall be applicable to any Authenticating
Agent.

     

    
      
        
        

      

      
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    ARTICLE 7

     

    CONCERNING
THE SECURITYHOLDERS

     

    Section 7.1 Evidence of Action Taken by
Securityholders.  Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by a specified percentage
in principal amount of the Securityholders of any or all series may be embodied
in and evidenced by one or more instruments of substantially similar tenor
signed by such specified percentage of Securityholders 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. Proof of execution of any instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Sections 6.1 and 6.2) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article.

     

    Section
7.2 Proof of
Execution of Instruments and of Holding of Securities.  Subject
to Sections 6.1 and 6.2, the execution of any instrument by a Securityholder or
his or her agent or proxy may be proved in the following manner:

     

    (a) The fact
and date of the execution by any Holder of any instrument may be proved by the
certificate of any notary public or other officer of any jurisdiction authorized
to take acknowledgments of deeds or administer oaths that the person executing
such instruments acknowledged to him or her the execution thereof, or by an
affidavit of a witness to such execution sworn to before any such notary or
other such officer. Where such execution is by or on behalf of any legal entity
other than an individual, such certificate or affidavit shall also constitute
sufficient proof of the authority of the person executing the same.

     

    (b) The fact
of the holding by any Holder of an Unregistered Security of any series, and the
identifying number of such Security and the date of his or her holding the same,
may be proved by the production of such Security or by a certificate executed by
any trust company, bank, banker or recognized securities dealer wherever
situated satisfactory to the Trustee, if such certificate shall be deemed by the
Trustee to be satisfactory. Each such certificate shall be dated and shall state
that on the date thereof a Security of such series bearing a specified
identifying number was deposited with or exhibited to such trust company, bank,
banker or recognized securities dealer by the person named in such certificate.
Any such certificate may be issued in respect of one or more Unregistered
Securities of one or more series specified therein. The holding by the person
named in any such certificate of any Unregistered Securities of any series
specified therein shall be presumed to continue for a period of one year from
the date of such certificate unless at the time of any determination of such
holding (i) another certificate bearing a later date issued in respect of the
same Securities shall be produced, (ii) the Securities of such series specified
in such certificate shall be produced by some other person, or (iii) the
Securities of such series specified in such certificate shall have ceased to be
Outstanding. Subject to Sections 6.1 and 6.2, the fact and date of the execution
of any such instrument and the amount and numbers of Securities of any series
held by the person so executing such instrument and the amount and numbers of
any Security or Securities for such series may also be proven in accordance with
such reasonable rules and regulations as may be prescribed by the Trustee for
such series or in any other manner which the Trustee for such series may deem
sufficient.

     

    
      
        
        

      

      
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    (c) In the
case of Registered Securities, the ownership of such Securities shall be proved
by the Security register or by a certificate of the Security
registrar.

     

    The
Issuer may set a record date for purposes of determining the identity of Holders
of Registered Securities of any series entitled to vote or consent to any action
referred to in Section 7.1, which record date may be set at any time or from
time to time by notice to the Trustee, for any date or dates (in the case of any
adjournment or reconsideration) not more than 60 days nor less than five days
prior to the proposed date of such vote or consent, and thereafter,
notwithstanding any other provisions hereof, with respect to Registered
Securities of any series, only Holders of Registered Securities of such series
of record on such record date shall be entitled to so vote or give such consent
or revoke such vote or consent.

     

    Section
7.3 Holders to Be Treated as
Owners.  The
Issuer, the Trustee and any agent of the Issuer or the Trustee may deem and
treat the Person in whose name any Security shall be registered upon the
Security register for such series as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notation
of ownership or other writing thereon) for the purpose of receiving payment of
or on account of the principal of and, subject to the provisions of this
Indenture, interest on such Security and for all other purposes; and neither the
Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be
affected by any notice to the contrary. The Issuer, the Trustee and any agent of
the Issuer or the Trustee may treat the Holder of any Unregistered Security and
the Holder of any Coupon as the absolute owner of such Unregistered Security or
Coupon (whether or not such Unregistered Security or Coupon shall be overdue)
for the purpose of receiving payment thereof or on account thereof and for all
other purposes and neither the Issuer, the Trustee, nor any agent of the Issuer
or the Trustee shall be affected by any notice to the contrary. All such
payments so made to any such Person, or upon his or her order, shall be valid,
and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any such Unregistered Security
or Coupon.

     

    Section
7.4 Securities Owned by Issuer
Deemed Not Outstanding.  In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any Person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer or any other
obligor on the Securities with respect to which such determination is being made
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver
only Securities which a Responsible Officer of the Trustee actually knows are so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Issuer or any other obligor upon the
Securities or any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuer or any other obligor on
the Securities. In case of a dispute as to such right, the advice of counsel
shall be full protection in respect of any decision made by the Trustee in
accordance with such advice. Upon request of the Trustee, the Issuer shall
furnish to the Trustee promptly an Officer’s Certificate listing and identifying
all Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above-described Persons; and, subject to Sections 6.1 and
6.2, the Trustee shall be entitled to accept such Officer’s Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

     

    
      
        
        

      

      
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    Section 7.5 Right of Revocation of
Action Taken.  At
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 7.1, of the taking of any action by the Holders of the percentage in
aggregate principal amount of the Securities of any or all series, as the case
may be, specified in this Indenture in connection with such action, any Holder
of a Security the serial number of which is shown by the evidence to be included
among the serial numbers of the Securities the Holders of which have consented
to such action may, by filing written notice at the Corporate Trust Office and
upon proof of holding as provided in this Article, revoke such action so far as
concerns such Security. Except as aforesaid any such action taken by the Holder
of any Security shall be conclusive and binding upon such Holder and upon all
future Holders and owners of such Security and of any Securities issued in
exchange or substitution therefor or on registration of transfer thereof,
irrespective of whether or not any notation in regard thereto is made upon any
such Security. Any action taken by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action shall be conclusively
binding upon the Issuer, the Trustee and the Holders of all the Securities
affected by such action.

     

    ARTICLE 8

     

    


     

    SUPPLEMENTAL
INDENTURES

     

    Section 8.1 Supplemental Indentures
Without Consent of Securityholders.

     

    (a) In
addition to any supplemental indenture otherwise authorized by this Indenture,
the Issuer, when authorized by a resolution of its Board of Directors (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to an Issuer Order), and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto which
comply with the Trust Indenture Act of 1939, as then in effect, without the
consent of the Holders, for one or more of the following purposes:

     

    (i) to
convey, transfer, assign, mortgage or pledge to the Trustee as security for the
Securities of one or more series any property or assets;

     

    (ii) to
evidence the succession of another Person to the Issuer, or successive
successions, and the assumption by the successor Person of the covenants,
agreements and obligations of the Issuer pursuant to Article 9;

     

    
      
        
        

      

      
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    (iii) to add to
the covenants of the Issuer such further covenants, restrictions, conditions or
provisions as the Issuer and the Trustee shall consider to be for the protection
of the Holders of Securities or Coupons, and to make the occurrence, or the
occurrence and continuance, of a default in any such additional covenants,
restrictions, conditions or provisions an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture as
herein set forth; provided, that in respect of any such additional covenant,
restriction, condition or provision such supplemental indenture may provide for
a particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such an Event of Default or may limit the remedies
available to the Trustee upon such an Event of Default or may limit the right of
the Holders of a majority in aggregate principal amount of the Securities of
such series to waive such an Event of Default;

     

    (iv) to cure
any ambiguity or to correct or supplement any provision contained herein or in
any supplemental indenture which may be defective or inconsistent with any other
provision contained herein or in any supplemental indenture, or to make any
other provisions as the Issuer may deem necessary or desirable, provided that no
such action shall adversely affect the interests of the Holders of the
Securities or Coupons in any material manner;

     

    (v) to
establish the forms or terms of Securities of any series or of the Coupons
appertaining to such Securities as permitted by Sections 2.1 and 2.3;
and

     

    (vi) to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series 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 6.11.

