ex4_4.htm


    Exhibit
4.4

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    THE
SAVANNAH BANCORP, INC.

    


    TO

    


    [●],

    as
Trustee

    


    INDENTURE

    


    Dated as
of ___________, 2009

    


    SUBORDINATED
DEBT SECURITIES

    


    


    





    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    TABLE OF
CONTENTS

    


    
      	
              ARTICLE
      1

            	
              DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION

            	
              2

            
	 	 	 
	
                 SECTION
      101.

            	
              Definitions

            	
              2

            
	
                 SECTION
      102.

            	
              Compliance
      Certificates and Opinions

            	
              13

            
	
                 SECTION
      103.

            	
              Form
      of Documents Delivered to Trustee

            	
              14

            
	
                 SECTION
      104.

            	
              Acts
      of Holders

            	
              14

            
	
                 SECTION
      105.

            	
              Notices,
      etc., the Trustee and Company

            	
              17

            
	
                 SECTION
      106.

            	
              Notice
      to Holders; Waiver

            	
              17

            
	
                 SECTION
      107.

            	
              Effect
      of Headings and Table of Contents

            	
              18

            
	
                 SECTION
      108.

            	
              Successors
      and Assigns

            	
              18

            
	
                 SECTION
      109.

            	
              Separability
      Clause

            	
              18

            
	
                 SECTION
      110.

            	
              Benefits
      of Indenture

            	
              18

            
	
                 SECTION
      111.

            	
              No
      Personal Liability

            	
              19

            
	
                 SECTION
      112.

            	
              Governing
      Law

            	
              19

            
	
                 SECTION
      113.

            	
              Legal
      Holidays

            	
              19

            
	 	 	 
	
              ARTICLE
      II

            	
              SECURITIES
      FORMS

            	
              20

            
	 	 	 
	
                 SECTION
      201.

            	
              Forms
      of Securities

            	
              20

            
	
                 SECTION
      202.

            	
              Form
      of Trustee’s Certificate of Authentication

            	
              21

            
	
                 SECTION
      203.

            	
              Securities
      Issuable in Global Form

            	
              21

            
	 	 	 
	
              ARTICLE
      III

            	
              THE
      SECURITIES

            	
              22

            
	 	 	 
	
                 SECTION
      301.

            	
              Amount
      Unlimited: Issuable in Series

            	
              22

            
	
                 SECTION
      302.

            	
              Denominations

            	
              26

            
	
                 SECTION
      303.

            	
              Execution,
      Authentication, Delivery and Dating

            	
              26

            
	
                 SECTION
      304.

            	
              Temporary
      Securities

            	
              28

            
	
                 SECTION
      305.

            	
              Registration,
      Registration of Transfer and Exchange

            	
              31

            
	
                 SECTION
      306.

            	
              Mutilated,
      Destroyed, Lost and Stolen Securities

            	
              34

            
	
                 SECTION
      307.

            	
              Payment
      of Interest; Interest Rights Preserved

            	
              35

            
	
                 SECTION
      308.

            	
              Persons
      Deemed Owners

            	
              37

            
	
                 SECTION
      309.

            	
              Cancellation

            	
              38

            
	
                 SECTION
      310.

            	
              Computation
      of Interest

            	
              38

            
	
                 SECTION
      311.

            	
              Deferrals
      of Interest Payment Dates

            	
              38

            
	
                 SECTION
      312.

            	
              Agreed
      Tax Treatment

            	
              40

            
	
                 SECTION
      313.

            	
              CUSIP
      Numbers

            	
              40

            
	
                 SECTION
      314.

            	
              Shortening
      of Stated Maturity

            	
              40

            
	 	 	 
	
              ARTICLE
      IV

            	
              SATISFACTION
      AND DISCHARGE

            	
              41

            
	 	 	 
	
                 SECTION
      401.

            	
              Satisfaction
      and Discharge of Indenture

            	
              41

            
	
                 SECTION
      402.

            	
              Application
      of Trust Funds

            	
              42

            
	 	 	 
	
              ARTICLE
      V

            	
              REMEDIES

            	
              42

            
	 	 	 
	
                 SECTION
      501.

            	
              Events
      of Default

            	
              42

            
	
                 SECTION
      502.

            	
              Acceleration
      of Maturity; Rescission and Annulment

            	
              44

            
	
                 SECTION
      503.

            	
              Collection
      of Indebtedness and Suits for Enforcement by Trustee

            	
              45

            
	
                 SECTION
      504.

            	
              Trustee
      May File Proofs of Claim

            	
              46

            


    

     
 


    
      
        - i
-  

      

      
         


        
          

        

      

      
         


      

    


    


    
      	
                 SECTION
      505.

            	
              Trustee
      May Enforce Claims Without Possession of Securities or
    Coupons

            	
              47

            
	
                 SECTION
      506.

            	
              Application
      of Money Collected

            	
              47

            
	
                 SECTION
      507.

            	
              Limitation
      on Suits

            	
              48

            
	
                 SECTION
      508.

            	
              Unconditional
      Right of Holders to Receive Principal, Premium or Make-Whole Amount, if
      any, Interest and Additional Amounts; Direct Action by Holders of
      Preferred Securities

            	
              48

            
	
                 SECTION
      509.

            	
              Restoration
      of Rights and Remedies

            	
              49

            
	
                 SECTION
      510.

            	
              Rights
      and Remedies Cumulative

            	
              49

            
	
                 SECTION
      511.

            	
              Delay
      or Omission Not Waiver

            	
              49

            
	
                 SECTION
      512.

            	
              Control
      by Holders of Securities

            	
              49

            
	
                 SECTION
      513.

            	
              Waiver
      of Past Defaults

            	
              50

            
	
                 SECTION
      514.

            	
              Waiver
      of Stay, Usury or Extension of Laws

            	
              50

            
	
                 SECTION
      515.

            	
              Undertaking
      for Costs

            	
              50

            
	 	 	 
	
              ARTICLE
      VI

            	
              THE
      TRUSTEE

            	
              51

            
	 	 	 
	
                 SECTION
      601.

            	
              Notice
      of Defaults

            	
              51

            
	
                 SECTION
      602.

            	
              Certain
      Duties, Responsibilities and Rights of Trustee

            	
              51

            
	
                 SECTION
      603.

            	
              Not
      Responsible for Recitals or Issuance of Securities

            	
              53

            
	
                 SECTION
      604.

            	
              May
      Hold Securities

            	
              53

            
	
                 SECTION
      605.

            	
              Money
      Held in Trust

            	
              53

            
	
                 SECTION
      606.

            	
              Compensation
      and Reimbursement

            	
              53

            
	
                 SECTION
      607.

            	
              Corporate
      Trustee Required; Eligibility

            	
              54

            
	
                 SECTION
      608.

            	
              Resignation
      and Removal; Appointment of Successor

            	
              54

            
	
                 SECTION
      609.

            	
              Acceptance
      of Appointment By Successor

            	
              56

            
	
                 SECTION
      610.

            	
              Merger,
      Conversion, Consolidation or Succession to Business

            	
              57

            
	
                 SECTION
      611.

            	
              Appointment
      of Authenticating Agent

            	
              57

            
	
                 SECTION
      612.

            	
              Certain
      Duties and Responsibilities

            	
              59

            
	
                 SECTION
      613.

            	
              Conflicting
      Interests

            	
              59

            
	
                 SECTION
      614.

            	
              Preferential
      Collection of Claims Against Company

            	
              59

            
	 	 	 
	
               ARTICLE
      VII

            	
              HOLDERS’
      LISTS AND REPORTS BY TRUSTEE AND COMPANY

            	
              59

            
	 	 	 
	
                 SECTION
      701.

            	
              Disclosure
      of Names and Addresses of Holders

            	
              59

            
	
                 SECTION
      702.

            	
              Reports
      by Trustee

            	
              60

            
	
                 SECTION
      703.

            	
              Reports
      by Company

            	
              60

            
	
                 SECTION
      704.

            	
              Company
      to Furnish Trustee Names and Addresses of Holders

            	
              61

            
	 	 	 
	
              ARTICLE
      VIII

            	
              CONSOLIDATION,
      MERGER, SALE, LEASE OR CONVEYANCE

            	
              61

            
	 	 	 
	
                 SECTION
      801.

            	
              Consolidations
      and Mergers of Company and Sales, Leases and Conveyances Permitted Subject
      to Certain Conditions

            	
              61

            
	
                 SECTION
      802.

            	
              Rights
      and Duties of Successor Corporation

            	
              62

            
	
                 SECTION
      803.

            	
              Officers’
      Certificate and Opinion of Counsel

            	
              62

            
	 	 	 
	
              ARTICLE
      IX

            	
              SUPPLEMENTAL
      INDENTURES

            	
              62

            
	 	 	 
	
                 SECTION
      901.

            	
              Supplemental
      Indentures Without Consent of Holders

            	
              62

            
	
                 SECTION
      902.

            	
              Supplemental
      Indentures with Consent of Holders

            	
              64

            
	
                 SECTION
      903.

            	
              Execution
      of Supplemental Indentures

            	
              65

            
	
                 SECTION
      904.

            	
              Effect
      of Supplemental Indentures

            	
              66

            
	
                 SECTION
      905.

            	
              Conformity
      with Trust Indenture Act

            	
              66

            
	
                 SECTION
      906.

            	
              Reference
      in Securities to Supplemental Indentures

            	
              66

            


    


    
      
        - ii
-  

      

      
         


        
          

        

      

      
         


      

    


    


    
      	 
      	 
      	 
      
	
                 SECTION
      907.

            	
              Notice
      of Supplemental Indentures

            	
              66

            
	
                 SECTION
      908.

            	
              Subordination
      Unimpaired

            	
              66

            
	 	 	 
	
              ARTICLE
      X

            	
              COVENANTS

            	
              66

            
	 	 	 
	
                 SECTION
      1001.

            	
              Payment
      of Principal, Premium or Make-Whole Amount, if any, Interest and
      Additional Amounts

            	
              66

            
	
                 SECTION
      1002.

            	
              Maintenance
      of Office or Agency

            	
              67

            
	
                 SECTION
      1003.

            	
              Money
      for Securities Payments to Be Held in Trust

            	
              68

            
	
                 SECTION
      1004.

            	
              Restrictions
      During Extension Period

            	
              70

            
	
                 SECTION
      1005.

            	
              Existence

            	
              71

            
	
                 SECTION
      1006.

            	
              Maintenance
      of Properties

            	
              71

            
	
                 SECTION
      1007.

            	
              [Reserved]

            	
              71

            
	
                 SECTION
      1008.

            	
              Payment
      of Taxes and Other Claims

            	
              71

            
	
                 SECTION
      1009.

            	
              Provision
      of Financial Information

            	
              71

            
	
                 SECTION
      1010.

            	
              Statement
      as to Compliance

            	
              72

            
	
                 SECTION
      1011.

            	
              Additional
      Amounts

            	
              72

            
	
                 SECTION
      1012.

            	
              Waiver
      of Certain Covenants

            	
              73

            
	
                 SECTION
      1013.

            	
              Additional
      Covenants

            	
              73

            
	
                 SECTION
      1014.

            	
              Original
      Issue Discount

            	
              74

            
	 	 	 
	
              ARTICLE
      XI

            	
              REDEMPTION
      OF SECURITIES

            	
              74

            
	 	 	 
	
                 SECTION
      1101.

            	
              Applicability
      of Article

            	
              74

            
	
                 SECTION
      1102.

            	
              Election
      to Redeem; Notice to Trustee

            	
              75

            
	
                 SECTION
      1103.

            	
              Selection
      by Trustee of Securities to Be Redeemed

            	
              75

            
	
                 SECTION
      1104.

            	
              Notice
      of Redemption

            	
              76

            
	
                 SECTION
      1105.

            	
              Deposit
      of Redemption Price

            	
              77

            
	
                 SECTION
      1106.

            	
              Securities
      Payable on Redemption Date

            	
              77

            
	
                 SECTION
      1107.

            	
              Securities
      Redeemed in Part

            	
              78

            
	 	 	 
	
              ARTICLE
      XII

            	
              SINKING
      FUNDS

            	
              79

            
	 	 	 
	
                 SECTION
      1201.

            	
              Applicability
      of Article

            	
              79

            
	
                 SECTION
      1202.

            	
              Satisfaction
      of Sinking Fund Payments with Securities

            	
              79

            
	
                 SECTION
      1203.

            	
              Redemption
      of Securities for Sinking Fund

            	
              79

            
	 	 	 
	
              ARTICLE
      XIII

            	
              REPAYMENT
      AT THE OPTION OF HOLDERS

            	
              80

            
	 	 	 
	
                 SECTION
      1301.

            	
              Applicability
      of Article

            	
              80

            
	
                 SECTION
      1302.

            	
              Repayment
      of Securities

            	
              80

            
	
                 SECTION
      1303.

            	
              Exercise
      of Option

            	
              80

            
	
                 SECTION
      1304.

            	
              When
      Securities Presented for Repayment Become Due and Payable

            	
              81

            
	
                 SECTION
      1305.

            	
              Securities
      Repaid in Part

            	
              82

            
	 	 	 
	
              ARTICLE
      XIV

            	
              DEFEASANCE
      AND COVENANT DEFEASANCE

            	
              82

            
	 	 	 
	
                 SECTION
      1401.

            	
              Applicability
      of Article; Company’s Option to Effect Defeasance or Covenant
      Defeasance

            	
              82

            
	
                 SECTION
      1402.

            	
              Defeasance
      and Discharge

            	
              82

            
	
                 SECTION
      1403.

            	
              Covenant
      Defeasance

            	
              83

            
	
                 SECTION
      1404.

            	
              Conditions
      to Defeasance or Covenant Defeasance

            	
              84

            
	
                 SECTION
      1405.

            	
              Deposited
      Money and Government Obligations to Be Held in Trust; Other Miscellaneous
      Provisions

            	
              86

            
	
                 SECTION
      1406.

            	
              Reinstatement

            	
              87

            
	 	 	 
	
              ARTICLE
      XV

            	
              MEETINGS
      OF HOLDERS OF SECURITES

            	
              87

            


    

    



    
      
        - iii
-  

      

      
         


        
          

        

      

      
         


      

    


    


    
      	
                 SECTION
      1501.

            	
              Purposes
      for Which Meetings May Be Called

            	
              87

            
	
                 SECTION
      1502.

            	
              Call,
      Notice and Place of Meetings

            	
              87

            
	
                 SECTION
      1503.

            	
              Persons
      Entitled to Vote at Meetings

            	
              88

            
	
                 SECTION
      1504.

            	
              Quorum;
      Action

            	
              88

            
	
                 SECTION
      1505.

            	
              Determination
      of Voting Rights; Conduct and Adjournment of Meetings

            	
              89

            
	
                 SECTION
      1506.

            	
              Counting
      Votes and Recording Action of Meetings

            	
              90

            
	
                 SECTION
      1507.

            	
              Evidence
      of Action Taken by Holders

            	
              90

            
	
                 SECTION
      1508.

            	
              Proof
      of Execution of Instruments

            	
              91

            
	 	 	 
	
              ARTICLE
      XVI

            	
              CONVERSION
      OR EXCHANGE OF SECURITES

            	
              91

            
	 	 	 
	
                 SECTION
      1601.

            	
              Applicability
      of Article

            	
              91

            
	
                 SECTION
      1602.

            	
              Election
      to Exchange; Notice to Trustee and Holders

            	
              91

            
	
                 SECTION
      1603.

            	
              No
      Fractional Shares

            	
              91

            
	
                 SECTION
      1604.

            	
              Adjustment
      of Exchange Rate

            	
              92

            
	
                 SECTION
      1605.

            	
              Payment
      of Certain Taxes Upon Exchange

            	
              92

            
	
                 SECTION
      1606.