     

    (b) The
Trustee is hereby authorized to join with the Issuer in the execution of any
such supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.

     

    (c) Any
supplemental indenture authorized by the provisions of this Section may be
executed without the consent of the Holders of any of the Securities at the time
outstanding, notwithstanding any of the provisions of Section 8.2.

     

    
      
        
        

      

      
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    Section
8.2 Supplemental Indentures With
Consent of Securityholders.

     

    (a) With the
consent (evidenced as provided in Article 7) of the Holders of not less than a
majority in aggregate principal amount of the Securities at the time Outstanding
of all series affected by such supplemental indenture (voting as one class), the
Issuer, when authorized by a resolution of its Board of Directors (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to an Issuer Order), and the Trustee may, from time to time and
at any time, enter into an indenture or indentures supplemental hereto, which
comply with the Trust Indenture Act of 1939, as then in effect, for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner the rights of the Holders of the Securities of each such series or of
the Coupons appertaining to such Securities; provided, that no such supplemental
indenture shall extend the final maturity of any then issued Security, or reduce
the principal amount thereof, or reduce the rate or extend the time of payment
of interest thereon, or reduce any amount payable on redemption thereof or
change the time at which any Security may be redeemed, or make the principal
thereof (including any amount in respect of original issue discount), or
interest thereon payable in any coin or currency other than that provided in
such Securities and any Coupons thereon or in accordance with the terms thereof,
or reduce the amount of the principal of a then issued Original Issue Discount
Security that would be due and payable upon an acceleration of the maturity
thereof pursuant to Section 5.1 or the amount thereof provable in bankruptcy
pursuant to Section 5.2, or make any changes in the ranking or priority of any
Security that would adversely affect the holders of such Security, or impair or
affect the right of any Securityholder to institute suit for the payment thereof
or, if such Securities provide therefor, any right of repayment at the option of
the Securityholder, in each case without the consent of the Holder of each
Security so affected, or reduce the percentage in principal amount of then
issued Securities of any series, the consent of the Holders of which is required
for any such supplemental indenture, without the consent of the Holders of each
Security so affected.

     

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

     

    (c) Upon the
request of the Issuer, accompanied by a copy of a resolution of the Board of
Directors (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Issuer Order) certified by the secretary or
an assistant secretary of the Issuer authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the
consent of the Holders of the Securities as aforesaid and other documents, if
any, required by Section 7.1, the Trustee shall join with the Issuer in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.

     

    
      
        
        

      

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

     

    (e) Promptly
after the execution by the Issuer and the Trustee of any supplemental indenture
pursuant to the provisions of this Section, the Trustee shall give notice
thereof (i) if any Registered Securities of a series affected thereby are then
Outstanding, to the Holders thereof, by mailing a notice thereof by first-class
mail to such Holders at their addresses as they shall appear on the Security
register, (ii) if any Unregistered Securities of a series affected thereby are
then Outstanding, to the Holders thereof who have filed their names and
addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture
Act of 1939, by mailing a notice thereof by first-class mail to such Holders at
such addresses as were so furnished to the Trustee and (iii) if any Unregistered
Securities of a series affected thereby are then Outstanding, to all Holders
thereof, by publication of a notice thereof at least once in an Authorized
Newspaper in the Borough of Manhattan, The City of New York, and at least once
in an Authorized Newspaper in London and, in each case, such notice shall set
forth in general terms the substance of such supplemental indenture. Any failure
of the Issuer to give such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental
indenture.

     

    Section
8.3 Effect of
Supplemental Indenture.  Upon
the execution of any supplemental indenture pursuant to the provisions hereof,
this Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Issuer and the Holders
of Securities of each series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

     

    Section
8.4 Documents to Be Given to
Trustee.  The
Trustee, subject to the provisions of Sections 6.1 and 6.2, shall be entitled to
receive, and shall be fully protected in relying upon, an Officer’s Certificate
and an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article 8 complies with the applicable provisions of
this Indenture.

     

    Section
8.5 Notation on Securities in
Respect of Supplemental Indentures.  Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article may bear a
notation in form approved by the Trustee for such series as to any matter
provided for by such supplemental indenture or as to any action taken by
Securityholders. If the Issuer or the Trustee shall so determine, new Securities
of any series so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Issuer, authenticated by the
Trustee and delivered in exchange for the Securities of such series then
Outstanding.

     

    Section
8.6 Conformity with Trust
Indenture Act of 1939.  Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act of 1939 as then in effect.

     

    Section 8.7 Subordination
Unimpaired.  This
Indenture may not be amended to alter the subordination of any of the
Outstanding Securities without the written consent of each holder of Senior
Indebtedness then outstanding that would be adversely affected
thereby.

     

    
      
        
        

      

      
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    ARTICLE 9

     

    CONSOLIDATION,
MERGER, AMALGAMATION OR SALE

     

    Section 9.1 Issuer May Consolidate,
Etc., Only on Certain Terms.  The
Issuer shall not consolidate with or merge or amalgamate into another Person, or
sell or otherwise transfer, other than for cash, all or substantially all its
assets to another Person, in each case unless:

     

    (a) either
the Issuer is the continuing Person, or the successor Person (if other than the
Issuer) expressly assumes by supplemental indenture the obligations and
covenants evidenced by this Indenture and the Securities (in which case, the
Issuer will be discharged therefrom);

     

    (b) immediately
thereafter, the Issuer or the successor Person (if other than the Issuer) would
not be in default in the performance of any covenant or condition contained
herein; and

     

    (c) a
specified Officer’s Certificate and an Opinion of Counsel are delivered to the
Trustee, each (i) stating that such consolidation, merger, amalgamation, sale or
other transfer, as the case may be, and any supplemental indenture pertaining
thereto, comply with Articles 8 and 9, respectively, and (ii) otherwise
complying with Section 11.5 herein.

     

    Section
9.2 Successor Substituted for
the Issuer.  Upon
any consolidation of the Issuer with, or merger or amalgamation of the Issuer
into, any other Person or any sale or other transfer of the properties and
assets of the Issuer substantially as an entirety in accordance with Section
9.1, the successor Person formed by such consolidation or into which the Issuer
is merged or amalgamated or to which such sale or other transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Issuer under this Indenture with the same effect as if such successor Person
had been named as the Issuer herein, and thereafter, the predecessor Person
shall be relieved of all obligations and covenants under this Indenture and the
Securities.

     

    
      
        
        

      

      
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    ARTICLE 10

     

    SATISFACTION
AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

     

    Section
10.1 Termination of Issuer’s
Obligations Under the Indenture.

     

    (a) This
Indenture shall upon an Issuer Order cease to be of further effect with respect
to Securities of or within any series and any Coupons appertaining thereto
(except as to any surviving rights of registration of transfer or exchange of
such Securities and replacement of such Securities which may have been lost,
stolen or mutilated as herein expressly provided for) and the Trustee, at the
expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to such Securities and
any Coupons appertaining thereto when

     

    (i) either

     

    (A)           all
such Securities previously authenticated and delivered and all Coupons
appertaining thereto (other than (1) such Coupons appertaining to Unregistered
Securities surrendered in exchange for Registered Securities and maturing after
such exchange, surrender of which is not required or has been waived as provided
in Section 2.8, (2) such Securities and Coupons which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 2.9, (3)
such Coupons appertaining to Unregistered Securities called for redemption and
maturing after the date fixed for redemption thereof, surrender of which has
been waived as provided in Section 12.3 and (4) such Securities and Coupons for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Issuer and thereafter repaid to the Issuer or discharged
from such trust as provided in Section 3.3) have been delivered to the Trustee
for cancellation; or

     

    (B)           all
Securities of such series and, in the case of (X) or (Y) below, all Coupons
appertaining thereto not theretofore delivered to the Trustee for cancellation
(X) have become due and payable, or (Y) will become due and payable within one
year, or (Z) if redeemable at the option of the Issuer, are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Issuer, and the Issuer, in the case of (X), (Y) or (Z) above,
has irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust for the purpose an amount in the currency or currencies or
currency unit or units in which the Securities of such series are payable,
sufficient to pay and discharge the entire indebtedness on such Securities and
such Coupons not theretofore delivered to the Trustee for cancellation, for
principal, premium, if any, and interest, with respect thereto, to the date of
such deposit (in the case of Securities which have become due and payable) or
maturity date or redemption date, as the case may be;

     

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

     

    (iii) the
Issuer 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 this Indenture as to such series have been
complied with.

     

    (b) Notwithstanding
the satisfaction and discharge of this Indenture, the obligation of the Issuer
to the Trustee and any predecessor Trustee under Section 6.6, the obligations of
the Issuer to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to this Section, the obligations
of the Trustee under Section 10.2 and the last paragraph of Section 3.3 shall
survive.

     

    
      
        
        

      

      
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    Section
10.2 Application of Trust
Funds.  Subject
to the provisions of the last paragraph of Section 3.3, all money deposited with
the Trustee pursuant to Section 10.1 shall be held in trust and applied by it,
in accordance with the provisions of the Securities, the Coupons and this
Indenture, to the payment, either directly or through any paying agent
(including the Issuer acting as its own paying agent) as the Trustee may
determine, to the Persons entitled thereto of the principal, premium, if any and
any interest for whose payment such money has been deposited with or received by
the Trustee, but such money need not be segregated from other funds except to
the extent required by law.

     

    Section
10.3 Applicability of Defeasance
Provisions; Issuer’s Option to Effect Legal Defeasance or Covenant
Defeasance.  If
pursuant to Section 2.3 provision is made for either or both of (a) legal
defeasance of the Securities of or within a series under Section 10.4 or (b)
covenant defeasance of the Securities of or within a series under Section 10.5,
then the provisions of such Section or Sections, as the case may be, together
with the provisions of Sections 10.6 through 10.9 inclusive, with such
modifications thereto as may be specified pursuant to Section 2.3 with respect
to any Securities, shall be applicable to such Securities and any Coupons
appertaining thereto, and the Issuer may at its option by or pursuant to Board
Resolution, at any time, with respect to such Securities and any Coupons
appertaining thereto, elect to have Section 10.4 (if applicable) or Section 10.5
(if applicable) be applied to such Outstanding Securities and any Coupons
appertaining thereto upon compliance with the conditions set forth below in this
Article.

     

    Section
10.4 Legal
Defeasance.  Upon
the Issuer’s exercise of the option specified in Section 10.3 applicable to this
Section with respect to the Securities of or within a series, the Issuer shall
be deemed to have been discharged from its obligations with respect to such
Securities and any Coupons appertaining thereto on and after the date the
conditions set forth in Section 10.6 are satisfied (hereinafter “legal
defeasance”). For this purpose, such legal defeasance means that the
Issuer shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities and any Coupons appertaining thereto which shall
thereafter be deemed to be “Outstanding” only for the purposes of Section 10.7
and the other Sections of this Indenture referred to in clause (b) of this
Section, and to have satisfied all its other obligations under such Securities
and any Coupons appertaining thereto and this Indenture insofar as such
Securities and any Coupons appertaining thereto are concerned (and the Trustee,
at the expense of the Issuer, shall on an Issuer Order execute proper
instruments acknowledging the same), except the following which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
such Securities and any Coupons appertaining thereto to receive, solely from the
trust funds described in Section 10.6(a) and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, and interest,
if any, on such Securities or any Coupons appertaining thereto when such
payments are due; (b) the Issuer’s obligations with respect to such Securities
under Sections 2.8, 2.9, 3.2 and 3.3 and with respect to the payment of
additional amounts, if any, payable with respect to such Securities as specified
pursuant to Section 2.3; (c) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and (d) this Article 10. Subject to compliance with
this Article 10, the Issuer may exercise its option under this Section
notwithstanding the prior exercise of its option under Section 10.5 with respect
to such Securities and any Coupons appertaining thereto. Following a legal
defeasance, payment of such Securities may not be accelerated because of an
Event of Default.

     

    
      
        
        

      

      
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    Section
10.5 Covenant
Defeasance.  Upon
the Issuer’s exercise of the option specified in Section 10.3 applicable to this
Section with respect to any Securities of or within a series, the Issuer shall
be released from its obligations under Section 9.1 and 3.5 and, if specified
pursuant to Section 2.3, its obligations under any other covenant or Event of
Default with respect to such Securities and any Coupons appertaining thereto on
and after the date the conditions set forth in Section 10.6 are satisfied
(hereinafter, “covenant
defeasance”), and such Securities and any Coupons appertaining thereto
shall thereafter be deemed to be not “Outstanding” for the purposes of any
direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with Sections 9.1 and 3.5 or such
other covenant or Event of Default, but shall continue to be deemed
“Outstanding” for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to such Securities and any Coupons
appertaining thereto, the Issuer may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section or such other covenant or Event of Default, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
such other covenant or Event of Default or by reason of reference in any such
Section or such other covenant or Event of Default to any other provision herein
or in any other document and such omission to comply shall not constitute a
default or an Event of Default under Section 5.1(d) or (h) or otherwise, as the
case may be, but, except as specified above, the remainder of this Indenture and
such Securities and any Coupons appertaining thereto shall be unaffected
thereby.