            	
              Shares
      Free and Clear

            	
              92

            
	
                 SECTION
      1607.

            	
              Cancellation
      of Security

            	
              93

            
	
                 SECTION
      1608.

            	
              Duties
      of Trustee Regarding Exchange

            	
              93

            
	
                 SECTION
      1609.

            	
              Repayment
      of Certain Funds Upon Exchange

            	
              93

            
	
                 SECTION
      1610.

            	
              Exercise
      of Conversion Privilege

            	
              94

            
	
                 SECTION
      1611.

            	
              Effect
      of Consolidation or Merger on Conversion Privilege

            	
              95

            
	 	 	 
	
              ARTICLE
      XVII

            	
              SUBORDINATION

            	
              96

            
	 	 	 
	
                 SECTION
      1701.

            	
              Agreement
      to Subordinate

            	
              96

            
	
                 SECTION
      1702.

            	
              Liquidation;
      Dissolution; Bankruptcy

            	
              96

            
	
                 SECTION
      1703.

            	
              Default
      on Senior Debt

            	
              97

            
	
                 SECTION
      1704.

            	
              Acceleration
      of Securities

            	
              98

            
	
                 SECTION
      1705.

            	
              When
      Distribution Must Be Paid Over

            	
              98

            
	
                 SECTION
      1706.

            	
              Notice
      by Company

            	
              99

            
	
                 SECTION
      1707.

            	
              Subrogation

            	
              99

            
	
                 SECTION
      1708.

            	
              Relative
      Rights

            	
              99

            
	
                 SECTION
      1709.

            	
              Subordination
      May Not Be Impaired by Company

            	
              99

            
	
                 SECTION
      1710.

            	
              Distribution
      or Notice to Representative

            	
              100

            
	
                 SECTION
      1711.

            	
              Rights
      of Trustee and Paying Agent

            	
              100

            
	
                 SECTION
      1712.

            	
              Payment
      Permitted in Certain Situations

            	
              100

            
	
                 SECTION
      1713.

            	
              Trustee
      to Effectuate Subordination

            	
              100

            
	
                 SECTION
      1714.

            	
              Reliance
      on Judicial Order or Certificate of Liquidating Agent

            	
              100

            
	
                 SECTION
      1715.

            	
              Article
      Applicable to Paying Agents

            	
              101

            


    

     
 

    
      	
              EXHIBIT
      A-1

            	
              FORM
      OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED TO RECEIVE BEARER SECURITY
      OR TO OBTAIN INTEREST PAYBLE PRIOR TO THE EXCHANGE DATE
      CERTIFICATE

            
	
              EXHIBIT
      A-2

            	
              FORM
      OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CLEARSTREAM IN CONNECTION WITH
      THE EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO OBTAIN
      INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE CERTIFICATE

            
	
              EXHIBIT
      B

            	
              FORM
      OF EXCHANGE RATE OFFICER’S
CERTIFICATE

            


    

    



    
      
        - iv
-  

      

      
         


        
          

        

      

      
         


      

    


    


    


    THE
SAVANNAH BANCORP, INC.

    


    Reconciliation
and tie between Trust Indenture Act of 1939, as amended (the “TIA”), and
Indenture, dated as of ____________________, 2009.

    


    
      	
               

            	 
      	
              Indenture

            
	
              Trust
      Indenture Act Section

            	 
      	
              Section

            
	 
      	 
      	 
      
	
              Section
      310

            	
              (a)(1)

            	
              607

            
	 
      	
              (a)(2)

            	
              607

            
	 
      	
              (b)

            	
              608

            
	
              Section
      312

            	
              (c)

            	
              701

            
	
              Section
      314

            	
              (a)

            	
              703

            
	 
      	
              (a)(4)

            	
              1010

            
	 
      	
              (c)(1)

            	
              102

            
	 
      	
              (c)(2)

            	
              102

            
	 
      	
              (e)

            	
              102

            
	
              Section
      315

            	
              (b)

            	
              601

            
	
              Section
      316

            	
              (a)(last
      sentence)

            	
              101

            
	 
      	 
      	
              (“Outstanding”)

            
	 
      	
              (a)(1)(A)

            	
              502,512

            
	 
      	
              (a)(1)(B)

            	
              513

            
	 
      	
              (b)

            	
              508

            
	
              Section
      317

            	
              (a)(1)

            	
              503

            
	 
      	
              (a)(2)

            	
              504

            
	
              Section
      318

            	
              (a)

            	
              112

            
	 
      	
              (c)

            	
              112

            


    

    


    


    Note:  This reconciliation
and tie shall not, for any purpose, be deemed to be a part of the
Indenture.

    


    Attention should also be directed to
Section 318(c) of the TIA, which provides that the provisions of Sections 310 to
and including 317 of the TIA are a part of and govern every qualified indenture,
whether or not physically contained therein.




    
      
        
          - v
-

        

         


      

      
         


        
          

        

      

      
         


      

    

    INDENTURE

    


    INDENTURE,
dated as of ________________, 2009, between THE SAVANNAH BANCORP, INC., a
Georgia corporation (hereinafter called the “Company”), having its principal
office at 25 Bull Street, P. O. Box 188, Savannah, Georgia 31401 and [●], a [●]
corporation, as Trustee hereunder (hereinafter called the “Trustee”), having a
Corporate Trust Office at [●].

    


    RECITALS
OF THE COMPANY

    


    The
Company deems it necessary to issue from time to time for its lawful purposes
its debt securities (hereinafter called the “Securities”) evidencing its
unsecured and subordinated indebtedness, and has duly authorized the execution
and delivery of this Indenture to provide for the issuance from time to time of
the Securities, unlimited as to aggregate principal amount, to bear interest at
the rates or formulas, to mature at such times and to have such other provisions
as shall be fixed therefor as hereinafter provided.

    


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

    


    NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

    


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

    


     

    ARTICLE I.DEFINITIONS AND OTHER PROVISIONS OF
GENERAL APPLICATION 

     

    


    SECTION 101. Definitions.

    


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

    


    (1)           the
terms defined in this Article have the meanings assigned to them in this
Article, and include the plural as well as the singular;

    


    (2)           all
other terms used herein which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them therein,
and the terms “cash transaction” and “self- liquidating paper,” as used in Trust
Indenture Act Section 311, shall have the meanings assigned to them in the rules
of the Commission adopted under the Trust Indenture Act;

    


    (3)           all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles; and

     

    
 

    
      
        -
2 -

      

      
        
        

        
          

        

      

      
        
        

      

    

    (4)           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.

    


    Certain
terms, used principally in Article Three, Article Five, Article Six and Article
Ten, are defined in those Articles. In addition, the following terms shall have
the indicated respective meanings:

    


    “Act” has
the meaning specified in Section 104.

    


    “Additional
Amounts” means any additional amounts which are required by a Security, under
circumstances specified therein, to be paid by the Company in respect of certain
taxes imposed on certain Holders and which are owing to such Holders in order
that they receive the amount they would have received as if such taxes had not
been imposed.

    


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

    


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

    


    “Authenticating
Agent” means any authenticating agent appointed by the Trustee pursuant to
Section 611.

    


    “Authorized
Newspaper” means a newspaper, printed in the English language or in an official
language of the country of publication, customarily published on each Business
Day, whether or not published on Saturdays, Sundays or holidays, and of general
circulation in each place in connection with which the term is used or in the
financial community of each such place. Whenever successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different Authorized Newspapers in the same city meeting
the foregoing requirements and in each case on any Business Day.

    


    “Bankruptcy
Law” has the meaning specified in Section 501.

    


    “Bearer
Security” means a Security issued hereunder which is payable to
bearer.

    


    “Board of
Directors” means the Board of Directors of the Company, the executive committee
or any other committee or director of that board duly authorized to act for it
in respect hereof.

     

     

    
 

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

    


    “Business
Day,” when used with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Securities, means, unless
otherwise specified with respect to any Securities pursuant to Section 301, any
day, other than a Saturday or Sunday, that is neither a legal holiday nor a day
on which banking institutions in that Place of Payment or particular location
are authorized or required by law, regulation or executive order to
close.

    


    “Capital
Stock” of any Person means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in
(however designated) the equity of such Person, including any Preferred Stock,
but excluding any debt securities convertible into such equity.

    


    “Clearstream”
means Clearstream Banking, societé anonyme or its successor.

    


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

    


    “Common
Depository” has the meaning specified in Section 304(b).

    


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

    


    “Company
Request” and “Company Order” mean, respectively, a written request or order
signed in the name of the Company by the President or a Vice President of the
Company, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee.

    


    “Conversion
Event” means the cessation of use of (i) a Foreign Currency (other than as
otherwise provided with respect to a Security pursuant to Section 301) as
provided by the government of the country which issued such currency and for the
settlement of transactions by a central bank or other public institutions of or
within the international banking community or (ii) any currency unit (or
composite currency) for the purposes for which it was established.

    


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

     

     

    
      
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“Corporation”
includes corporations, associations, companies and business trusts.

    


    “Coupon”
means any interest coupon appertaining to a Bearer Security.

    


    “Custodian”
has the meaning set forth in Section 501.

    


    “Debt”
means the principal, premium, if any, unpaid interest (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company whether or not a claim for post-filing
interest is allowed in such proceeding), fees, charges, expenses, reimbursement
and indemnification obligations, and all other amounts payable under or in
respect of the following indebtedness of the Company, whether any such
indebtedness exists as of the date of the Indenture or is created, incurred,
assumed or guaranteed after such date:

    


    (i)           any
debt (a) for money borrowed, or (b) evidenced by a bond, note, debenture, or
similar instrument (including purchase money obligations) whether or not given
in connection with the acquisition of any business, property or assets, whether
by purchase, merger, consolidation or otherwise, but shall not include any
account payable or other obligation created or assumed in the ordinary course of
business in connection with the obtaining of materials or services, or (c) which
is a direct or indirect obligation which arises as a result of banker's
acceptances or bank letters of credit issued to secure the obligations of the
Company, or to secure the payment of revenue bonds issued for the benefit of the
Company, whether contingent or otherwise;

    


    (ii)           any
debt of others described in the preceding clause (i) which the Company has
guaranteed or for which it is otherwise liable;

    


    (iii)           indebtedness
secured by any mortgage, pledge, lien, charge, encumbrance or any security
interest existing on property owned by the Company;

    


    (iv)           the
obligation of the Company, as lessee under any lease of property that is or is
required to be reflected on the Company's balance sheet as a capitalized lease
in accordance with GAAP; and

    


    (v)           any
deferral, amendment, renewal, extension, supplement, modification or refunding
of any liability of the kind described in any of the preceding clauses (i),
(ii), (iii) and (iv);

    


    provided,
however, that, in computing indebtedness of the Company, there shall be excluded
any particular indebtedness if, (i) upon or prior to the maturity thereof, there
shall have been deposited with an unaffiliated depository in trust money (or
evidence of indebtedness if permitted by the instrument creating such
indebtedness) in the necessary amount to pay, redeem or satisfy such
indebtedness as it becomes due (or if applicable, as it may be redeemed prior to
its stated maturity in accordance with the terms, if any, regarding early
redemption set forth in the instrument governing such indebtedness), and the
amount so deposited shall not be included in any computation of the assets of
the Company and (ii) prior to such deposit the Company shall deliver an
Officers' Certificate to the Trustee which shall certify that such amount has
been so deposited with such depository.

     

     

    
      
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    “Defaulted
Interest” has the meaning specified in Section 307.

    


    “Depository”
when used with respect to the Securities of or within any series issuable or
issued in whole or in part in global form, means the Person designated as
depository by the Company pursuant to Section 301 until a successor Depository
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter shall mean or include each Person which is then a Depository
hereunder, and if at any time there is more than one such Person, shall be a
collective reference to such Persons.

    


    “Dollar”
or “$” means a dollar or other equivalent unit in such coin or currency of the
United States of America as at the time shall be legal tender for payment of
public and private debts.

    


    “DTC”
means The Depository Trust Company.

    


    “Euroclear”
means Euroclear Bank S.A. or its successor as operator of the Euroclear
System.

    


    “Event of
Default” has the meaning specified in Section 501.

    


    “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder by the Commission.

    


    “Exchange
Rate Agent” unless otherwise specified with respect to Securities of or within
any series pursuant to Section 301, means a bank designated as such in
accordance with Section 301 (which may include any such bank acting as
Trustee).

    


    “Exchange
Rate Officer's Certificate” means a certificate in the form attached as Exhibit
B setting forth (i) the applicable market exchange rate or the applicable bid
quotation and (ii) the Dollar or Foreign Currency amounts of principal (and
premium, if any) and interest, if any (on an aggregate basis and on the basis of
a Security having the lowest denomination principal amount in the relevant
currency or currency unit), payable with respect to a Security of any series on
the basis of such market exchange rate or the applicable bid quotation, signed
by the Chief Financial Officer, Treasurer, or any Vice President of the
Company.

    


    “Expiration
Date” means any date designated as such pursuant to Section 104(h)
hereof.

    


    “Extension
Period” has the meaning specified in Section 311.

    


    “Foreign
Currency” means any currency, currency unit or composite currency issued by the
government of one or more countries other than the United States of America or
by any recognized confederation or association of such governments.

     

     

    
 

    
      
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    “GAAP”
means generally accepted accounting principles as used in the United States
applied on a consistent basis as in effect from time to time; provided that
solely for purposes of any calculation required by the financial covenants
contained herein, “GAAP” shall mean generally accepted accounting principles as
used in the United States on the date hereof, applied on a consistent
basis.

    


    “Government
Obligations” means securities which are (i) direct obligations of the United
States of America or, if specified as contemplated by Section 301, the
government which issued the Foreign Currency in which the Securities of a
particular series are payable, for the payment of which its full faith and
credit is pledged or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States of America or,
if specified as contemplated by Section 301, such government which issued the
Foreign Currency in which the Securities of such series are payable, the payment
of which is unconditionally guaranteed as a full faith and credit obligation by
the United States of America or such other government, which, in either case,
are not callable or redeemable at the option of the issuer thereof, and shall
also include a depository receipt issued by a bank or trust company as custodian
with respect to any such Government Obligation or a specific payment of interest
on or principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest on or principal of the Government Obligation evidenced by such
depository receipt.

    


    “Holder”
means, in the case of a Registered Security, the Person in whose name a Security
is registered in the Security Register and, in the case of a Bearer Security,
the bearer thereof and, when used with respect to any coupon, shall mean the
bearer thereof.

    


    “Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, and shall include the terms
of particular series of Securities established as contemplated by Section 301;
provided, however, that, if at any time more than one Person is acting as
Trustee under this instrument, “Indenture” shall mean, with respect to any one
or more series of Securities for which such Person is Trustee, this instrument
as originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of the or those
particular series of Securities for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.

    


    “Indexed
Security” means a Security the terms of which provide that the principal amount
thereof payable at Stated Maturity may be more or less than the principal face
amount thereof at original issuance.

     

     

    
 

    
      
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    “Interest”
when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, shall mean interest payable after Maturity,
and, when used with respect to a Security which provides for the payment of
Additional Amounts pursuant to Section 1011, includes such Additional
Amounts.

    


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

    


    “Make-Whole
Amount” means the amount, if any, in addition to principal which is required by
a Security, under the terms and conditions specified therein or as otherwise
specified as contemplated by Section 301, to be paid by the Company to the
Holder thereof in connection with any optional redemption or accelerated payment
of such Security.

    


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

    


    “Officers'
Certificate” means a certificate signed by the President or a Vice President and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee.

    


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

    


    “Original
Issue Discount Security” means any Security which 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 502.