     

    Section
10.6 Conditions to Legal
Defeasance or Covenant Defeasance.  The
following shall be the conditions to application of Section 10.4 or Section 10.5
to any Securities of or within a series and any Coupons appertaining
thereto:

     

    (a) The
Issuer shall have deposited or caused to be deposited irrevocably with the
Trustee (or another Trustee satisfying the requirements of Section 6.9 who shall
agree to comply with, and shall be entitled to the benefits of, the provisions
of Sections 10.3 through 10.9 inclusive and the last paragraph of Section 3.3
applicable to the Trustee, for purposes of such Sections also a “Trustee”) as
trust funds in trust for the purpose of making the payments referred to in
clauses (X) and (Y) of this Section 10.6(a), specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Securities and
any Coupons appertaining thereto, with instructions to the Trustee as to the
application thereof, (i) money in an amount (in such currency, currencies
or currency unit or units in which such Securities and any Coupons appertaining
thereto are then specified as payable at maturity), (ii) U.S. Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide, not later than one day
before the due date of any payment referred to in clause (X) or (Y) of this
Section 10.6(a), money in an amount or (iii) a combination thereof in an amount
sufficient, in the opinion of a nationally recognized firm of independent
certified public accountants (or if such firms no longer routinely deliver such
opinions, the chief financial officer of the Issuer) expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which
shall be applied by the Trustee to pay and discharge, (X) the principal of,
premium, if any, and interest, if any, on Securities and any Coupons
appertaining thereto on the maturity of such principal or installment of
principal or interest and (Y) any mandatory sinking fund payments applicable to
such Securities on the day on which such payments are due and payable in
accordance with the terms of this Indenture and such Securities and any Coupons
appertaining thereto. Before such a deposit the Issuer may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date or
dates in accordance with Article 12 which shall be given effect in applying the
foregoing.

     

    (b) Such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a default or Event of Default under, this Indenture or result in a
breach or violation of, or constitute a default under, any other material
agreement or instrument to which the Issuer is a party or by which it is
bound.

     

    (c) In the
case of an election under Section 10.4, the Issuer shall have delivered to the
Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that
(i) the Issuer has received from, or there has been published by, the Internal
Revenue Service a ruling, or (ii) since the date of execution of this Indenture,
there has been a change in the applicable Federal income tax law, in either case
to the effect that, and based thereon such opinion shall confirm that, the
Holders of such Securities and any Coupons appertaining thereto will not
recognize income, gain or loss for Federal income tax purposes as a result of
such legal defeasance and will be subject to Federal income tax on the same
amount and in the same manner and at the same times, as would have been the case
if such deposit and legal defeasance had not occurred.

    
      
        
        

      

      
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    (d) In the
case of an election under Section 10.5, the Issuer shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of such Securities
and any Coupons appertaining thereto will not recognize income, gain or loss for
Federal income tax purposes as a result of such covenant defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such covenant defeasance had not
occurred.

     

    (e) The
Issuer shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the legal
defeasance under Section 10.4 or the covenant defeasance under Section 10.5 (as
the case may be), including those contained in this Section 10.6, have been
complied with.

     

    (f) This
Issuer shall have delivered to the Trustee an Officer’s Certificate to the
effect that neither such Securities nor any other Securities of the same series,
if then listed on any securities exchange, will be delisted as a result of such
deposit.

     

    (g) No event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to such Securities or any other Securities shall have
occurred and be continuing at the time of such deposit.

     

    (h) Such
defeasance or covenant defeasance shall not result in the trust arising from
such deposit constituting an investment company within the meaning of the
Investment Company Act of 1940 unless such trust shall be registered under such
Act or exempt from registration thereunder.

     

    (i) Such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed
on the Issuer in connection therewith as contemplated by Section
2.3.

     

    
      
        
        

      

      
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    Section 10.7 Deposited Money and U.S.
Government Obligations to be Held in Trust.  Subject
to the provisions of the last paragraph of Section 3.3, all money and U.S.
Government Obligations (or other property as may be provided pursuant to Section
2.3) (including the proceeds thereof) deposited with the Trustee pursuant to
Section 10.6 in respect of any Securities of any series and any Coupons
appertaining thereto shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and any Coupons appertaining
thereto and this Indenture, to the payment, either directly or through any
paying agent (including the Issuer acting as its own paying agent) as the
Trustee may determine, to the Holders of such Securities and any Coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, if any, but such money need not be
segregated from other funds except to the extent required by law.

     

    Section 10.8 Repayment to
Issuer.  The
Trustee (any paying agent) shall promptly pay to the Issuer upon Issuer Order
any excess money or securities held by them at any time.

     

    Section
10.9 Indemnity
For U.S. Government Obligations.  The
Issuer shall pay, and shall indemnify the Trustee against, any tax, fee or other
charge imposed on or assessed against U.S. Government Obligations deposited
pursuant to this Article or the principal and interest and any other amount
received on such U.S. Government Obligations.

     

    Section
10.10 Reimbursement.  If
the Trustee or the paying agent is unable to apply any money in accordance with
this Article with respect to any Securities by reason of any order or judgment
of any court or government authority enjoining, restraining or otherwise
prohibiting such application, then the obligations under this Indenture and such
Securities from which the Issuer has been discharged or released pursuant to
Section 10.4 or 10.5 shall be revived and reinstated as though no deposit had
occurred pursuant to this Article with respect to such Securities, until such
time as the Trustee or paying agent is permitted to apply all money held in
trust pursuant to Section 10.7 with respect to such Securities in accordance
with this Article; provided, however, that if the Issuer makes any payment of
principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Issuer shall be subrogated to the rights
(if any) of the Holders of such Securities to receive such payment from the
money so held in trust.

     

    
      
        
        

      

      
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    ARTICLE 11

     

    MISCELLANEOUS
PROVISIONS

     

    Section 11.1 Incorporators, Shareholders,
Officers and Directors of Issuer Exempt from Individual
Liability.  No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture, or in any Security, or because of any indebtedness evidenced thereby,
shall be had against any incorporator, as such or against any past, present or
future shareholder, officer or director, as such, of the Issuer or of any
successor, either directly or through the Issuer or any successor, under any
rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the
Securities and the Coupons appertaining thereto by the Holders thereof and as
part of the consideration for the issue of the Securities and the Coupons
appertaining thereto.

     

    Section 11.2 Provisions of Indenture for
the Sole Benefit of Parties and Holders of Securities and
Coupons.  Nothing
in this Indenture, in the Securities or in the Coupons appertaining thereto,
expressed or implied, shall give or be construed to give to any Person, other
than the parties hereto and their successors and the holders of Senior
Indebtedness and the Holders of the Securities or Coupons, if any, any legal or
equitable right, remedy or claim under this Indenture or under any covenant or
provision herein contained, all such covenants and provisions being for the sole
benefit of the parties hereto and their successors, the holders of the Senior
Indebtedness and of the Holders of the Securities or Coupons, if
any.

     

    Section
11.3 Successors and Assigns of
Issuer Bound by Indenture.  All
the covenants, stipulations, promises and agreements in this Indenture contained
by or in behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.

     

    Section
11.4 Notices and Demands on
Issuer, Trustee and Holders of Securities and Coupons.  Any
notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the Holders of Securities
or Coupons to or on the Issuer shall be in writing (which may be by facsimile)
and may be given or served by being deposited postage prepaid, first-class mail
(except as otherwise specifically provided herein) addressed (until another
address of the Issuer is filed by the Issuer with the Trustee) to Greenlight
Capital Re, Ltd., 802 West Bay Road, The Grand Pavilion, PO Box 31110, Grand
Cayman, Cayman Islands, KY1-1205, Attn: Secretary. Any notice, direction,
request or demand by the Issuer or any Holder of Securities or Coupons to or
upon the Trustee shall be deemed to have been sufficiently given or served by
being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Trustee is
filed by the Trustee with the Issuer) to
[____________________________].