    


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

    


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

    


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

    


    (iii)           Securities,
except solely to the extent provided in Sections 1402 or 1403, as applicable,
with respect to which the Company has effected defeasance and/or covenant
defeasance as provided in Article Fourteen;

     

     

    
 

    
      
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    (iv)           Securities
which have been paid pursuant to Section 306 or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company; and

    


    (v)           Securities
converted or exchanged into other securities or property of the Company pursuant
to or in accordance with this Indenture if the terms of such Securities provide
for convertibility or exchange pursuant to Section 301; provided, however, that
in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or are present at a meeting of Holders for
quorum purposes, and for the purpose of making the calculations required by
Trust Indenture Act Section 313, (a) the principal amount of an Original Issue
Discount Security that may be counted in making such determination or
calculation and that shall be deemed to be Outstanding for such purpose shall be
equal to the amount of principal thereof that would be (or shall have been
declared to be) due and payable, at the time of such determination, upon a
declaration of acceleration of the maturity thereof pursuant to Section 502, (b)
the principal amount of any Security denominated in a Foreign Currency that may
be counted in making such determination or calculation and that shall be deemed
Outstanding for such purpose shall be equal to the Dollar equivalent, determined
pursuant to Section 301 as of the date such Security is originally issued by the
Company as set forth in an Exchange Rate Officer's Certificate delivered to the
Trustee, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent as of such date of original issuance of the
amount determined as provided in clause (a) above) of such Security, (c) the
principal amount of any Indexed Security that may be counted in making such
determination or calculation and that shall be deemed outstanding for such
purpose shall be equal to the principal face amount of such Indexed Security at
original issuance, unless otherwise provided with respect to such Indexed
Security pursuant to Section 301, and (d) Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in making such
calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.

    


    “Paying
Agent” means any Person authorized by the Company to pay the principal of (and
premium or Make-Whole Amount, if any), interest or any other payments on any
Securities, or coupons on behalf of the Company, or if no such Person is
authorized, the Company.

     

     

    
 

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

    


    “Place of
Payment” means, when used with respect to the Securities of or within any
series, the place or places where the principal of (and premium or Make-Whole
Amount, if any) interest, and any other payment on such Securities are payable
as specified as contemplated by Sections 301 and 1002.

    


    “Predecessor
Security” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular Security;
and, for the purposes of this definition, any Security authenticated and
delivered under Section 306 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Security or a Security to which a mutilated,
destroyed, lost or stolen coupon appertains shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security or the Security to
which the mutilated, destroyed, lost or stolen coupon appertains.

    


    “Preferred
Stock” means, as applied to the Capital Stock of any corporation, Capital Stock
of any class or classes (however designated) which is preferred as to the
payment of dividends, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such corporation, over shares of
Capital Stock of any other class of such corporation.

    


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

    


    “Redemption
Price” means, when used with respect to any Security to be redeemed in whole or
in part, the price at which it is to be redeemed pursuant to this
Indenture.

    


    “Registered
Security” means any Security which is registered in the Security
Register.

    


    “Regular
Record Date” for the installment of interest payable on any Interest Payment
Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 301, whether or not a
Business Day.

    


    “Repayment
Date” means, when used with respect to any Security to be repaid or repurchased
at the option of the Holder, the date fixed for such repayment or repurchase by
or pursuant to this Indenture.

    


    “Repayment
Price” means, when used with respect to any Security to be repaid or purchased
at the option of the Holder, the price at which it is to be repaid or
repurchased pursuant to this Indenture.

    


    “Representative”
means the indenture trustee or other trustee, agent or representative for an
issue of Senior Debt.

     

     

    
      
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    “Responsible
Officer” means, with respect to the Trustee, any officer within the Corporate
Trust Office including any vice president, assistant vice president, managing
director, assistant treasurer, secretary, assistant secretary or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and having direct
responsibility for the administration of this Indenture, and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.

    


    “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder by the Commission.

    


    “Security”
has the meaning stated in the first recital of this Indenture and, more
particularly, means any Security or Securities authenticated and delivered under
this Indenture; provided, however, that if at any time there is more than one
Person acting as Trustee under this Indenture, “Securities” with respect to the
Indenture as to which such Person is Trustee shall have the meaning stated in
the first recital of this Indenture and shall more particularly mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of or within any series as to which such Person is not
Trustee.

    


    “Security
Register” and “Security Registrar” have the respective meanings specified in
Section 305.

    


    “Senior
Debt” means the principal, premium, if any, unpaid interest (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company whether or not a claim for post-filing
interest is allowed in such proceeding), fees, charges, expenses, reimbursement
and indemnification obligations, and all other amounts payable under or in
respect of (i) Debt and (ii) all obligations to make payment pursuant to the
terms of financial instruments, such as (x) securities contracts and foreign
currency exchange contracts, (y) derivative instruments, such as swap agreements
(including interest rate and foreign exchange rate swap agreements), cap
agreements, floor agreements, collar agreements, interest rate agreements,
foreign exchange rate agreements, options, commodity futures contracts,
commodity option contracts, and (z) in the case of both (x) and (y) above,
similar financial instruments, in each case, whether any such indebtedness
exists as of the date of the Indenture or is created, incurred, assumed or
guaranteed after such date and any such obligation of another Person the payment
of which, in either case, the Company has guaranteed or for which the Company is
responsible or liable, directly or indirectly, as obligor or otherwise;
provided, however, that, in any event, Senior Debt shall not include (1) any
such indebtedness, obligation or liability referred to in clauses (i) through
(v) of the definition of Debt as to which, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that such indebtedness, obligation or liability is not superior in right of
payment to the Securities, or ranks pari passu with the Securities, (2) the
Securities, (3) any Debt of the Company which when incurred and without respect
to any election under Section 1111(b) of the United States Bankruptcy Code of
1978, as amended, was without recourse to the Company, (4) any Debt of the
Company for wages payable to the Company's executive officers and directors; (5)
any Debt to any employee of the Company, and (6) all other indebtedness of the
Company sold to any Subsidiary of the Company, including any limited liability
companies, partnerships or trusts established or to be established by the
Company, in each case where such Subsidiary is a financing entity of the Company
in connection with the issuance by such financing entity of securities that are
similar to the Preferred Securities.

     

     

    
      
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    “Significant
Subsidiary” means any Subsidiary which is a “significant subsidiary” (within the
meaning of Regulation S-X, promulgated under the Securities Act) of the
Company.

    


    “Special
Record Date” for the payment of any Defaulted Interest on the Registered
Securities of or within any series means a date fixed by the Trustee pursuant to
Section 307.

    


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

    


    “Subsidiary”
means, with respect to any Person, (a) any corporation or other entity of which
a majority of (i) the voting power of the voting equity securities or (ii) the
outstanding equity interests of which are owned, directly or indirectly, by such
Person, or (b) any other Person which is otherwise controlled by such Person or
by one or more other Subsidiaries of such Person or by such Person and one or
more other Subsidiaries of such Person. For the purposes of this definition,
“voting equity securities” means equity securities having voting power for the
election of directors, or other similar entity whether at all times or only so
long as no senior class of security has such voting power by reason of any
contingency.

    


    “Trust
Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended and as
in force at the date as of which this Indenture was executed, except as provided
in Section 905.

    


    “Trust
Securities” means, collectively, the Common Securities and the Preferred
Securities.

    


    “Trustee”
means the Person named as the “Trustee” in the first paragraph of this Indenture
until a successor Trustee shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Trustee” shall mean or include
each Person who is then a Trustee hereunder; provided, however, that if at any
time there is more than one such Person, “Trustee” as used with respect to the
Securities of or within any series shall mean only the Trustee with respect to
the Securities of that series.

    


    “United
States” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, the United States of America (including the states and
the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.

    


    “United
States person” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, an individual who is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States or any state or the District of
Columbia or an estate or trust the income of which is subject to United States
federal income taxation regardless of its source.

     

    
 

    
      
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    “Voting
Stock” of a Person means all classes of Capital Stock or other interests
(including partnership interests) of such Person then outstanding and normally
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof.

    


    “Wholly-owned
Subsidiary” means a Subsidiary all the Capital Stock of which (other than
directors’ qualifying shares and shares held by other Persons to the extent such
shares are required by applicable law to be held by a Person other than the
Company or a Subsidiary) is owned by the Company or one of more Wholly-owned
Subsidiaries.

    


    “Yield to
Maturity” means the yield to maturity, computed at the time of issuance of a
Security (or, if applicable, at the most recent predetermination of interest on
such Security) and as set forth in such Security in accordance with generally
accepted United States bond yield computation principles.

    


    SECTION 102. Compliance
Certificates and Opinions.

    


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

    


    Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (excluding certificates delivered pursuant to
Section 1010) shall include:

    


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

    


    (2)           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;

    


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

    


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

     

    
 

    
      
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    SECTION 103. Form
of Documents Delivered to Trustee.

    


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

    


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

    


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

    


    SECTION 104. Acts
of Holders.

    


    (a)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders of the
Outstanding Securities of all series or one or more series, as the case may be,
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agents duly appointed in
writing. If Securities of a series are issuable as Bearer Securities, any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders of Securities
of such series may, alternatively, be embodied in and evidenced by the record of
Holders of Securities of such series voting in favor thereof, whether in person
or by proxies duly appointed in writing, at any meeting of Holders of Securities
of such series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and (subject to Section 612) conclusive in favor of the
Trustee and the Company and any agent of the Trustee or the Company, if made in
the manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 1506.

     

     

    
 

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

    


    (c)           The
ownership of Registered Securities shall be proved by the Security Register or
by a certificate of the Security Registrar.

    


    (d)           The
ownership of Bearer Securities may be proved by the production of such Bearer
Securities or by a certificate executed, as depository, by any trust company,
bank, banker or other depository, wherever situated, if such certificate shall
be deemed by the Trustee to be satisfactory, showing that at the date therein
mentioned such person had on deposit with such depository, or exhibited to it,
the Bearer Securities therein described; or such facts may be proved by the
certificate or affidavit of the Person holding such Bearer Securities, if such
certificate or affidavit is deemed by the Trustee to be satisfactory. The
Trustee and the Company may assume that such ownership of any Bearer Security
continues until (1) another certificate or affidavit bearing a later date issued
in respect of the same Bearer Security is produced, or (2) such Bearer Security
is produced to the Trustee by some other Person, or (3) such Bearer Security is
surrendered in exchange for a Registered Security, or (4) such Bearer Security
is no longer Outstanding. The ownership of Bearer Securities may also be proved
in any other manner which the Trustee deems sufficient.

    


    (e)           If
the Company shall solicit from the Holders of Registered Securities any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, in or pursuant to a Board Resolution, fix in advance
a record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. Notwithstanding TIA Section 316(c),
such record date shall be the record date specified in or pursuant to such Board
Resolution, which shall be a date not earlier than the date 30 days prior to the
first solicitation of Holders generally in connection therewith and not later
than the date such solicitation is completed. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or other
Act may be given before or after such record date, but only the Holders of
record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than eleven
months after the record date.

     

     

    
 

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

    


    (g)           The
Trustee may, in its sole discretion, set any day as a record date for the
purpose of determining the Holders of Outstanding Securities of any series
entitled to join in the giving or making of (i) any Notice of Default, (ii) any
declaration of acceleration referred to in Section 502, (iii) any request to
institute proceedings referred to in Section 507(2) or (iv) any direction
referred to in Section 512, in each case with respect to Securities of such
series. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of such series on such record date, and no other Holders,
shall be entitled to join in such notice, declaration, request or direction,
whether or not such Holders remain Holders after such record date, provided that
no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date. Nothing in this
paragraph shall be construed to prevent the Trustee from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section
106.

    


    (h)           With
respect to any record date set pursuant to this Section, the party hereto which
sets such record dates may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later day;
provided that no such change shall be effective unless notice of the proposed
new Expiration Date is given to the other party hereto in writing, and to each
Holder of Securities of the relevant series in the manner set forth in Section
106, on or prior to the existing Expiration Date. If an Expiration Date is not
designated with respect to any record date set pursuant to this Section, the
party hereto which set such record date shall be deemed to have initially
designated the 180/th/ day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180/th/ day after the applicable record date.

    


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

     

     

    
 

    
      
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    SECTION 105. Notices,
etc., the Trustee and Company.

    


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

    


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

    


    (2)           the
Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first class postage prepaid, to the Company addressed to it at the address of
its principal office specified in the first paragraph of this Indenture or at
any other address previously furnished in writing to the Trustee by the
Company.

    


    SECTION 106. Notice
to Holders; Waiver.

    


    Where
this Indenture provides for notice of any event to Holders of Registered
Securities by the Company or the Trustee, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each such Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders of Registered Securities 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 of Registered  Securities or the
sufficiency of any notice to Holders of Bearer Securities given as provided
herein. Any notice mailed to a Holder in the manner herein prescribed shall be
conclusively deemed to have been received by such Holder, whether or not such
Holder actually receives such notice.

    


    If by
reason of the suspension of or irregularities in regular mail service or by
reason of any other cause it shall be impracticable or unreliable to give such
notice by mail, then such notification to Holders of Registered Securities as
shall be made with the approval of the Trustee shall constitute a sufficient
notification to such Holders for every purpose hereunder.

    


    Except as
otherwise expressly provided herein or otherwise specified with respect to any
Securities pursuant to Section 301, where this Indenture provides for notice to
Holders of Bearer Securities of any event, such notice shall be sufficiently
given if published in an Authorized Newspaper in The City of New York and in
such other city or cities as may be specified in such Securities, and if the
Securities of such series are listed on any stock exchange outside the United
States, in any place at which such Securities are listed on a securities
exchange to the extent that such securities exchange so requires, on a Business
Day, such publication to be not later than the latest date, and not earlier than
the earliest date, prescribed for the giving of such notice. Any such notice
shall be deemed to have been given on the date of such publication or, if
published more than once, on the date of the first such
publication.

     

     

    
 

    
      
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    If by
reason of the suspension of publication of any Authorized Newspaper or
Authorized Newspapers or by reason of any other cause it shall be impracticable
to publish any notice to Holders of Bearer Securities as provided above, then
such notification to Holders of Bearer Securities as shall be given with the
approval of the Trustee shall constitute sufficient notice to such Holders for
every purpose hereunder. Neither the failure to give notice by publication to
any particular Holder of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of such notice with
respect to other Holders of Bearer Securities or the sufficiency of any notice
to Holders of Registered Securities given as provided herein.

    


    Any
request, demand, authorization, direction, notice, consent or waiver required or
permitted under this Indenture shall be in the English language, except that any
published notice may be in an official language of the country of
publication.

    


    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.

    


    All
notices, requests and other communications to the Trustee shall be in writing
(including telecopy or similar writing or other electronic communication
acceptable to the Trustee) and shall be given to the Trustee, addressed to it at
the Corporate Trust Office of the Trustee.

    


    SECTION 107. Effect
of Headings and Table of Contents.

    


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

    


    SECTION 108. Successors
and Assigns.

    


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

    


    SECTION 109. Separability
Clause.

    


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

    


    SECTION 110. Benefits
of Indenture.

    


    Nothing
in this Indenture or in the Securities or coupons appertaining thereto, express
or implied, shall give to any Person, other than the parties hereto, any
Security Registrar, any Paying Agent, any Authenticating Agent and their
successors hereunder, the holders of Senior Debt and the Holders and, to the
extent expressly provided in any Trust Agreement, the Holders of Preferred
Securities, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

     

     

    
 

    
      
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    SECTION 111. No
Personal Liability.

    


    No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture, in any Security or coupon appertaining thereto, or because of any
indebtedness evidenced thereby, shall be had against any promoter, as such, or
against any past, present or future shareholder, officer or director, as such,
of the Company or of any successor, either directly or through the Company 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 by the Holders thereof and as part of the
consideration for the issue of the Securities.

    


    SECTION 112. Governing
Law.