     

    
      
        
        

      

      
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    Where
this Indenture provides for notice to Holders of Registered Securities, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder entitled
thereto, at his or her last address as it appears in the Security register. In
any case where notice to such Holders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other
Holders. Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

     

    In case,
by reason of the suspension of or irregularities in regular mail service, it
shall be impracticable to mail notice to the Issuer when such notice is required
to be given pursuant to any provision of this Indenture, then any manner of
giving such notice as shall be reasonably satisfactory to the Trustee shall be
deemed to be a sufficient giving of such notice.

     

    Section
11.5 Officer’s Certificates and
Opinions of Counsel; Statements to Be Contained Therein.  Upon
any application or demand by the Issuer to the Trustee to take any action under
any of the provisions of this Indenture, the Issuer shall furnish to the Trustee
an Officer’s Certificate stating that all conditions precedent 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 have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

     

    Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) 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, (c) a statement that, in the opinion of such person, he or she has made
such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has
been complied with and (d) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.

     

    
      
        
        

      

      
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    Any
certificate, statement or opinion of an officer of the Issuer may be based,
insofar as it relates to legal matters, upon a certificate or opinion of or
representations by counsel, unless such officer knows that the certificate or
opinion or representations with respect to the matters upon which his or her
certificate, statement or opinion may be based as aforesaid are erroneous, or in
the exercise of reasonable care should know that the same are erroneous. Any
certificate, statement or opinion of counsel may be based, insofar as it relates
to factual matters, information with respect to which is in the possession of
the Issuer, upon the certificate, statement or opinion of or representations by
an officer or officers of the Issuer, unless such counsel actually knows that
the certificate, statement or opinion or representations with respect to the
matters upon which his or her certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know that
the same are erroneous.

     

    Any
certificate, statement or opinion of an officer of the Issuer 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 Issuer, unless such officer or counsel, as the case may be, knows
that the certificate or opinion or representations with respect to the
accounting matters upon which his or her certificate, statement or opinion may
be based as aforesaid are erroneous, or in the exercise of reasonable care
should know that the same are erroneous.

     

    Any
certificate or opinion of any independent firm of public accountants filed with
and directed to the Trustee shall contain a statement that such firm is
independent.

     

    Section
11.6 Payments Due on Saturdays,
Sundays and Holidays.  If
the date of maturity of interest on or principal of the Securities of any series
or any Coupons appertaining thereto or the date fixed for redemption or
repayment of any such Security or Coupon shall not be a Business Day, then
payment of interest or principal need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
the date of maturity or the date fixed for redemption, and no interest shall
accrue for the period after such date.

     

    Section 11.7 Conflict of Any Provision of
Indenture with Trust Indenture Act of 1939.  If
and to the extent that any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by, or with another provision (an “incorporated
provision”) included in this Indenture by operation of, Sections 310 to
318, inclusive, of the Trust Indenture Act of 1939, such imposed duties or
incorporated provision shall control.

     

    
      
        
        

      

      
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    Section
11.8 New York Law to Govern;
Waiver of Jury Trial.  This
Indenture and each Security and Coupon shall be deemed to be a contract under
the laws of the State of New York, and for all purposes shall be construed in
accordance with the laws of such State, except as may otherwise be required by
mandatory provisions of law.

     

    EACH OF
THE ISSUER 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.

     

    Section
11.9 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
11.10 Effect of
Headings.  The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

     

    Section
11.11 Securities in a Foreign
Currency or in ECU.  Unless
otherwise specified in an Officer’s Certificate delivered pursuant to Section
2.3 of this Indenture with respect to a particular series of Securities,
whenever for purposes of this Indenture any action may be taken by the Holders
of a specified percentage in aggregate principal amount of Securities of all
series or all series affected by a particular action at the time Outstanding
and, at such time, there are Outstanding Securities of any series which are
denominated in a coin or currency other than Dollars (including ECUs), then the
principal amount of Securities of such series which shall be deemed to be
Outstanding for the purpose of taking such action shall be that amount of
Dollars that could be obtained for such amount at the Market Exchange Rate. For
purposes of this Section 11.11, the “Market Exchange
Rate” shall
mean the noon Dollar buying rate in New York City for cable transfers of that
currency as published by the Federal Reserve Bank of New York; provided,
however, in the case of ECUs, Market Exchange Rate shall mean the rate of
exchange determined by the Commission of the European Communities (or any
successor thereto) as published in the Official Journal of the European
Communities (such publication or any successor publication, the “Journal”).
If such Market Exchange Rate is not available for any reason with respect to
such currency, the Trustee shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of New York
or, in the case of ECUs, the rate of exchange as published in the Journal, as of
the most recent available date, or quotations or, in the case of ECUs, rates of
exchange from one or more major banks in The City of New York or in the country
of issue of the currency in question, which for purposes of the ECU shall be
Brussels, Belgium, or such other quotations or, in the case of ECU, rates of
exchange as the Trustee shall deem appropriate. The provisions of this paragraph
shall apply in determining the equivalent principal amount in respect of
Securities of a series denominated in a currency other than Dollars in
connection with any action taken by Holders of Securities pursuant to the terms
of this Indenture including without limitation any determination contemplated in
Section 5.1(g).

     

    
      
        
        

      

      
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    All
decisions and determinations of the Trustee regarding the Market Exchange Rate
or any alternative determination provided for in the preceding paragraph shall
be in its sole discretion and shall, in the absence of manifest error, be
conclusive to the extent permitted by law for all purposes and irrevocably
binding upon the Issuer and all Holders.

     

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

     

    Section
11.13 Separability
Clause.  If
any provision of this Indenture or of the Securities, or the application of any
such provision to any Person or circumstance, shall be held to be invalid,
illegal or unenforceable, the remainder of this Indenture or of the Securities,
or the application of such provision to Persons or circumstances other than
those as to whom or which it is invalid, illegal or unenforceable, shall not in
any way be affected or impaired thereby.

     

    ARTICLE 12

     

    REDEMPTION
OF SECURITIES AND SINKING FUNDS

     

    Section 12.1 Applicability of
Article.  The
provisions of this Article shall be applicable to the Securities of any series
which are redeemable before their maturity or to any sinking fund for the
retirement of Securities of a series except as otherwise specified as
contemplated by Section 2.3 for Securities of such series.

     

    
      
        
        

      

      
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    Section 12.2 Notice of Redemption;
Partial Redemptions.  Notice
of redemption to the Holders of Registered Securities of any series to be
redeemed as a whole or in part at the option of the Issuer shall be given by
mailing notice of such redemption by first class mail, postage prepaid, at least
30 days and not more than 60 days prior to the date fixed for redemption to such
Holders of Securities of such series at their last addresses as they shall
appear upon the registry books. Notice of redemption to the Holders of
Unregistered Securities to be redeemed as a whole or in part, who have filed
their names and addresses with the Trustee pursuant to Section 313(c)(2) of the
Trust Indenture Act of 1939 shall be given at the Issuer’s expense by mailing
notice of such redemption, by first class mail, postage prepaid, at least 30
days and not more than 60 prior to the date fixed for redemption, to such
Holders at such addresses as were so furnished to the Trustee (and, in the case
of any such notice given by the Issuer, the Trustee shall make such information
available to the Issuer for such purpose). Notice of redemption to all other
Holders of Unregistered Securities shall be published in an Authorized Newspaper
in the Borough of Manhattan, The City of New York, and in an Authorized
Newspaper in London, in each case, once in each of three successive calendar
weeks, the first publication to be not less than 30 nor more than 60 days prior
to the date fixed for redemption. Any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder receives the notice. Failure to give notice by mail, or any
defect in the notice to the Holder of any Security of a series designated for
redemption as a whole or in part, shall not affect the validity of the
proceedings for the redemption of any other Security of such
series.