    


    This
Indenture and the Securities and coupons shall be governed by and construed in
accordance with the laws of the State of New York.  This Indenture is
subject to the provisions of the TIA that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions
and any provisions of this Indenture that are not permitted by the provisions of
the TIA shall be deemed to be deleted or modified to the extent such provisions
are required to be deleted or modified for the Indenture to be qualified under
the TIA.

    


    SECTION 113. Legal
Holidays.

    


    In any
case where any Interest Payment Date, Redemption Date, Repayment Date, sinking
fund payment date, Stated Maturity or Maturity of any Security or the last date
on which a Holder has the right to convert or exchange a Security at a
particular conversion or exchange price shall not be a Business Day at any Place
of Payment, then (notwithstanding any other provision of this Indenture or any
Security or coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu hereof), payment of
interest or any Additional Amounts or principal (and premium or Make-Whole
Amount, if any) need not be made at such Place of Payment on such date,
conversion or exchange need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date,
Redemption Date, Repayment Date or sinking fund payment date, or at the Stated
Maturity or Maturity or on such last day for conversion or exchange, provided
that so long as such payment is made on the next succeeding Business Day, no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity or on such last day for conversion or
exchange, as the case may be, to such next succeeding Business Day,
notwithstanding the foregoing, if such succeeding Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day (in each case with the same force and effect as if made
on the Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity or on such last day for conversion or
exchange, as the case may be).

     

     

    
 

    
      
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    ARTICLE II. SECURITIES
FORMS

     

    


    SECTION 201. Forms
of Securities.

    


    The
Registered Securities, if any, of each series and the Bearer Securities, if any,
and related coupons of each series, shall be in substantially the forms as shall
be established in or pursuant to one or more indentures supplemental hereto or
Board Resolutions, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements placed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which the Securities may be
listed or any Depository therefor, or to conform to usage.  If
temporary Securities of any series are issued as permitted by Section 304, the
form thereof also shall be established as provided in the preceding
sentence.  If the forms of Securities and coupons, if any, of any
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 Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.

    


    Unless
otherwise specified as contemplated by Section 301, Bearer Securities shall have
interest coupons attached.

    


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

    


    Securities
distributed to holders of book-entry Preferred Securities shall be distributed
in the form of one or more global securities registered in the name of a
depositary or its nominee, and deposited with the Security Registrar, as
custodian for such depositary, or held by such depositary, for credit by the
depositary to the respective accounts of the beneficial owners of the Securities
represented thereby (or such other accounts as they may direct). Securities
distributed to holders of Preferred Securities other than book-entry Preferred
Securities shall not be issued in the form of a global security or any other
form intended to facilitate book-entry trading in beneficial interests in such
Securities.

     

     

    
 

    
      
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    SECTION 202. Form
of Trustee's Certificate of Authentication.

    


    Subject
to Section 611, the Trustee's certificate of authentication shall be in
substantially the following form:

    


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

    


    [●], AS TRUSTEE

    


    By:                                                                           

    Authorized Officer

    


    SECTION 203. Securities
Issuable in Global Form.

    


    If
Securities of or within a series are issuable in global form, as specified as
contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and
the provisions of Section 302, any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
of such series from time to time endorsed thereon and that the aggregate amount
of Outstanding Securities of such series represented thereby may from time to
time be increased or decreased to reflect exchanges. Any endorsement of a
Security in global form to reflect the amount, or any increase or decrease in
the amount, of Outstanding Securities represented thereby shall be made by the
Trustee in such manner and upon written instruction given by such Person or
Persons as shall be specified therein or in the Company Order to be delivered to
the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section
303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon written instructions
given by the Person or Persons specified therein or in the applicable Company
Order. If a Company Order pursuant to Section 303 or 304 has been, or
simultaneously is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel.

    


    The
provisions of the last sentence of Section 303 shall apply to any Security
represented by a Security in global form if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Security in
global form together with written instructions (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) with regard to
the reduction in the principal amount of Securities represented thereby,
together with the written statement contemplated by the last sentence of Section
303.

    


    Notwithstanding
the provisions of Section 307, unless otherwise specified as contemplated by
Section 301, payment of principal of and any premium or Make-Whole Amount and
interest on any Security in permanent global form shall be made to the Person or
Persons specified therein.

     
 

    Notwithstanding
the provisions of Section 308 and except as provided in the preceding paragraph,
the Company, the Trustee and any agent of the Company and the Trustee shall
treat as the Holder of such principal amount of Outstanding Securities
represented by a permanent global Security (i) in the case of a permanent global
Security in registered form, the Holder of such permanent global Security in
registered form, or (ii) in the case of a permanent global Security in bearer
form, Euroclear or Clearstream.

     

    
 

    
      
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    ARTICLE III. THE
SECURITIES

     

    


    SECTION 301. Amount
Unlimited; Issuable in Series.

    


    The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

    


    The
Securities may be issued in one or more series. There shall be established in or
pursuant to one or more Board Resolutions, or indentures supplemental hereto,
prior to the issuance of Securities of any series, any or all of the following,
as applicable (each of which (except for the matters set forth in clauses (1),
(2) and (15) below), if so provided, may be determined from time to time by the
Company with respect to unissued Securities of or within the series when issued
from time to time):

    


    (1)           the
title of the Securities of or within the series (which shall distinguish the
Securities of such series from all other series of Securities);

    


    (2)           any
limit upon the aggregate principal amount of the Securities of or within the
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 or within the series pursuant
to Section 304, 305, 306, 906, 1107, or 1305);

    


    (3)           the
date or dates, or the method by which such date or dates will be determined, on
which the principal of the Securities of or within the series shall be payable
and the amount of principal payable thereon;

    


    (4)           the
rate or rates (which may be fixed or variable) at which the Securities of or
within the series shall bear interest, if any, and Additional Interest, if any,
or the method by which such rate or rates shall be determined, the date or dates
from which such interest shall accrue or the method by which such date or dates
shall be determined, the Interest Payment Dates on which such interest will be
payable and the Regular Record Date, if any, for the interest payable on any
Registered Security on any Interest Payment Date, or the method by which such
date shall be determined, and the basis upon which interest shall be calculated
if other than that of a 360-day year consisting of twelve 30-day
months;

    


    (5)           the
place or places, if any, other than or in addition to the City of Savannah,
Georgia or the Borough of Manhattan, The City of New York, where the principal
of (and premium or Make-Whole Amount, if any), interest, if any, on, and
Additional Amounts, if any, payable in respect of, Securities of or within the
series shall be payable, any Registered Securities of or within the series may
be surrendered for registration of transfer, exchange or conversion and notices
or demands to or upon the Company in respect of the Securities of or within the
series and this Indenture may be served;

     

    
 

    
      
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    (6)           the
period or periods within which, the price or prices (including the premium or
Make-Whole Amount, if any) at which, the currency or currencies, currency unit
or units or composite currency or currencies in which and other terms and
conditions upon which Securities of or within the series may be redeemed in
whole or in part, at the option of the Company, if the Company is to have the
option;

    


    (7)           the
obligation, if any, of the Company to redeem, repay or purchase Securities of or
within the series pursuant to any sinking fund or analogous provision or at the
option of a Holder thereof, and the period or periods within which or the date
or dates on which, the price or prices at which, the currency or currencies,
currency unit or units or composite currency or currencies in which, and other
terms and conditions upon which Securities of or within the series shall be
redeemed, repaid or purchased, in whole or in part, pursuant to such
obligation;

    


    (8)           if
other than denominations of $1,000 and any integral multiple thereof, the
denominations in which any Registered Securities of or within the series shall
be issuable and, if other than the denomination of $5,000 and any integral
multiple thereof, the denomination or denominations in which any Bearer
Securities of or within the series shall be issuable;

    


    (9)           if
other than the Trustee, the identity of each Security Registrar and/or Paying
Agent;

    


    (10)           if
other than the principal amount thereof, the portion of the principal amount of
Securities of or within the series that shall be payable upon declaration of
acceleration of the maturity thereof pursuant to Section 502 or, if applicable,
the portion of the principal amount of Securities of or within the series that
is convertible in accordance with the provisions of this Indenture, or the
method by which such portion shall be determined;

    


    (11)           if
other than Dollars, the Foreign Currency or Currencies in which payment of the
principal of (and premium or Make-Whole Amount, if any) or interest or
Additional Amounts, if any, on the Securities of or within the series shall be
payable or in which the Securities of or within the series shall be
denominated;

    


    (12)           whether
the amount of payments of principal of (and premium or Make-Whole Amount, if
any) or interest, if any, on the Securities of or within the series may be
determined with reference to an index, formula or other method (which index,
formula or method may be based, without limitation, on one or more currencies,
currency units, composite currencies, commodities, equity indices or other
indices), and the manner in which such amounts shall be determined;

    


    (13)           whether
the principal of (and premium or Make Whole Amount, if any) or interest or
Additional Amounts, if any, on the Securities of or within the series are to be
payable, at the election of the Company or a Holder thereof, in a currency or
currencies, currency unit or units or composite currency or currencies other
than that in which such Securities are denominated or stated to be payable, the
period or periods within which, and the terms and conditions upon which, such
election may be made, and the time and manner of, and identity of the Exchange
Rate Agent with responsibility for, determining the exchange rate between the
currency or currencies, currency unit or units or composite currency or
currencies in which such Securities are denominated or stated to be payable and
the currency or currencies, currency unit or units or composite currency or
currencies in which such Securities are to be so payable;

     

     

    
 

    
      
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    (14)           provisions,
if any, granting special rights to the Holders of Securities of or within the
series upon the occurrence of such events as may be specified;

    


    (15)           (a)
any deletions from, modifications of or additions to the Events of Default with
respect to Securities of or within the series, whether or not such Events of
Default are consistent with the Events of Default set forth herein and (b) any
deletions from, modifications of or additions to the covenants of the Company
set forth herein with respect to the Securities of or within the series, whether
or not such covenants are consistent with the covenants set forth
herein;

    


    (16)           whether
Securities of or within the series are to be issuable as Registered Securities,
Bearer Securities (with or without coupons) or both, any restrictions applicable
to the offer, sale or delivery of Bearer Securities and the terms upon which
Bearer Securities of or within the series may be exchanged for Registered
Securities of or within the series and vice versa (if permitted by applicable
laws and regulations), whether any Securities of or within the series are to be
issuable initially in temporary global form and whether any Securities of or
within the series are to be issuable in permanent global form (with or without
coupons) and, if so, whether beneficial owners of interests in any such
permanent global Security may exchange such interests for Securities of such
series and of like tenor of any authorized form and denomination and the
circumstances under which any such exchanges may occur, if other than in the
manner provided in Section 305, and, if Registered Securities of or within the
series are to be issuable as a global Security, the identity of the depository
for such series;

    


    (17)           the
date as of which any Bearer Securities of or within the series and any temporary
global Security representing Outstanding Securities of or within the series
shall be dated if other than the date of original issuance of the first Security
of the series to be issued;

    


    (18)           the
Person to whom any interest on any Registered Security of the series shall be
payable, if other than the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, the manner in which, or the Person to whom, any
interest on any Bearer Security of the series shall be payable, if otherwise
than upon presentation and surrender of the coupons appertaining thereto as they
severally mature, and the extent to which, or the manner in which, any interest
payable on a temporary global Security on an Interest Payment Date will be paid
if other than in the manner provided in Section 304;

    


    (19)           the
applicability, if any, of Sections 1402 and/or 1403 to the Securities of or
within the series and any provisions in modification of, in addition to or in
lieu of any of the provisions of Article Fourteen and, if the Securities of the
series are payable in a currency other than Dollars, whether, for purposes of
such defeasance or covenant defeasance the term “Government Obligations” shall
include obligations referred to in the definition of such term which are not
obligations of the United States or an agency or an instrumentality
thereof;

     

     

    
 

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

    


    (21)           if
the Securities of or within the series are to be issued upon the exercise of
debt warrants, the time, manner and place for such Securities to be
authenticated and delivered;

    


    (22)           whether
and under what circumstances the Company will pay Additional Amounts as
contemplated by Section 1011 on the Securities of or within the series to any
Holder who is not a United States person (including any modification to the
definition of such term) in respect of any tax, assessment or governmental
charge and, if so, whether the Company will have the option to redeem such
Securities rather than pay such Additional Amounts (and the terms of any such
option);

    


    (23)           the
obligation, if any, of the Company to permit the Securities of such series to be
converted into or exchanged for common stock of the Company or other securities
or property of the Company and the terms and conditions upon which such
conversion or exchange shall be effected (including, without limitation, the
initial conversion price or rate, the conversion or exchange period, any
adjustment of the applicable conversion or exchange price or rate and any
requirements relative to the reservation of such shares for purposes of
conversion or exchange);

    


    (24)           if
convertible or exchangeable, any applicable limitations on the ownership or
transferability of the securities or property into which such Securities are
convertible or exchangeable;

    


    (25)           if
the principal amount payable at the Stated Maturity of any Securities of the
series 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 thereunder or hereunder,
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);

    


    (26)           whether
the Securities of the series are entitled to a guarantee of any Subsidiary;
and

    


    (27)           any
other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture except as permitted by Section
901(5)).

     

    
 

    
      
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    All
Securities of any one series and the coupons appertaining to any Bearer
Securities of such series, if any, shall be substantially identical except, in
the case of Registered or Bearer Securities issued in global form, as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution or in any indenture supplemental hereto. All Securities of any
one series need not be issued at the same time and, unless otherwise provided, a
series may be reopened, without the consent of the Holders, for issuances of
additional Securities of such series.

    


    If any of
the terms of the Securities of any series are established by action taken
pursuant to one or more Board Resolutions, a copy of an appropriate record of
such action(s) shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of the
Company Order for authentication and delivery of such Securities.

    


    The
Securities shall be subordinated in right of payment to Senior Debt, as provided
in Article Seventeen.

    


    SECTION 302. Denominations.

    


    The
Securities of each series shall be issuable in such denominations as shall be
specified as contemplated by Section 301. With respect to Securities of any
series denominated in Dollars, in the absence of any such provisions with
respect to the Securities of any series, the Registered Securities of such
series, other than Registered Securities issued in global form (which may be of
any denomination), shall be issuable in denominations of $1,000 and any integral
multiple thereof and the Bearer Securities of such series other than Bearer
Securities issued in global form (which may be of any denomination), shall be
issuable in denominations of $5,000.

    


    SECTION 303. Execution,
Authentication, Delivery and Dating.

    


    The
Securities and any coupons appertaining thereto shall be executed on behalf of
the Company by its President or a Vice President, under its corporate seal
reproduced thereon, and attested by its Secretary or an Assistant Secretary. The
signature of any of these officers on the Securities and coupons may be manual
or facsimile signatures of the present or any future such authorized officer and
may be imprinted or otherwise reproduced on the Securities.

    


    Securities
or coupons appertaining thereto bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities or
coupons.

    


    At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series, together with any coupon
appertaining thereto, executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall
authenticate and deliver such Securities; provided, however, that, in connection
with its original issuance, no Bearer Security shall be mailed or otherwise
delivered to any location in the United States; and provided further that,
unless otherwise specified with respect to any series of Securities pursuant to
Section 301 a Bearer Security may be delivered in connection with its original
issuance only if the Person entitled to receive such Bearer Security shall have
furnished a certificate to Euroclear or Clearstream, as the case may be, in the
form set forth in Exhibit A-1 to this Indenture or such other certificate as may
be specified with respect to any series of Securities pursuant to Section 301,
dated no earlier than 15 days prior to the earlier of the date on which such
Bearer Security is delivered and the date on which any temporary Security first
becomes exchangeable for such Bearer Security in accordance with the terms of
such temporary Security and this Indenture. Except as permitted by Section 306,
the Trustee shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been detached and
canceled.