     

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

     

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

     

    On or
before 10:00 a.m., New York City time, the redemption date specified in the
notice of redemption given as provided in this Section, the Issuer will deposit
with the Trustee or with one or more paying agents (or, if the Issuer is acting
as its own paying agent, set aside, segregate and hold in trust as provided in
Section 3.3) an amount of money sufficient to redeem on the redemption date all
the Securities of such series so called for redemption at the appropriate
redemption price, together with accrued interest to the date fixed for
redemption. The Issuer will deliver to the Trustee at least 75 days prior to the
date fixed for redemption an Officer’s Certificate stating the aggregate
principal amount of Securities to be redeemed. In case of a redemption at the
election of the Issuer prior to the expiration of any restriction on such
redemption, the Issuer shall deliver to the Trustee, prior to the giving of any
notice of redemption to Holders pursuant to this Section, an Officer’s
Certificate stating that such restriction has been complied with.

     

    
      
        
        

      

      
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    If less
than all the Securities of a series are to be redeemed, the Trustee shall
select, in such manner as it shall deem appropriate and fair, Securities of such
Series to be redeemed in whole or in part. Securities may be redeemed in part in
multiples equal to the minimum authorized denomination for Securities of such
series or any multiple thereof. The Trustee shall promptly notify the Issuer in
writing of the Securities of such series selected for redemption and, in the
case of any Securities of such series selected for partial redemption, the
principal amount thereof to be redeemed. For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption
of Securities of any series shall relate, in the case of any Security redeemed
or to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed.

     

    Section
12.3 Payment of Securities Called
for Redemption.  If
notice of redemption has been given as above provided, the Securities or
portions of Securities specified in such notice shall become due and payable on
the date and at the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption, and on
and after said date (unless the Issuer shall default in the payment of such
Securities at the redemption price, together with interest accrued to said date)
interest on the Securities or portions of Securities so called for redemption
shall cease to accrue, and the unmatured Coupons, if any, appertaining thereto
shall be void, and, except as provided in Sections 3.3 and 6.5, such Securities
shall cease from and after the date fixed for redemption to be entitled to any
benefit or security under this Indenture, and the Holders thereof shall have no
right in respect of such Securities except the right to receive the redemption
price thereof and unpaid interest to the date fixed for redemption. On
presentation and surrender of such Securities at a place of payment specified in
said notice, together with all Coupons, if any, appertaining thereto maturing
after the date fixed for redemption, said Securities or the specified portions
thereof shall be paid and redeemed by the Issuer at the applicable redemption
price, together with interest accrued thereon to the date fixed for redemption;
provided that payment of interest becoming due on or prior to the date fixed for
redemption shall be payable in the case of Securities with Coupons attached
thereto, to the Holders of the Coupons for such interest upon surrender thereof,
and in the case of Registered Securities, to the Holders of such Registered
Securities registered as such on the relevant record date subject to the terms
and provisions of Sections 2.3 and 2.7 hereof.

     

    If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid or duly provided for, bear interest
from the date fixed for redemption at the rate of interest or Yield to Maturity
(in the case of an Original Issue Discount Security) borne by such
Security.

     

    If any
Security with Coupons attached thereto is surrendered for redemption and is not
accompanied by all appurtenant Coupons maturing after the date fixed for
redemption, such Security may be redeemed after deducting from the redemption
price any amount equal to the face amount of all such missing Coupons, or the
surrender of such missing Coupon or Coupons may be waived by the Issuer and the
Trustee if there be furnished to them such security or indemnity as they may
require to save each of them and any paying agent harmless. If thereafter the
Holder of such Security shall surrender to the Trustee or any paying agent any
such missing Coupon in respect of which a deduction shall have been made from
the redemption price, such Holder shall be entitled to receive the amount so
deducted; provided, however, that interest represented by Coupons shall be
payable as provided in Section 2.9 and, unless otherwise specified as
contemplated by Section 2.3, only upon presentation and surrender of those
Coupons.

     

    Upon
presentation of any Security redeemed in part only, the Issuer shall execute and
the Trustee shall authenticate and deliver to or on the order of the Holder
thereof, at the expense of the Issuer, a new Security or Securities of such
series, of authorized denominations, in principal amount equal to the unredeemed
portion of the Security so presented.

     

    Section
12.4 Exclusion of Certain
Securities from Eligibility for Selection for Redemption.  Securities
shall be excluded from eligibility for selection for redemption if they are
identified by registration and certificate number in an Officer’s Certificate
delivered to the Trustee at least 40 days prior to the last date on which notice
of redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by either (a) the Issuer or (b) an entity specifically
identified in such written statement as directly or indirectly controlling or
controlled by or under direct or indirect common control with the
Issuer.

     

    
      
        
        

      

      
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    Section 12.5 Mandatory and Optional
Sinking Funds.

     

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

     

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

     

    (c) On or
before the 60th day next preceding each sinking fund payment date for any
series, the Issuer will deliver to the Trustee an Officer’s Certificate (which
need not contain the statements required by Section 11.5) (i) specifying the
portion of the mandatory sinking fund payment to be satisfied by payment of cash
and the portion to be satisfied by credit of Securities of such series and the
basis for such credit, (ii) stating that none of the Securities of such series
has theretofore been so credited, (iii) stating that no defaults in the payment
of interest or Events of Default with respect to such series have occurred
(which have not been waived or cured) and are continuing and (iv) stating
whether or not the Issuer intends to exercise its right to make an optional
sinking fund payment with respect to such series and, if so, specifying the
amount of such optional sinking fund payment which the Issuer intends to pay on
or before the next succeeding sinking fund payment date. Any Securities of such
series to be credited and required to be delivered to the Trustee in order for
the Issuer to be entitled to credit therefor as aforesaid which have not
theretofore been delivered to the Trustee shall be delivered for cancellation
pursuant to Section 2.10 to the Trustee with such Officer’s Certificate (or
reasonably promptly thereafter if acceptable to the Trustee). Such Officer’s
Certificate shall be irrevocable and upon its receipt by the Trustee the Issuer
shall become unconditionally obligated to make all the cash payments or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date. Failure of the Issuer, on or before any such 60th day, to deliver
such Officer’s Certificate and Securities specified in this paragraph, if any,
shall not constitute a default but shall constitute, on and as of such date, the
irrevocable election of the Issuer (A) that the mandatory sinking fund payment
for such series due on the next succeeding sinking fund payment date shall be
paid entirely in cash without the option to deliver or credit Securities of such
series in respect thereof and (B) that the Issuer will make no optional sinking
fund payment with respect to such series as provided in this
Section.