     

     

    
 

    
      
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    If all of
the Securities are not to be issued at one time and if the Board Resolution or
supplemental indenture establishing such series shall so permit, such Company
Order may set forth procedures acceptable to the Trustee for the issuance of
such Securities and determining the terms of particular Securities of such
series, such as interest rate or formula, maturity date, date of issuance and
date from which interest shall accrue. In authenticating 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 612 and TIA Section 315(a) through 315(d)) shall be fully protected in
conclusively relying upon:

    


    (i)           an
Opinion of Counsel complying with Section 102 and stating that:

    


    (a)           the
form or forms of such Securities and any coupons have been, or will have been
upon compliance with such procedures as may be specified therein, established in
conformity with the provisions of this Indenture;

    


    (b)           the
terms of such Securities and any coupons have been, or will have been upon
compliance with such procedures as may be specified therein, established in
conformity with the provisions of this Indenture; and

    


    (c)           such
Securities, together with any coupons appertaining thereto, when completed
pursuant to such procedures as may be specified therein, and executed and
delivered by the Company to the Trustee for authentication in accordance with
this Indenture, authenticated and delivered by the Trustee in accordance with
this Indenture and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute legal, valid
and binding obligations of the Company, enforceable in accordance with their
terms, subject to applicable bankruptcy, insolvency, reorganization and other
similar laws of general applicability relating to or affecting the enforcement
of creditors' rights generally and to general equitable principles and to such
other matters as may be specified therein; and

    


    (ii)           an
Officers' Certificate complying with Section 102 and stating that all conditions
precedent provided for in this Indenture relating to the issuance of such
Securities have been, or will have been upon compliance with such procedures as
may be specified therein, complied with and that, to the best of the knowledge
of the signers of such certificate, no Event of Default with respect to such
Securities shall have occurred and be continuing.

     

     

    
 

    
      
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    Notwithstanding
the provisions of Section 301 and of the preceding paragraph, if all the
Securities of any series are not to be issued at one time, it shall not be
necessary to deliver a Company Order, an Opinion of Counsel or an Officers'
Certificate otherwise required pursuant to the preceding paragraph at the time
of issuance of each Security of such series, but such order, opinion and
certificate, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series.

    


    The
Trustee shall not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will affect the Trustee's own rights,
duties, obligations or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the
Trustee.

    


    Each
Registered Security shall be dated the date of its authentication and each
Bearer Security shall be dated as of the date specified as contemplated by
Section 301.

    


    No
Security or coupon appertaining thereto shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on
such Security or the Security to which such coupon appertains a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee by manual signature of an authorized officer, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture. Notwithstanding the foregoing, if any Security
shall have been authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued or sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.

    


    SECTION 304. Temporary
Securities.

    


    (a)           Pending
the preparation of definitive Securities of any series, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued, in registered
form, or, if authorized, in bearer form with one or more coupons or without
coupons, and with such appropriate insertions, omissions, substitutions and
other variations as the officers of the Company executing such Securities may
determine, as conclusively evidenced by their execution of such Securities. In
the case of Securities of any series, such temporary Securities may be in global
form.

    


    Except in
the case of temporary Securities in global form (which shall be exchanged in
accordance with Section 304(b) or as otherwise provided in or pursuant to a
Board Resolution), if temporary Securities of any series are issued, the Company
will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series (accompanied by any
non-matured coupons appertaining thereto), the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of the same series of authorized denominations;
provided, however, that no definitive Bearer Security shall be delivered in
exchange for a temporary

     

    
 

    
      
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    Registered
Security; and provided further that a definitive Bearer Security shall be
delivered in exchange for a temporary Bearer Security only in compliance with
the conditions set forth in Section 303. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series.

    


    (b)           Unless
otherwise provided as contemplated in Section 301, this Section 304(b) shall
govern the exchange of temporary Securities issued in global form other than
through the facilities of DTC. If any such temporary Security is issued in
global form, then such temporary global Security shall, unless otherwise
provided therein, be delivered to the London office of a depository or common
depository (the “Common Depository”), for the benefit of Euroclear and
Clearstream.

    


    Without
unnecessary delay but in any event not later than the date specified in, or
determined pursuant to the terms of, any such temporary global Security (the
“Exchange Date”), the Company shall deliver to the Trustee definitive
Securities, in an aggregate principal amount equal to the principal amount of
such temporary global Security, executed by the Company. On or after the
Exchange Date, such temporary global Security shall be surrendered by the Common
Depository to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate principal
amount of definitive Securities of or within the same series of authorized
denominations and of like tenor as the portion of such temporary global Security
to be exchanged. The definitive Securities to be delivered in exchange for any
such temporary global Security shall be in bearer form, registered form,
permanent global bearer form or permanent global registered form, or any
combination thereof, as specified as contemplated by Section 301, and, if any
combination thereof is so specified, as requested by the beneficial owner
thereof; provided, however, that, unless otherwise specified in such temporary
global Security, upon such presentation by the Common Depository, such temporary
global Security is accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by Euroclear as to the portion of such temporary
global Security, if any, held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by
Clearstream as to the portion of such temporary global Security, if any, held
for its account then to be exchanged, each in the form set forth in Exhibit A-2
to this Indenture or in such other form as may be established pursuant to
Section 301; and provided further that definitive Bearer Securities shall be
delivered in exchange for a portion of a temporary global Security only in
compliance with the requirements of Section 303.

     

     

    
 

    
      
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    Unless
otherwise specified in such temporary global Security, the interest of a
beneficial owner of Securities of a series in a temporary global Security shall
be exchanged for definitive Securities of the same series and of like tenor
following the Exchange Date when the account holder instructs Euroclear or
Clearstream, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or Clearstream, as the case may be, a certificate in the
form set forth in Exhibit A-1 to this Indenture (or in such other form as may be
established pursuant to Section 301), dated no earlier than 15 days prior to the
Exchange Date, copies of which certificate shall be available from the offices
of Euroclear or Clearstream, the Trustee, any Authenticating Agent appointed for
such series of Securities and each Paying Agent. Unless otherwise specified in
such temporary global Security, any such exchange shall be made free of charge
to the beneficial owners of such temporary global Security, except that a Person
receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like unless such Person takes delivery of such definitive
Securities in person at the offices of Euroclear or Clearstream. Definitive
Securities in bearer form to be delivered in exchange for any portion of a
temporary global Security shall be delivered only outside the United
States.

    


    Until
exchanged in full as hereinabove provided, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 301, interest payable on a temporary global Security
on an Interest Payment Date for Securities of such series occurring prior to the
applicable Exchange Date shall be payable to Euroclear or Clearstream on such
Interest Payment Date upon delivery by Euroclear or Clearstream to the Trustee
of a certificate or certificates in the form set forth in Exhibit A-2 to this
Indenture (or in such other forms as may be established pursuant to Section
301), for credit without further interest on or after such Interest Payment Date
to the respective accounts of Persons who are the beneficial owners of such
temporary global Security on such Interest Payment Date and who have each
delivered to Euroclear or Clearstream, as the case may be, a certificate dated
no earlier than 15 days prior to the Interest Payment Date occurring prior to
such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in
such other forms as may be established pursuant to Section 301). Notwithstanding
anything to the contrary herein contained, the certifications made pursuant to
this paragraph shall satisfy the certification requirements of the preceding two
paragraphs of this Section 304(b) and of the third paragraph of Section 303 of
this Indenture and the interests of the Persons who are the beneficial owners of
the temporary global Security with respect to which such certification was made
will be exchanged for definitive Securities of the same series and of like tenor
on the Exchange Date or the date of certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners. Except as
otherwise provided in this paragraph, no payments of principal or interest owing
with respect to a beneficial interest in a temporary global Security will be
made unless and until such interest in such temporary global Security shall have
been exchanged for an interest in a definitive Security. Any interest so
received by Euroclear or Clearstream and not paid as herein provided shall be
returned to the Trustee prior to the expiration of two years after such Interest
Payment Date in order to be repaid to the Company.

     

     

    
 

    
      
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    SECTION 305. Registration,
Registration of Transfer and Exchange.

    


    The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency of the Company in a Place of Payment a register for each
series of Securities (the registers maintained in such office or in any such
office or agency of the Company in a Place of Payment being herein sometimes
referred to collectively as the “Security Register”) in which, subject to such
reasonable regulations as it or the Security Registrar may prescribe, the
Company shall provide for the registration of Registered Securities and of
transfers of Registered Securities. The Security Register shall be in written
form or any other form capable of being converted into written form within a
reasonable time. The Trustee, at its Corporate Trust Office, is hereby initially
appointed “Security Registrar” for the purpose of registering Registered
Securities and transfers of Registered Securities on such Security Register as
herein provided. In the event that the Trustee shall cease to be Security
Registrar, it shall have the right to examine the Security Register at all
reasonable times and to require that a copy of the Security Register in written
form be delivered to it from time to time as reasonably requested. Subject to
the provisions of this Section 305, upon surrender for registration of transfer
of any Registered Security of any series at any office or agency of the Company
in a Place of Payment for that series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount, bearing a
number not contemporaneously outstanding, and containing identical terms and
provisions.

    


    Subject
to the provisions of this Section 305, at the option of the Holder, Registered
Securities of any series (not in global form) may be exchanged for other
Registered Securities of the same series, of any authorized denomination or
denominations and of a like aggregate principal amount, containing identical
terms and provisions, upon surrender of the Registered Securities to be
exchanged at any such office or agency. Whenever any such Registered Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Registered Securities which the Holder
making the exchange is entitled to receive. Unless otherwise specified with
respect to any series of Securities as contemplated by Section 301, Bearer
Securities may not be issued in exchange for Registered Securities.

    


    If (but
only if) permitted as contemplated by Section 301, at the option of the Holder,
Bearer Securities of any series may be exchanged for Registered Securities of
the same series of any authorized denominations and of a like aggregate
principal amount and tenor, upon surrender of the Bearer Securities to be
exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or coupons or matured
coupon or coupons in default, any such permitted exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
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 Company and the
Trustee if there is 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; provided, however,
that, except as otherwise provided in Section 1002, interest represented by
coupons shall be payable only upon presentation and surrender of those coupons
at an office or agency located outside the United States. Notwithstanding the
foregoing, in case a Bearer Security of any series is surrendered at any such
office or agency in a permitted exchange for a Registered Security of the same
series and like tenor after the close of business at such office or agency on
(i) any Regular Record Date and before the opening of business at such office or
agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date or
proposed date for payment, as the case may be, and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this
Indenture. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the holder making the exchange is entitled to receive.

     

     

    
 

    
      
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    Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 301, any
permanent global Security shall be exchangeable only as provided in this
paragraph. If the depository for any permanent global Security is DTC, then,
unless the terms of such global Security expressly permit such global Security
to be exchanged in whole or in part for definitive Securities, a global Security
may be transferred, in whole but not in part, only to a nominee of DTC, or by a
nominee of DTC to DTC, or to a successor to DTC for such global Security
selected or approved by the Company or to a nominee of such successor to DTC. If
at any time DTC notifies the Company that it is unwilling or unable to continue
as depository for the applicable global Security or Securities or if at any time
DTC ceases to be a clearing agency registered under the Exchange Act if so
required by applicable law or regulation, the Company shall appoint a successor
depository with respect to such global Security or Securities. If (x) a
successor depository for such global Security or Securities is not appointed by
the Company within 90 days after the Company receives such notice or becomes
aware of such unwillingness, inability or ineligibility, (y) an Event of Default
has occurred and is continuing and the beneficial owners representing a majority
in principal amount of the applicable series of Securities represented by such
global Security or Securities advise DTC to cease acting as depository for such
global Security or Securities or (z) the Company, in its sole discretion,
determines at any time that all Outstanding Securities (but not less than all)
of any series issued or issuable in the form of one or more global Securities
shall no longer be represented by such global Security or Securities (provided,
however, the Company may not make such determination during the 40-day
restricted period provided by Regulation S under the Securities Act or during
any other similar period during which the Securities must be held in global form
as may be required by the Securities Act), then the Company shall execute, and
the Trustee shall authenticate and deliver definitive Securities of like series,
rank, tenor and terms in definitive form in an aggregate principal amount equal
to the principal amount of such global Security or Securities. If any beneficial
owner of an interest in a permanent global Security is otherwise entitled to
exchange such an interest for Securities of such series and of like tenor and
principal amount of another authorized form and denomination, as specified as
contemplated by Section 301 and provided that any applicable notice provided in
the permanent global Security shall have been given, then without unnecessary
delay but in any event not later than the earliest date on which such interest
may be so exchanged, the Company shall execute, and the Trustee shall
authenticate and deliver definitive Securities in aggregate principal amount
equal to the principal amount of such beneficial owner's interest in such
permanent global Security. On or after the earliest date on which such interests
may be so exchanged, such permanent global Security shall be surrendered for
exchange by DTC or such other depository as shall be specified in the Company
Order with respect thereto to the Trustee, as the Company's agent for such
purpose; provided, however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities
to be redeemed and ending on the relevant Redemption Date if the Security for
which exchange is requested may be among those selected for redemption; and
provided further that no Bearer Security delivered in exchange for a portion of
a permanent global Security shall be mailed or otherwise delivered to any
location in the United States. If a Registered Security is issued in exchange
for any portion of a permanent global Security after the close of business at
the office or agency where such exchange occurs on (i) any Regular Record Date
and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, interest or Defaulted Interest, as the case may be, will not
be payable on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of such Registered Security, but will be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only to
the Person to whom interest in respect of such portion of such permanent global
Security is payable in accordance with the provisions of this
Indenture.

     

     

    
 

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

    


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

    


    No
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 306, 1107 or 1305 not involving any
transfer.

    


    The
Company or the Trustee, as applicable, shall not be required (i) to issue,
register the transfer of or exchange any Security if such Security may be among
those selected for redemption during a period beginning at the opening of
business 15 days before selection of the Securities to be redeemed under Section
1103 and ending at the close of business on (A) if such Securities are issuable
only as Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if such Securities are issuable as Bearer Securities, the day
of the first publication of the relevant notice of redemption or, if such
Securities are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except, in the case of any Registered Security
to be redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and
like tenor, provided that such Registered Security shall be simultaneously
surrendered for redemption, or (iv) to issue or to register the transfer or
exchange of any Security which has been surrendered for repayment at the option
of the Holder, except the portion, if any, of such Security not to be so
repaid.

     

    
 

    
      
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    SECTION 306. Mutilated,
Destroyed, Lost and Stolen Securities.

    


    If any
mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee or the Company, together with such security or
indemnity as may be required by the Company or the Trustee to save each of them
or any agent of either of them harmless, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of
the same series and principal amount, containing identical terms and provisions
and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered
Security.

    


    If there
shall be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or coupon, and
(ii) such security or indemnity as may be required by them to save each of them
and any agent of either of them harmless, then, in the absence of actual notice
to the Company or the Trustee that such Security or coupon has been acquired by
a bona fide purchaser, the Company shall execute and upon its written request
the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost
or stolen Security or in exchange for the Security to which a destroyed, lost or
stolen coupon appertains (with all appurtenant coupons not destroyed, lost or
stolen), a new Security of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to
such destroyed, lost or stolen Security or to the Security to which such
destroyed, lost or stolen coupon appertains.

    


    Notwithstanding
the provisions of the previous two paragraphs, in case any such mutilated,
destroyed, lost or stolen Security or coupon has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new
Security, with coupons corresponding to coupons, if any, appertaining to such
destroyed, lost or stolen Security or to the Security to which such destroyed,
lost or stolen coupon appertains, pay such Security or coupon; provided,
however, that payment of principal of (and premium or Make- Whole Amount, if
any), any interest on and any Additional Amounts with respect to Bearer
Securities shall, except as otherwise provided in Section 1002, be payable only
at an office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 301, any interest on Bearer Securities
shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

     

     

    
 

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

    


    Every new
Security of any series with its coupons, if any, issued pursuant to this Section
in lieu of any destroyed, lost or stolen Security, or in exchange for a Security
to which a destroyed, lost or stolen coupon appertains, shall constitute an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security and its coupons, if any, or the destroyed,
lost or stolen coupon shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series and their coupons, if any, duly
issued hereunder.