     

    
      
        
        

      

      
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    (d) If the
sinking fund payment or payments (mandatory or optional or both) to be made in
cash on the next succeeding sinking fund payment date plus any unused balance of
any preceding sinking fund payments made in cash shall exceed $50,000 (or the
equivalent thereof in any Foreign Currency or ECU) or a lesser sum in Dollars
(or the equivalent thereof in any Foreign Currency or ECU) if the Issuer shall
so request with respect to the Securities of any particular series, such cash
shall be applied on the next succeeding sinking fund payment date to the
redemption of Securities of such series at the sinking fund redemption price
together with accrued interest to the date fixed for redemption. If such amount
shall be $50,000 (or the equivalent thereof in any Foreign Currency or ECU) or
less and the Issuer makes no such request then it shall be carried over until a
sum in excess of $50,000 (or the equivalent thereof in any Foreign Currency or
ECU) is available. The Trustee shall select, in the manner provided in Section
12.2, for redemption on such sinking fund payment date a sufficient principal
amount of Securities of such series to absorb said cash, as nearly as may be,
and shall (if requested in writing by the Issuer) inform the Issuer of the
serial numbers of the Securities of such series (or portions thereof) so
selected. Securities shall be excluded from eligibility for redemption under
this Section if they are identified by registration and certificate number in an
Officer’s Certificate delivered to the Trustee at least 60 days prior to the
sinking fund payment date as being owned of record and beneficially by, and not
pledged or hypothecated by either (i) the Issuer or (ii) an entity specifically
identified in such Officer’s Certificate as directly or indirectly controlling
or controlled by or under direct or indirect common control with the Issuer. The
Trustee, in the name and at the expense of the Issuer (or the Issuer, if it
shall so request the Trustee in writing) shall cause notice of redemption of the
Securities of such series to be given in substantially the manner provided in
Section 12.2 (and with the effect provided in Section 12.3) for the redemption
of Securities of such series in part at the option of the Issuer. The amount of
any sinking fund payments not so applied or allocated to the redemption of
Securities of such series shall be added to the next cash sinking fund payment
for such series and, together with such payment, shall be applied in accordance
with the provisions of this Section. Any and all sinking fund moneys held on the
stated maturity date of the Securities of any particular series (or earlier, if
such maturity is accelerated), which are not held for the payment or redemption
of particular Securities of such series shall be applied, together with other
moneys, if necessary, sufficient for the purpose, to the payment of the
principal of, and interest on, the Securities of such series at
maturity.

     

    (e) On or
before each sinking fund payment date, the Issuer shall pay to the Trustee in
cash or shall otherwise provide for the payment of all interest accrued to the
date fixed for redemption on Securities to be redeemed on the next following
sinking fund payment date.

     

    (f) The
Trustee shall not redeem or cause to be redeemed any Securities of a series with
sinking fund moneys or give any notice of redemption of Securities for such
series by operation of the sinking fund during the continuance of a default in
payment of interest on such Securities or of any Event of Default except that,
where the giving of notice of redemption of any Securities shall theretofore
have been made, the Trustee shall redeem or cause to be redeemed such
Securities, provided that it shall have received from the Issuer a sum
sufficient for such redemption. Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such default or Event of Default shall
occur, and any moneys thereafter paid into the sinking fund, shall, during the
continuance of such default or Event of Default, be deemed to have been
collected under Article 5 and held for the payment of all such Securities. In
case such Event of Default shall have been waived as provided in Section 5.10 or
the default cured on or before the sixtieth day preceding the sinking fund
payment date in any year, such moneys shall thereafter be applied on the next
succeeding sinking fund payment date in accordance with this Section to the
redemption of such Securities.

     

    
      
        
        

      

      
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    ARTICLE 13

     

    SUBORDINATION

     

    Section
13.1 Agreement to
Subordinate.  The
Issuer, for itself, its successors and assigns, covenants and agrees, and each
Holder of a Security or Coupon, by its acceptance thereof, likewise covenants
and agrees, that the payment of the principal of and interest on, each and all
of the Securities and any Coupons is hereby expressly subordinated, to the
extent and in the manner hereinafter in this Article 13 set forth, in right of
payment to the prior payment in full of all Senior Indebtedness.

     

    Section
13.2 Rights of Senior
Indebtedness in the Event of Insolvency, Etc., of the Issuer

     

    (a) In the
event of any insolvency or bankruptcy proceedings, and any receivership,
liquidation, reorganization or other similar proceedings in connection
therewith, relative to the Issuer or to its creditors, as such, or to its
property, and in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of the Issuer, whether or not involving
insolvency or bankruptcy, and in the event of any execution sale, then the
holders of Senior Indebtedness shall be entitled to receive payment in full of
principal thereof and interest due thereon (including, without limitation,
except to the extent, if any, prohibited by mandatory provisions of law,
post-petition interest in any such proceedings) in money or money’s worth of all
Senior Indebtedness before the Holders are entitled to receive any payment on
account of the principal of or interest on the indebtedness evidenced by the
Securities or of the Coupons, and to that end the holders of Senior Indebtedness
shall be entitled to receive for application in payment thereof any payment or
distribution of any kind or character, whether in cash or property or
securities, which may be payable or deliverable in connection with any such
proceedings or sale in respect of the principal of or interest on the Securities
or Coupons other than securities of the Issuer as reorganized or readjusted or
securities of the Issuer or any other corporation provided for by a plan of
reorganization or readjustment, in each case the payment of which is
subordinated in right of payment, at least to the extent provided in this
Article 13 with respect to the Securities or Coupons, to the payment of all
Senior Indebtedness, provided that the rights of the holders of the Senior
Indebtedness are not altered by such reorganization or
readjustment;

     

    (b) In the
event and during the continuation of any default in payment of any Senior
Indebtedness or if any event of default, as therein defined, shall exist under
any Senior Indebtedness or any agreement pursuant to which any Senior
Indebtedness is issued, no payment of the principal of or interest on the
Securities or Coupons shall be made and the Issuer covenants that it will, upon
ascertaining any such default or event of default, provide written notice to the
Trustee of such default or event of default;

     

    (c) In the
event that the Securities of any series are declared due and payable before
their expressed maturity because of the occurrence of an Event of Default (under
circumstances when the provisions of subsection (a) of this Section 13.2 shall
not be applicable), the holders of all Senior Indebtedness shall be entitled to
receive payment in full in money or money’s worth of such Senior Indebtedness
before such Holders are entitled to receive any payment on account of the
principal of or interest on the Securities or Coupons; and

     

    
      
        
        

      

      
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    (d) No holder
of Senior Indebtedness shall be prejudiced in his or her right to enforce
subordination of the Securities or Coupons by any act or failure to act on the
part of the Issuer.

     

    Section 13.3 Payment Over of Proceeds
Received on Securities.  In
the event that, notwithstanding the provisions of Section 13.2, any payment or
distribution of assets of the Issuer of any kind or character, whether in cash,
property or securities (other than securities of the Issuer as reorganized or
readjusted or securities of the Issuer or any other corporation provided for by
a plan of reorganization or readjustment the payment of which is subordinated in
right of payment, at least to the extent provided in this Article 13 with
respect to the Securities or Coupons, to the payment of all Senior Indebtedness,
provided that the rights of the holders of the Senior Indebtedness are not
altered by such reorganization or readjustment) shall be received by the Holders
or by the Trustee for their benefit in connection with any proceedings or sale
referred to in subsection (a) of Section 13.2 before all Senior Indebtedness is
paid in full in money or money’s worth, such payment or distribution shall be
paid over to the holders of such Senior Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Senior Indebtedness may have been issued,
ratably according to the aggregate amounts remaining unpaid on account of the
Senior Indebtedness held or represented by each, for application to the payment
of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness
shall have been paid in full in money or money’s worth, after giving effect to
any concurrent payment or distribution to the holders of such Senior
Indebtedness.

     

    From and
after the payment in full in money or money’s worth of all Senior Indebtedness,
the Holders (together with the holders of any other indebtedness of the Issuer
which is subordinated in right of payment to the payment in full of all Senior
Indebtedness, which is not subordinated in right of payment to the Securities or
Coupons and which by its terms grants such right of subrogation to the holder
thereof) shall be subrogated to the rights of the holders of Senior Indebtedness
to receive payments or distributions of assets or securities of the Issuer
applicable to the Senior Indebtedness until the Securities and any Coupons shall
be paid in full, and, for the purposes of such subrogation, no such payments or
distributions to the holders of Senior Indebtedness of assets or securities,
which otherwise would have been payable or distributable to Holders, shall, as
between the Issuer, its creditors other than the holders of Senior Indebtedness,
and the Holders, be deemed to be a payment by the Issuer to or on account of the
Senior Indebtedness, it being understood that the provisions of this Article 13
are and are intended solely for the purpose of defining the relative rights of
the Holders, on the one hand, and the holders of the Senior Indebtedness, on the
other hand, and nothing contained in this Article 13 or elsewhere in this
Indenture or in the Securities or Coupons is intended to or shall impair as
between the Issuer, its creditors other than the holders of Senior Indebtedness,
and the Holders, the obligation of the Issuer, which is unconditional and
absolute, to pay to the Holders the principal of and interest on the Securities
or Coupons as and when the same shall become due and payable in accordance with
their terms, or to affect the relative rights of the Holders and creditors of
the Issuer other than the holders of the Senior Indebtedness, nor shall anything
herein or therein prevent the Trustee or the holder of any Security or Coupon
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture subject to the rights of the holders of Senior
Indebtedness, under Section 13.2, to receive cash, property or securities of the
Issuer otherwise payable or deliverable to the holders of the Securities or
Coupons.

     

    Upon any
distribution or payment in connection with any proceedings or sale referred to
in subsection (a) of Section 13.2, the Trustee, subject as between the Trustee
and the Holders to the provisions of Sections 6.1 and 6.2 hereof, shall be
entitled to rely upon a certificate of the liquidating trustee or agent or other
Person making any distribution or payment to the Trustee for the purpose of
ascertaining the holders of Senior Indebtedness entitled to participate in such
payment or distribution, the amount of such Senior Indebtedness or the amount
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article 13. In the event that the Trustee
determines, in good faith, that further evidence is required with respect to the
right of any Person as a holder of Senior Indebtedness to participate in any
payment or distribution pursuant to this Section 13.3, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior Indebtedness held by such Person, as to the extent to
which such Person is entitled to participate in such payment or distribution,
and as to other facts pertinent to the rights of such Person under this Section
13.3, 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.

     

    
      
        
        

      

      
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    The
Trustee, however, shall not be deemed to owe any fiduciary duty to the holders
of Senior Indebtedness, and shall not be liable to any such holders if it shall
in good faith pay over or distribute to Holders or the Issuer or any other
Person moneys or assets to which any holders of Senior Indebtedness shall be
entitled by virtue of Article 13 of this Indenture 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 and no implied covenants or obligations with respect to holders
of Senior Indebtedness shall be read into this Indenture against the
Trustee.

     

    Section
13.4 Payments to
Holders.  Nothing
contained in this Article 13 or elsewhere in this Indenture, or in any of the
Securities or in any Coupon, shall prevent at any time, (1) the Issuer from
making payments at any time of principal of or interest on the Securities or
Coupons, except under the conditions described in Section 13.2 or during the
pendency of any proceedings or sale therein referred to, provided, however, that
payments of principal of or interest on the Securities or Coupons shall only be
made by the Issuer within three business days of the due dates for such payments
or (2) the application by the Trustee of any moneys deposited with it hereunder
to the payment of or on account of the principal of or interest on the
Securities or Coupons, if at the time of such deposit the Trustee did not have
written notice in accordance with Section 13.6 of any event prohibiting the
making of such deposit by the Issuer or if in the event of redemption, the
Trustee did not have such written notice prior to the time that the notice of
redemption pursuant to Section 12.2 was given (which notice of redemption shall
in no event be given more than 60 days prior to the date fixed for
redemption).

     

    Section
13.5 Holders of Securities
Authorize Trustee to Effectuate Subordination of Securities.  Each
Holder by his or her acceptance of a Security or Coupon authorizes and directs
the Trustee on his or her behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination as provided in this
Article 13 and appoints the Trustee as attorney-in-fact for any and all such
purposes, including, in the event of any dissolution, winding up, liquidation or
reorganization of the Issuer (whether in bankruptcy, insolvency or receivership
proceedings or upon an assignment for the benefit of creditors or otherwise)
tending towards liquidation of the business and assets of the Issuer, the
immediate filing of a claim for the unpaid balance of such Holder’s Securities
or Coupons in the form required in said proceedings and cause said claim to be
approved.

     

    Section 13.6 Notice to
Trustee.  Notwithstanding
the provisions of this Article 13 or any other provisions of this Indenture, the
Trustee shall not be charged with the knowledge of the existence of any facts
which would prohibit the making of any payment of moneys to the Trustee, unless
and until the Trustee shall have received written notice thereof from the Issuer
or from the holder or the representative of any class of Senior Indebtedness;
provided, however, that if at least two Business Days prior to the date upon
which by the terms hereof any such monies may become payable for any purpose
(including, without limitation, the payment of either the cash amount payable at
maturity or interest on any Security or Coupon), the Trustee shall not have
received with respect to such moneys the notice provided for in this Section
13.6, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such moneys and to apply
the same to the purpose for which they were received, and shall not be affected
by any notice to the contrary, which may be received by it on or after such two
Business Days prior to such date.

     

    
      
        
        

      

      
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    Section
13.7 Trustee May Hold Senior
Indebtedness.  Subject
to the provisions of Article 6, the Trustee shall be entitled to all the
rights set forth in this Article 13 with respect to any Senior Indebtedness
which may at any time be held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee or
any Authenticating Agent of its right as such holder.

     

    Nothing
in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 6.6.

     

    Section
13.8 Applicability of Article 13
to Paying Agents.  In
case at any time any paying agent other than the Trustee shall be appointed by
the Issuer and be then acting hereunder, the term “Trustee” as used in this
Article 13 in such case (unless the context shall otherwise require) be
construed as extending to and including such paying agent within its meaning as
fully for all intents and purposes as if such paying agent were named in this
Article 13 in place of the Trustee.

     

    [signature page
follows]

     


    
      
         


      

      
        68

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed as of [________________].

     

    GREENLIGHT
CAPITAL RE, LTD.

     

    By:______________________________________

     

    Name:____________________________________

     

    Title:_____________________________________

     

    [___________________________],

     

    as
Trustee

     

    By:_______________________________________

     

    Name:____________________________________

     

    Title:_____________________________________

     

    


     


    
      
        
           

        

         


      

      
        69