    


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

    


    SECTION 307. Payment
of Interest; Interest Rights Preserved.

    


    Except as
otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 301, interest on any Registered Security that is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest at the office or agency of the Company maintained
for such purpose pursuant to Section 1002; provided, however, that each
installment of interest on any Registered Security may at the Company's option
be paid by (i) mailing a check for such interest, payable to or upon the written
order of the Person entitled thereto pursuant to Section 308, to the address of
such Person as it appears on the Security Register or (ii) wire transfer to
an account maintained by the payee located inside the United
States.

    


    Unless
otherwise provided as contemplated by Section 301 with respect to the Securities
of any series, payment of interest may be made, in the case of a Bearer
Security, by transfer to an account maintained by the payee with a bank located
outside the United States.

    


    Unless
otherwise provided as contemplated by Section 301, every permanent global
Security will provide that interest, if any, payable on any Interest Payment
Date will be paid to DTC, Euroclear and/or Clearstream, as the case may be, with
respect to that portion of such permanent global Security held for its account
by DTC, Euroclear or Clearstream, as the case may be, for the purpose of
permitting such party to credit the interest received by it in respect of such
permanent global Security to the accounts of the beneficial owners
thereof.

    


    In case a
Bearer Security of any series is surrendered in exchange for a Registered
Security of such series after the close of business (at an office or agency in a
Place of Payment for such series) on any Regular Record Date and before the
opening of business (at such office or agency) on the next succeeding Interest
Payment Date, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date and interest will not be payable on such
Interest Payment Date in respect of the Registered Security issued in exchange
for such Bearer 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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    Except as
otherwise specified with respect to a series of Securities in accordance with
the provisions of section 301, any interest on any Registered Security of any
series that is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease
to be payable to the registered Holder thereof on the relevant Regular Record
Date by virtue of having been such Holder, and such Defaulted Interest may be
paid by the Company, at its election in each case, as provided in clause (1) or
(2) below:

    


    (1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Registered Security of
such series and the date of the proposed payment (which shall not be less than
20 days after such notice is received by the Trustee), and at the same time the
Company shall deposit with the Trustee an amount of money in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit on or prior
to the date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted Interest as in
this clause provided. Thereupon the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not more than 15 days and
not less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder of Registered
Securities of such series at his address as it appears in the Security Register
not less than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having
been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons
in whose names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following clause (2).
In case a Bearer Security of any series is surrendered at the office or agency
in a Place of Payment for such series in exchange for a Registered Security of
such series after the close of business at such office or agency on any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, such Bearer Security
shall be surrendered without the coupon relating to such proposed date of
payment and Defaulted Interest will not be payable on such proposed date of
payment in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture.

    


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

     

     

    
 

    
      
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    Subject
to the foregoing provisions of this Section and Section 305, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other
Security.

    


    Subject
to the provisions of Section 1402 and except as otherwise specified with respect
to a series of Securities in accordance with the provisions of section 301, in
the case of any Security which is converted or exchanged after any Regular
Record Date and on or prior to the next succeeding Interest Payment Date (other
than any Security, the principal of (or premium, if any, on) which shall become
due and payable, whether at a Stated Maturity or by declaration of acceleration,
call for redemption, or otherwise, prior to such Interest Payment Date),
interest whose Stated Maturity is on such Interest Payment Date shall be payable
on such Interest Payment Date notwithstanding such conversion or exchange, and
such interest (whether or not punctually paid or duly provided for) shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on such Regular Record Date.
Except as otherwise expressly provided in the immediately preceding sentence, in
the case of any Security which is converted or exchanged, interest whose Stated
Maturity is after the date of conversion or exchange of such Security shall not
be payable.

    


    SECTION 308. Persons
Deemed Owners.

    


    Prior to
due presentment of a Registered Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Registered Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium or
Make-Whole Amount, if any), and (subject to Sections 305 and 307) interest on
and Additional Amounts with respect to, such Registered Security and for all
other purposes whatsoever, whether or not such Registered Security be overdue,
and neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

    


    Title to
any Bearer Security and any coupons appertaining thereto shall pass by delivery.
The Company, the Trustee and any agent of the Company or the Trustee may treat
the Holder of any Bearer Security and the Holder of any coupon as the absolute
owner of such Security or coupon for the purpose of receiving payment thereof or
on account thereof and for all other purposes whatsoever, whether or not such
Security or coupon be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the
contrary.

    


    None of
the Company, the Trustee, any Paying Agent or the Security Registrar will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Security in
global form or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

     

     

    
 

    
      
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    Notwithstanding
the foregoing, with respect to any global Security, nothing herein shall prevent
the Company, the Trustee, or any agent of the Company or the Trustee, from
giving effect to any written certification, proxy or other authorization
furnished by any depository, as a Holder, with respect to such global Security
or impair, as between such depository and owners of beneficial interests in such
global Security, the operation of customary practices governing the exercise of
the rights of such depository (or its nominee) as Holder of such global
Security.

    


    SECTION 309. Cancellation.

    


    All
Securities and coupons surrendered for payment, redemption, repayment at the
option of the Holder, registration of transfer or exchange or for credit against
any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee, and any such Securities and coupons and
Securities and coupons surrendered directly to the Trustee for any such purpose
shall be promptly canceled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. If the Company shall so acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. Canceled
Securities and coupons held by the Trustee shall be destroyed by the Trustee
and, if required in writing by the Company, the Trustee shall deliver a
certificate of such destruction to the Company, unless by a Company Order the
Company directs their return to it.

    


    SECTION 310. Computation
of Interest.

    


    Except as
otherwise specified as contemplated by Section 301 with respect to Securities of
any series, interest on the Securities of each series shall be computed on the
basis of a 360-day year consisting of twelve 30-day months.

    


    SECTION 311. Deferrals
of Interest Payment Dates.

    


    If
specified as contemplated by Section 201 or Section 301 with respect to the
Securities of a particular series, so long as no Event of Default has occurred
and is continuing, the Company shall have the right, at any time during the term
of such series, from time to time to defer the payment of interest on such
Securities for such period or periods as may be specified as contemplated by
Section 301 (each, an “Extension Period”) during which Extension Periods the
Company shall have the right to make partial payments of interest on any
Interest Payment Date.

     

     

    
      
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    No
Extension Period shall end on a date other than an Interest Payment Date. At the
end of any such Extension Period the Company shall pay all interest then accrued
and unpaid on the Securities (together with Additional Interest thereon, if any,
at the rate specified for the Securities of such series to the extent permitted
by applicable law); provided, however, that no Extension Period shall extend
beyond the Stated Maturity of the principal of the Securities of such series;
provided, further, that during any such Extension Period, the Company shall not,
and shall not permit any Subsidiary to, (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of the Company's capital stock, or (ii) make any payment of
principal of or interest or premium, if any, on or repay, repurchase or redeem
any debt security of the Company that ranks pari passu with or junior in
interest to the Securities of such series in all respects or make any guarantee
payments with respect to any guarantee by the Company of the debt securities or
preferred securities of any Subsidiary of the Company that by their terms rank
pari passu with or junior in interest to the Securities of such
series  in all respects, provided, the Company
may make such payments on or in respect of any other series of the Company’s
debt securities and any such guarantees ranking equally with the Securities of
such series or any Company Guarantee relating thereto on a pro rata basis so
that the payments made on such debt securities or such guarantees and the
Securities of such series and such Company Guarantee in all cases bear to each
other the same ratio that accrued and unpaid payments on such debt securities
and such guarantees and the Securities of such series and such Company Guarantee
bear to each other (other than, in each case, (A) repurchases, redemptions or
other acquisitions of shares of capital stock of the Company in connection with
any employment contract, benefit plan or other similar arrangement with or for
the benefit of one or more employees, officers, directors or consultants, in
connection with a dividend reinvestment or stockholder stock purchase plan, in
connection with the issuance of capital stock of the Company (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to any applicable Extension Period or
in connection with transactions effected by or for the account of customers of
the Company or any Affiliate of the Company or in connection with the
distribution, trading or market-making in respect of any Preferred Securities,
(B) as a result of any exchange or conversion of any class or series of the
Company's capital stock (or any capital stock of a Subsidiary of the Company)
for any class or series of the Company's capital stock or of any class or series
of the Company's indebtedness for any class or series of the Company's capital
stock, (C) the purchase of fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (D) any declaration of a
dividend in connection with any stockholder's rights plan, or the issuance of
rights, stock or other property under any stockholder's rights plan, or the
redemption or repurchase of rights pursuant thereto, or (E) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks pari passu with
or junior to such stock). Prior to the termination of any such Extension Period,
the Company may further defer the payment of interest, provided that no
Extension Period shall exceed the period or periods specified in such Securities
or extend beyond the Stated Maturity of the principal of such
Securities.  Upon termination of any Extension Period and upon the
payment of all accrued and unpaid interest and any Additional Interest then due
on any Interest Payment Date, the Company may elect to begin a new Extension
Period, subject to the above requirements.  No interest shall be due
and payable during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during
such Extension Period shall bear Additional Interest as and to the extent as may
be specified as contemplated by Section 301.  The Company shall give
the Trustee prior written notice of its election to begin any such Extension
Period as specified pursuant to Section 301 at least one Business Day prior to
the next succeeding Interest Payment Date on which interest on Securities of
such series would be payable but for such deferral.

     

    
 

    
      
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    The
Trustee, at the expense of the Company, shall promptly give notice of the
Company's election to begin any such Extension Period to the Holders of the
Outstanding Securities of such series.

    


    SECTION 312. Agreed
Tax Treatment.

    


    Each
Security issued hereunder shall provide that the Company and, by its acceptance
of a Security or a beneficial interest therein, the Holder of, and any Person
that acquires a beneficial interest in, such Security agree that for United
States Federal, state and local tax purposes it is intended that such Security
constitutes indebtedness of the Company for United States Federal, state and
local tax purposes and, with respect to Securities of a series issued to a [●]
Trust, to treat Preferred Securities of such Trust (including but not limited to
all payments and proceeds with respect to such Preferred Securities) as an
undivided beneficial ownership interest in the Securities (and payments and
proceeds therefrom, respectively) for United States Federal, state and local tax
purposes. The provisions of this Indenture shall be interpreted to further this
intention and agreement of the parties.

    


    SECTION 313. CUSIP
Numbers.

    


    The
Company in issuing the Securities may use “CUSIP” numbers (if then generally in
use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
or other related material as a convenience to Holders; provided that any such
notice or other related material may state that no representation is made as to
the correctness of such numbers either as printed on the Securities or as
contained in any notice of redemption or other related material 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.

    


    SECTION 314. Shortening
of Stated Maturity

    


    If
specified as contemplated by Section 201 or 301 with respect to the Securities
of a particular series, the Company shall have the right to shorten the Stated
Maturity of the principal of the Securities of such series at any time to any
date not earlier than the first date on which the Company has the right to
redeem the Securities of such series. In the event that the Company elects to
shorten the Stated Maturity of the Securities of such series, it shall give
written notice to the Trustee.

     

    
 

    
      
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    ARTICLE IV. SATISFACTION AND
DISCHARGE

     

    


    SECTION 401. Satisfaction
and Discharge of Indenture.

    


    This
Indenture shall upon Company Request cease to be of further effect with respect
to any series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series herein expressly provided for and any right to receive Additional
Amounts, as provided in Section 1011), and the Trustee, upon receipt of a
Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series and any coupons appertaining thereto when

    


    (1)           either

    


    (A)           all
Securities of such series theretofore authenticated and delivered and all
coupons, if any, appertaining thereto (other than (i) coupons appertaining to
Bearer Securities surrendered for exchange for Registered Securities and
maturing after such exchange, whose surrender is not required or has been waived
as provided in Section 305, (ii) Securities and coupons of such series which
have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 306, (iii) coupons appertaining to Securities called for
redemption and maturing after the relevant Redemption Date, whose surrender has
been waived as provided in Section 1106, and (iv) Securities and coupons of such
series for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 1003) have been delivered
to the Trustee for cancellation; or

    


    (B)           all
Securities of such series and, in the case of (i) or (ii) below, any coupons
appertaining thereto not theretofore delivered to the Trustee for
cancellation

    


    (i)           have
become due and payable, or

    


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

    


    (iii)           if
redeemable at the option of the Company, are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the Company,
and the Company, in the case of (i), (ii) or (iii) 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, currency unit or units or
composite currency or currencies 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 (and premium or Make-Whole Amount, if any) and
interest, and any Additional Interest and Additional Amounts with respect
thereto, to the date of such deposit (in the case of Securities which have
become due and payable) or the Stated Maturity or Redemption Date, as the case
may be;

     

     

    
 

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

    


    (3)           The
Company has delivered to the Trustee an Officers' Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of this Indenture as to such series have been
complied with.

    


    Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee and any predecessor Trustee under Section 606, the obligations of
the Company to any Authenticating Agent under Section 611 and, if money shall
have been deposited with and held by the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 402 and
the last paragraph of Section 1003, shall survive.

    


    In the
event that there are Securities of two or more series outstanding hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested in writing to do so with
respect to Securities of a particular series as to which it is Trustee and if
the other conditions thereto are met.

    


    SECTION 402. Application
of Trust Funds.

    


    Subject
to the provisions of the last paragraph of Section 1003, all money deposited
with the Trustee pursuant to Section 401 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 Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium or
Make-Whole Amount, if any), and any interest and Additional Amounts 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. Money deposited pursuant to this section not in violation of this Indenture
shall not be subject to claims of holders of Senior Debt under Article
Seventeen.

    


     

    ARTICLE V.REMEDIES

     

    


    SECTION 501. Events
of Default.

    


    Subject
to any modifications, additions or deletions relating to any series of
Securities as contemplated pursuant to Section 301, “Event of Default,” wherever
used herein with respect to any particular series of Securities, means any one
of the following events (whatever the reason for such Event of Default whether
it shall be occasioned by the provisions of Article Seventeen and whether or not
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):

     

     

    
 

    
      
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    (1)           default
in the payment of any interest (including any Additional Interest) upon or any
Additional Amounts payable in respect of any Security of or within that series
or of any coupon appertaining thereto, when such interest (including any
Additional Interest), Additional Amounts or coupon becomes due and payable, and
continuance of such default for a period of 30 days; or

    


    (2)           default
in the payment of the principal of (or premium or Make-Whole Amount, if any, on)
any Security of that series when it becomes due and payable at its Maturity;
or

    


    (3)           default
in the deposit of any sinking fund payment, when and as due by the terms of any
Security of that series; or

    


    (4)           default
in the performance, or breach, of any covenant, agreement or warranty of the
Company in this Indenture with respect to any Security of that series (other
than (i) a covenant, agreement or warranty included in this Indenture solely for
the benefit of a series of Securities other than such series or (ii) a covenant,
agreement or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with), and continuance of such
default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a
“Notice of Default” hereunder; or

    


    (5)           default
under a bond, debenture, note, mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
indebtedness for money borrowed by the Company, having a principal amount
outstanding in excess of $50,000,000 (other than indebtedness which is
non-recourse to the Company) under the terms of the instrument under which the
indebtedness is issued or secured, whether such indebtedness now exists or shall
hereafter be created, which default shall have resulted in such indebtedness
being declared due and payable prior to the date on which it would otherwise
have become due and payable, without such indebtedness having been discharged,
or such acceleration having been rescinded or annulled, or there being deposited
with an unaffiliated depository, in trust, money in the necessary amount to
discharge such indebtedness, within a period of 30 days after there shall have
been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in principal amount
of the Outstanding Securities of that series a written notice specifying such
default and requiring the Company to cause such indebtedness to be discharged or
cause such acceleration to be rescinded or annulled and stating that such notice
is a “Notice of Default” hereunder; or

    


    (6)           the
Company pursuant to or within the meaning of any Bankruptcy Law:

    


    (A)           commences
a voluntary case; or

    


    (B)           consents
to the entry of an order for relief against it in an involuntary case;
or

     

     

    
 

    
      
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    (C)           consents
to the appointment of a Custodian of it or for all or substantially all of its
property; or

    


    (D)           makes
a general assignment for the benefit of its creditors; or

    


    (E)           makes
an admission in writing of its inability to pay its debts generally as they
become due; or

    


    (F)           takes
corporate action in furtherance of any such action; or

    


    (7)           a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:

    


    (A)           is
for relief against the Company in an involuntary case; or

    


    (B)           appoints
a Custodian of the Company or for all or substantially all of either of its
property; or

    


    (C)           orders
the liquidation of the Company, and the order or decree remains unstayed and in
effect for 90 days; or

    


    (D)           adjudges
the Company bankrupt or insolvent, or approves as properly filed a petition
seeking reorganization, arrangement, and adjustment or composition of or in
respect of the Company or any Significant Subsidiary; or

    


    (8) any
other Event of Default provided with respect to Securities of that
series.

    


    As used
in this Section 501, the term “Bankruptcy Law” means Title 11, U.S. Code or any
similar Federal or state bankruptcy, insolvency, reorganization or other law for
the relief of debtors and the term “Custodian” means any receiver, trustee,
assignee, liquidator or other similar official under any Bankruptcy
Law.

    


    SECTION 502. Acceleration
of Maturity; Rescission and Annulment.

    


    Unless
otherwise specified in the Board Resolution or supplemental indenture relating
to any series of Securities, if an Event of Default with respect to Securities
of any series at the time Outstanding occurs and is continuing, then the Trustee
or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of each such affected series (voting as a single class)
may declare the principal and premium, if any, (or, if any Securities are
Original Issue Discount Securities or Indexed Securities, such portion of the
principal as may be specified in the terms thereof) of, and the Make-Whole
Amount, if any, on, all the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holders); and upon any such declaration such principal and premium, if
any, or specified portion thereof and the accrued interest (including any
Additional Interest) shall become immediately due and payable.

     

    
 

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

    


    (1)           the
Company has paid or deposited with the Trustee a sum sufficient to pay in the
currency, currency unit or composite currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series):

    


    (A)           all
overdue installments of interest on and any Additional Amounts payable in
respect of all Outstanding Securities of that series and any related
coupons;

    


    (B)           the
principal of (and premium or Make-Whole Amount, if any, on) any Outstanding
Securities of that series which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates borne by
or provided for in such Securities;

    


    (C)           to
the extent that payment of such interest is lawful, interest upon overdue
installments of interest (including any Additional Interest) and any Additional
Amounts at the rate or rates borne by or provided for in such Securities;
and

    


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

    


    (2)           all
Events of Default with respect to Securities of that series, other than the
nonpayment of the principal of (or premium or Make-Whole Amount, if any) or
interest on Securities of that series which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section
513.

    


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

    


    SECTION 503. Collection
of Indebtedness and Suits for Enforcement by Trustee.

    


    The
Company covenants that if:

    


    (1)           default
is made in the payment of any installment of interest (including any Additional
Interest) or Additional Amounts, if any, on any Security of any series and any
related coupon when such interest or Additional Amount becomes due and payable
and such default continues for a period of 30 days, or

    


    (2)           default
is made in the payment of the principal of (or premium or Make-Whole Amount, if
any, on) any Security of any series at its Maturity, then the Company will, upon
demand of the Trustee, pay to the Trustee, for the benefit of the Holders of
such Securities of such series and coupons, the whole amount then due and
payable on such Securities and coupons for principal (and premium or Make-Whole
Amount, if any) and interest (including any Additional Interest) and Additional
Amounts, with interest upon any overdue principal (and premium or Make-Whole
Amount, if any) and, to the extent that payment of such interest shall be
legally enforceable, upon any overdue installments of interest (including any
Additional Interest) or Additional Amounts, if any, at the rate or rates borne
by or provided for in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

     

    
 

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

    


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

    


    SECTION 504. Trustee
May File Proofs of Claim.

    


    In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities of any series
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal, premium or Make-Whole Amount,
if any, or interest, (including any Additional Interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise to take any and all
actions authorized under the TIA in order to have any claims of the Holders and
the Trustee allowed in any such proceeding and:

    


    (i)           to
file and prove a claim for the whole amount, or such lesser amount as may be
provided for in the Securities of such series, of principal (and premium or
Make-Whole Amount, if any) and interest (including any Additional Interest) and
Additional Amounts, if any, owing and unpaid in respect of the Securities and to
file such other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and of the Holders allowed in such judicial proceeding,
and

     

    
 

    
      
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    (ii)           to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator (or other similar official) in any such
judicial proceeding is hereby authorized by each Holder of Securities of such
series and coupons to make such payments to the Trustee, and in the event that
the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee and any
predecessor Trustee, their agents and counsel, and any other amounts due the
Trustee or any predecessor Trustee under Section 606.

    


    Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder of a Security or coupon
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or coupons or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder of a Security or coupon in
any such proceeding provided, however, that the Trustee may, only on behalf of
the Holders, vote for the election of a trustee in bankruptcy or similar
official and be a member of the creditors' committee or other similar
committee.

    


    SECTION 505. Trustee
May Enforce Claims Without Possession of Securities or Coupons.

    


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

    


    SECTION 506. Application
of Money Collected.

    


    Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium or Make-Whole
Amount, if any) or interest (including any Additional Interest) and any
Additional Amounts, upon presentation of the Securities or coupons, or both, as
the case may be, and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

    


    FIRST:  To
the payment of all amounts due the Trustee and any predecessor Trustee under
Section 606,

    


    SECOND:  Subject
to Article Seventeen, to the payment of the amounts then due and unpaid upon the
Securities and coupons for principal (and premium or Make-Whole Amount, if any)
and interest (including any Additional Interest) and any Additional Amounts
payable, in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to the
aggregate amounts due and payable on such Securities and coupons for principal
(and premium or Make-Whole Amount, if any), interest (including any Additional
Interest) and Additional Amounts, respectively, and

     

    
 

    
      
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    THIRD:  To
the payment of the remainder, if any, to the Company.

    


    SECTION 507. Limitation
on Suits.

    


    No Holder
of any Security of any series or any related coupon shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

    


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

    


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

    


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

    


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

    


    (5)           no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of
the Outstanding Securities of that series; it being understood and intended that
no one or more of such Holders shall have any right in any manner whatever by
virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other of such Holders, or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all such Holders.

    


    SECTION 508. Unconditional
Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any,
Interest and Additional Amounts; Direct Action by Holders of Preferred
Securities.

    


    Notwithstanding
any other provision in this Indenture, the Holder of any Security or coupon
shall have the right which is absolute and unconditional to receive payment of
the principal of (and premium or Make-Whole Amount, if any) and (subject to
Sections 305 and 307) interest on, and any Additional Amounts in respect of,
such Security or payment of such coupon on the respective due dates expressed in
such Security or coupon (or, in the case of redemption, on the Redemption Date),
to convert or exchange such Securities in accordance with Article Sixteen and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

     

    
 

    
      
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    SECTION 509. Restoration
of Rights and Remedies.

    


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

    


    SECTION 510. Rights
and Remedies Cumulative.

    


    Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or coupons in the last paragraph of Section
306, 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.

    


    SECTION 511. Delay
or Omission Not Waiver.

    


    No delay
or omission of the Trustee, of any Holder of any Security or coupon or any
holder of any Preferred Security to exercise any right or remedy accruing upon
any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or any acquiescence
therein.  Every right and remedy given by this Article or by law to
the Trustee or to the Holders and the right and remedy given to the holders of
Preferred Securities by Section 508 may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders of Securities
or coupons, or the holders of Preferred Securities, as the case may
be.

    


    SECTION 512. Control
by Holders of Securities.

    


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

    


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

    


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

     

    
 

    
      
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    (3)           the
Trustee need not take any action which might involve it in personal liability or
be unduly prejudicial to the Holders of Securities of such series not joining
therein (but the Trustee shall have no obligation as to the determination of
such undue prejudice).

    


    SECTION 513. Waiver
of Past Defaults.

    


    The
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities and
any related coupons consent to the waiver of any past default hereunder with
respect to such series and its consequences, except a default

    


    (1)           in
the payment of the principal of (or premium or Make-Whole Amount, if any) or
interest including Additional Interest on or Additional Amounts payable in
respect of any Security of such series or any related coupons, or

    


    (2)           in
respect of a covenant or provision hereof which under Article Nine cannot be
modified or amended without the consent of the Holder of each Outstanding
Security of such series affected.

    


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

    


    SECTION 514. Waiver
of Stay, Usury or Extension Laws.

    


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

    


    SECTION 515. Undertaking
for Costs.

    


    All
parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
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 Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
(or premium or Make-Whole Amount, if any) or interest (including any Additional
Interest) on or Additional Amounts payable with respect to any Security on or
after the respective Stated Maturities expressed in such Security (or in the
case of redemption, on or after the Redemption Date) or to enforce the right to
convert or exchange any Security in accordance with Article
Sixteen.

     

    
 

    
      
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    ARTICLE VI. THE
TRUSTEE

     

    


    SECTION 601. Notice
of Defaults.

    


    Within 90
days after the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit in the manner and to the
extent provided in TIA Section 313(c), notice of such default hereunder actually
known to a Responsible Officer of the Trustee, unless such default shall have
been cured or waived; provided, however, that, except in the case of a default
in the payment of the principal of (or premium or Make-Whole Amount, if any) or
interest (including any Additional Interest) on or any Additional Amounts with
respect to any Security of such series, or in the payment of any sinking fund
installment with respect to the Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as Responsible Officers of
the Trustee in good faith determine that the withholding of such notice is in
the interests of the Holders of the Securities and coupons of such series; and
provided further that in the case of any default or breach of the character
specified in Section 501(4) with respect to the Securities and coupons of such
series, no such notice to Holders shall be given until at least 60 days after
the occurrence thereof. For the purpose of this Section, the term “default”
means any event which is, or after notice or lapse of time or both would become,
an Event of Default with respect to the Securities of such series.

    


    SECTION 602. Certain
Duties, Responsibilities and Rights of Trustee.

    


    (a)           The
Trustee's duties and responsibilities under this Indenture shall be governed by
the Trust Indenture Act.

    


    (b)           Subject
to the provisions of TIA Section 315(a) through 315(d):

    


    (1)           except
during the continuance of an Event of Default, the Trustee shall perform only
such duties as are expressly undertaken by it to perform under this Indenture
and no implied covenants or obligations shall be read into this Indenture
against the Trustee;

    


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

    


    (3)           any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order (other than delivery of any
Security, together with any coupons appertaining thereto, to the Trustee for
authentication and delivery pursuant to Section 303 which shall be sufficiently
evidenced as provided therein) and any resolution of the Board of Directors may
be sufficiently evidenced by a Board Resolution;

     

    
 

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

    


    (5)           the
Trustee may consult with counsel and as a condition to the taking, suffering or
omission of any action hereunder may demand an Opinion of Counsel, and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

    


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

    


    (7)           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, coupon or
other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney;

    


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

    


    (9)           if
the Trustee is acting as Paying Agent or Transfer Agent and Registrar hereunder,
the rights, indemnities and protections afforded to the Trustee pursuant to this
Article VI shall also be afforded to such Paying Agent or Transfer Agent and
Registrar;

    


    (10)           the
Trustee shall not be deemed to have knowledge of any Event of Default unless the
Trustee shall have received written notice, or a Responsible Officer charged
with the administration of this Indenture shall have actual knowledge of such
Event of Default; and

    


    (11)           the
Trustee shall not be liable for any action taken, suffered or omitted by it in
good faith and reasonably believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture. The Trustee
shall not be required to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or indemnity satisfactory to it against
such risk or liability is not reasonably assured to it.

     

    
 

    
      
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    SECTION 603. Not
Responsible for Recitals or Issuance of Securities.

    


    The
recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any coupons shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

    


    SECTION 604. May
Hold Securities.

    


    The
Trustee, any Paying Agent, Security Registrar, Authenticating Agent or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities and coupons and, subject to Section 613 and TIA
Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar,
Authenticating Agent or such other agent.

    


    SECTION 605. Money
Held in Trust.

    


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

    


    SECTION 606. Compensation
and Reimbursement.

    


    The
Company agrees:

    


    (1)           to
pay to the Trustee from time to time reasonable compensation for all services
rendered by it hereunder, including extraordinary services rendered in
connection with or during the continuation of a default hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);

    


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

     

    
 

    
      
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    (3)           to
indemnify each of the Trustee and any predecessor Trustee and each of their
respective directors, officers, agents and employees for, and to hold each of
them harmless against, any loss, liability or expense, arising out of or in
connection with the acceptance or administration of the trust or trusts or the
performance of its duties hereunder, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder except to the extent any
such loss, liability or expense may be attributable to its own gross negligence
or bad faith.

    


    As
security for the performance of the obligations of the Company under this
Section, the Trustee shall have a lien prior to the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the payment of principal of (or premium or Make-Whole Amount, if any) or
interest on particular Securities or any coupons.

    


    When the
Trustee incurs expenses or renders services in connection with an Event of
Default described in Section 501(6) and (7), such expenses (including the fees
and expenses of its counsel) and the compensation for such services are intended
to constitute expenses of administration under any Bankruptcy Law.

    


    The
provisions of this Section shall survive the termination of this Indenture or
the resignation or removal of the Trustee.

    


    SECTION 607. Corporate
Trustee Required; Eligibility.

    


    There
shall at all times be a Trustee hereunder which shall be eligible to act as
Trustee under TIA Section 310(a)(1) and shall have a combined capital and
surplus of at least $50,000,000. If such Trustee or Person publishes reports of
condition at least annually, pursuant to law or the requirements of Federal,
State, Territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
Trustee or Person shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

    


    SECTION 608. Resignation
and Removal; Appointment of Successor.

    


    (a)           No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 609.

    


    (b)           The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company. If an instrument of
acceptance by a successor Trustee shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee.

    


    (c)           The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Trustee and to the
Company.

     

    
 

    
      
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    (d)           If
at any time:

    


    (1)           the
Trustee shall fail to comply with the provisions of Section 613 or TIA Section
310(b) after written request therefor by the Company or by any Holder of a
Security who has been a bona fide Holder of a Security for at least six months,
or

    


    (2)           the
Trustee shall cease to be eligible under Section 607 and shall fail to resign
after written request therefor by the Company or by any Holder of a Security who
has been a bona fide Holder of a Security for at least six months,
or

    


    (3)           the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver 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,

    


    (i)           the
Company by or pursuant to a Board Resolution may remove the Trustee and appoint
a successor Trustee with respect to all Securities, or

    


    (ii)           subject
to TIA Section 315(e), any Holder of a Security who has been a bona fide Holder
of a Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

    


    (e)           If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause with respect to the
Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
requirements of Section 609. If, within one year after such resignation, removal
or incapacity, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders of Securities and accepted appointment
in the manner hereinafter provided, any Holder of a Security who has been a bona
fide Holder of a Security of such series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to
Securities of such series.

     

    
 

    
      
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    (f)           The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series to the Holders of
Securities of such series in the manner provided for notices to the Holders of
Securities in Section 106. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

    


    SECTION 609. Acceptance
of Appointment By Successor.

    


    (a)           In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its claim, if any, provided for in
Section 606.

    


    (b)           In
case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto, pursuant to
Article Nine hereof, wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

     

    
 

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

    


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

    


    SECTION 610. Merger,
Conversion, Consolidation or Succession to Business.

    


    Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities or coupons shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities or coupons so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Securities or coupons. In case any Securities or coupons shall not have been
authenticated by such predecessor Trustee, any such successor Trustee may
authenticate and deliver such Securities or coupons, in either its own name or
that of its predecessor Trustee, with the full force and effect which this
Indenture provides for the certificate of authentication of the
Trustee.

    


    SECTION 611. Appointment
of Authenticating Agent.

    


    At any
time when any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or
partial redemption or repayment thereof or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Any such appointment shall be evidenced by an instrument in
writing signed by a Responsible Officer of the Trustee, a copy of which
instrument shall be promptly furnished to the Company. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
reasonably acceptable to the Company and, except as may otherwise be provided
pursuant to Section 301, shall at all times be a bank or trust company or
corporation organized and doing business and in good standing under the laws of
the United States of America or of any State or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authorities. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

     

    
 

    
      
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    Any
corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any corporation succeeding to the corporate agency or corporate trust
business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided such corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or further act on the part of the
Trustee or the Authenticating Agent.

    


    An
Authenticating Agent for any series of Securities may at any time resign by
giving written notice of resignation to the Trustee for such series and to the
Company.  The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company.  Upon
receiving such a notice of resignation or upon such a termination, or in case at
any time such Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, the Trustee for such series may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall give notice of such appointment to all Holders of Securities of or within
the series with respect to which such Authenticating Agent will serve in the
manner set forth in Section 106.  Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent herein. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this
Section.

    


    The
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation including reimbursement of its reasonable expenses for its services
under this Section.

    


    If an
appointment with respect to one or more series is made pursuant to this Section,
the Securities of such series may have endorsed thereon, in addition to or in
lieu of the Trustee's certificate of authentication, an alternate certificate of
authentication substantially in the following form:

    


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

    


    [●], as Trustee

    


    


    
      
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    By:                                                                           

    as Authenticating Agent

    


    


    By:                                                                           

    Authorized Officer

    


    


    SECTION 612. Certain
Duties and Responsibilities.

    


    No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
indemnity satisfactory to it against such risk or liability is not reasonably
assured to it.  Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.

    


    SECTION 613. Conflicting
Interests.

    


    If the
Trustee has or shall acquire a conflicting interest within the meaning of
Section 310(b) of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, Section 310(b) of the Trust Indenture Act
and this Indenture.  To the extent permitted by Section 310(b) of
the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.  In case an Event of Default shall
occur and be continuing, the Trustee shall exercise such of its rights and
powers under the applicable 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 own affairs.

    


    SECTION 614. Preferential
Collection of Claims Against Company.

    


    If and
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the TIA regarding the collection of claims against the Company (or any such
other obligor).

    


     

    ARTICLE VII. HOLDERS' LISTS
AND REPORTS BY TRUSTEE AND COMPANY

     

    


    SECTION 701. Disclosure
of Names and Addresses of Holders.

    


    Every
Holder of Securities or coupons, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
Authenticating Agent nor any Paying Agent nor any Security Registrar nor any
director, officer, agent or employee of any of them shall be held accountable by
reason of the disclosure of any information as to the names and addresses of the
Holders of Securities or coupons in accordance with TIA Section 312, 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 TIA Section 312(b).

     

    
 

    
      
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    SECTION 702. Reports
by Trustee.

    


    Within 60
days after March 15 of each year commencing with the first March 15 after the
first issuance of Securities pursuant to this Indenture, the Trustee shall
transmit by mail to all Holders of Securities as provided in TIA Section 313(c)
a brief report dated as of such March 15 if and to the extent required by TIA
Section 313(a).

    


    A copy of
each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with the Commission and with the Company and, provided the Trustee
has received written notification by the Company that any Securities are listed
on any stock exchange, with each stock exchange upon which the Trustee has been
so notified that such Securities are listed.

    


    SECTION 703. Reports
by Company.

    


    The
Company will:

    


    (1)           file
with the Trustee, within 15 days after the Company is required to file the same
with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations prescribe)
which the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not
required to file information, documents or reports pursuant to either of such
Sections, then it will file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission, such
of the supplementary and periodic information, documents and reports which may
be required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations;

    


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

    


    (3)           transmit
by mail to the Holders of Securities, within 30 days after the filing thereof
with the Trustee, in the manner and to the extent provided in TIA Section
313(c), such summaries of any information, documents and reports required to be
filed by the Company pursuant to paragraphs (1) or (2) of this Section as may be
required by rules and regulations prescribed from time to time by the
Commission.

     

    
 

    
      
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    SECTION 704. Company
to Furnish Trustee Names and Addresses of Holders.

    


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

    


    (1)           semi-annually,
not later than 15 days after the Regular Record Date for interest for each
series of Securities, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Registered Securities of
such series as of such Regular Record Date, or if there is no Regular Record
Date for interest for such series of Securities, semi-annually, upon such dates
as are set forth in the Board Resolution or indenture supplemental hereto
authorizing such series, and

    


    (2)           at
such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished,
provided, however, that, so long as the Trustee is the Security Registrar, no
such lists shall be required to be furnished.

    


     

    ARTICLE VIII. CONSOLIDATION,
MERGER, SALE, LEASE OR CONVEYANCE

     

    


    SECTION 801. Consolidations
and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to
Certain Conditions.

    


    The
Company may consolidate with, or sell, lease or convey all or substantially all
of its assets to, or merge with or into any other Person, provided that in any
such case, (i) either the Company shall be the continuing entity, or the
successor (if other than the Company) entity shall be a Person organized and
existing under the laws of the United States or a State thereof and such
successor entity shall expressly assume the due and punctual payment of the
principal of (and premium or Make-Whole Amount, if any) and any interest
(including any Additional Interest and all Additional Amounts, if any, payable
pursuant to Section 1011) on all of the Securities, according to their tenor,
the conversion or exchange rights shall be provided for in accordance with
Article Sixteen, if applicable, or as otherwise specified pursuant to Section
301, and the due and punctual performance and observance of all of the covenants
and conditions of this Indenture to be performed by the Company by supplemental
indenture, complying with Article Nine hereof, satisfactory to the Trustee,
executed and delivered to the Trustee by such Person; (ii) immediately after
giving effect to such transaction and treating any indebtedness which becomes an
obligation of the Company or any Subsidiary as a result thereof as having been
incurred by the Company or such Subsidiary at the time of such transaction, no
Event of Default, and no event which, after notice or the lapse of time, or
both, would become an Event of Default, shall have occurred and be continuing;
and (iii) if, as a result of any such consolidation or merger or such
conveyance, transfer or lease, properties or assets of the Company would become
subject to a mortgage, pledge, lien, security interest or other encumbrance
which would not be permitted by this Indenture, the Company or such successor
Person, as the case may be, shall take such steps as shall be necessary
effectively to secure the Securities equally and ratably with (or prior to) all
indebtedness secured thereby.

     

    
 

    
      
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    SECTION 802. Rights
and Duties of Successor Corporation.

    


    In case
of any such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor entity, such successor entity shall succeed to and
be substituted for the Company, with the same effect as if it had been named
herein as the party of the first part, and the predecessor entity, except in the
event of a lease, shall be relieved of any further obligation under this
Indenture and the Securities. Such successor entity thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company, any
or all of the Securities issuable hereunder which theretofore shall not have
been signed by the Company and delivered to the Trustee; and, upon the order of
such successor entity, instead of the Company, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities which previously shall have been
signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor entity thereafter shall
cause to be signed and delivered to the Trustee for that purpose. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had
been issued at the date of the execution hereof.

    


    In case
of any such consolidation, merger, sale, lease or conveyance, such changes in
phraseology and form (but not in substance) may be made in the Securities
thereafter to be issued as may be appropriate.

    


    SECTION 803. Officers'
Certificate and Opinion of Counsel.

    


    Any
consolidation, merger, sale, lease or conveyance permitted under Section 801 is
also subject to the condition that the Trustee receive an Officers' Certificate
and an Opinion of Counsel to the effect that any such consolidation, merger,
sale, lease or conveyance, and the assumption by any successor entity, complies
with the provisions of this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with.

    


     

    ARTICLE IX. SUPPLEMENTAL
INDENTURES

     

    


    SECTION 901. Supplemental
Indentures Without Consent of Holders.

    


    Without
the consent of any Holders of Securities or coupons, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form reasonably satisfactory to the Trustee, for any of the following
purposes:

    


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

    


    (2)           to
add to the covenants of the Company for the benefit of the Holders of all or any
series of Securities (and, if such covenants are to be for the benefit of less
than all series of Securities, stating that such covenants are expressly being
included solely for the benefit of such series) or to surrender any right or
power herein conferred upon the Company; or

     

    
 

    
      
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    (3)           to
add any additional Events of Default for the benefit of the Holders of all or
any series of Securities (and if such Events of Default are to be for the
benefit of less than all series of Securities, stating that such Events of
Default are expressly being included solely for the benefit of such series);
provided, however, that in respect of any such additional Events of Default 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 default or
may limit the remedies available to the Trustee upon such default or may limit
the right of the Holders of a majority in aggregate principal amount of that or
those series of Securities to which such additional Events of Default apply to
waive such default; or

    


    (4)           to
add to or change any of the provisions of this Indenture to provide that Bearer
Securities may be registrable as to principal, to change or eliminate any
restrictions on the payment of principal of or any premium, Make-Whole Amount or
Interest on Bearer Securities, to permit Bearer Securities to be issued in
exchange for Registered Securities, to permit Bearer Securities to be issued in
exchange for Bearer Securities of other authorized denominations or to permit or
facilitate the issuance of Securities in uncertificated form, provided that any
such action shall not adversely affect the interests of the Holders of
Securities of any series or any related coupons in any material respect;
or

    


    (5)           to
add to, change or eliminate any of the provisions of this Indenture in respect
of any series of Securities, provided that any such addition, change or
elimination shall (i) neither (A) apply to any Security of any series created
prior to the execution of such supplemental indenture and entitled to the
benefit of such provision, nor (B) modify the rights of the Holder of any such
Security with respect to such provision; or (ii) become effective only when
there is no Security Outstanding; or

    


    (6)           to
secure the Securities; or

    


    (7)           to
establish the form or terms of Securities of any series and any related coupons
as permitted by Sections 201 and 301, including the provisions and procedures
relating to Securities convertible into or exchangeable for other securities or
property of the Company; or

    


    (8)           to
evidence and provide for the acceptance of appointment hereunder of 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; or

    


    (9)           to
make provision with respect to the conversion or exchange rights of Holders
pursuant to the requirements of Article Sixteen, including providing for the
conversion or exchange of the securities into any security or property of the
Company; or

     

    
 

    
      
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    (10)           to
cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture
which shall not be inconsistent with the provisions of this Indenture or to make
any other changes, provided that in each case, such provisions shall not
adversely affect the interests of the Holders of Securities of any series or any
related coupons in any material respect; or

    


    (11)           to
close this Indenture with respect to the authentication and delivery of
additional series of Securities or to qualify, or maintain qualification of,
this Indenture under the TIA; or

    


    (12)           to
supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Sections 401, 1402 and 1403; provided in each case that
any such action shall not adversely affect the interests of the Holders of
Securities of such series and any related coupons or any other series of
Securities in any material respect.

    


    SECTION 902. Supplemental
Indentures with Consent of Holders.

    


    With the
consent of the Holders of not less than a majority in principal amount of all
Outstanding Securities affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by or pursuant to a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities and any related coupons under this Indenture; provided, however, that
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

    


    (1)           change
the Stated Maturity of the principal of (or premium or Make-Whole Amount, if
any, on) or any installment of principal of or interest on, any Security; or
reduce the principal amount thereof or the rate or amount of interest (including
any Additional Interest) thereon or any Additional Amounts payable in respect
thereof, or any premium or Make-Whole Amount payable upon the redemption
thereof, or change any obligation of the Company to pay Additional Amounts
pursuant to Section 1011 (except as contemplated by Section 801(i) and permitted
by Section 901(1)), or reduce the amount of the principal of an Original Issue
Discount Security or Indexed Security or Make-Whole Amount, if any, that would
be due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to
Section 504, or adversely affect any right of repayment at the option of the
Holder of any Security, or change any Place of Payment where, or the currency or
currencies, currency unit or units or composite currency or currencies in which,
the principal of any Security or any premium or Make-Whole Amount or any
Additional Amounts payable in respect thereof or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption
or repayment at the option of the Holder, on or after the Redemption Date or the
Repayment Date, as the case may be); or

    


    (2)           reduce
the percentage in principal amount of the Outstanding Securities of any series,
the consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver with respect to such
series (or compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or
reduce the requirements of Section 1504 for quorum or voting; or

     

    
 

    
      
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    (3)           modify
any of the provisions of this Section, Section 513 or Section 1012, except to
increase the required percentage to effect such action or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby;
or

    


    (4)           make
any change that adversely affects the right to convert or exchange any Security
as provided in Article Sixteen or pursuant to Section 301 (except as permitted
by Section 901(9)) or decrease the conversion or exchange rate or increase the
conversion or exchange price of any such Security; or

    


    (5)           change
the place of payment or the currency or currencies of payment of the principal
of, and any premium, Make-Whole Amount, interest of Additional Amounts on, any
Security; or

    


    (6)           impair
the right to institute suit for the enforcement of any payment on or with
respect to any Security; or

    


    (7)           modify
any of the foregoing provisions or any of the provisions relating to the waiver
of certain past defaults or certain covenants, except to increase the required
percentage to effect such action of to provide that certain other provisions may
not be modified or waived without the consent of the holder of the
Security.

    


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

    


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

    


    


    SECTION 903. Execution
of Supplemental Indentures.

    


    In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and shall
be fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture and that all conditions precedent to
the execution of such supplemental indenture have been complied with. The
Trustee may, but 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.

     

    
 

    
      
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      SECTION 904. Effect
of Supplemental Indentures.

    

    


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

    


    SECTION 905. Conformity
with Trust Indenture Act.

    


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

    


    SECTION 906. Reference
in Securities to Supplemental Indentures.

    


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

    


    SECTION 907. Notice
of Supplemental Indentures.

    


    Promptly
after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of Section 902, the Company shall give notice thereof
to the Holders of each Outstanding Security affected, in the manner provided for
in Section 106, setting forth in general terms the substance of such
supplemental indenture.

    


    SECTION 908. Subordination
Unimpaired.

    


    No
provision in any supplemental indenture that adversely affects the superior
position of the holders of Senior Debt then outstanding shall be effective
against holders of Senior Debt without the consent of such holders.

    


     

    ARTICLE X.COVENANTS

     

    


    SECTION 1001. Payment
of Principal, Premium or Make-Whole Amount, if any, Interest and Additional
Amounts.

    


    The
Company covenants and agrees for the benefit of the Holders of each series of
Securities that it will duly and punctually pay the principal of (and premium or
Make-Whole Amount, if any) and interest on and any Additional Amounts payable in
respect of the Securities of that series in accordance with the terms of such
series of Securities, any coupons appertaining thereto and this
Indenture.  Unless otherwise specified as contemplated by Section 301
with respect to any series of Securities, any interest due on and any Additional
Amounts payable in respect of Bearer Securities on or before Maturity, other
than Additional Amounts, if any, payable as provided in Section 1011 in respect
of principal of (or premium or Make-Whole Amount, if any, on) such a Security,
shall be payable only upon presentation and surrender of the several coupons for
such interest installments as are evidenced thereby as they severally
mature.  Unless otherwise specified with respect to Securities of any
series pursuant to Section 301, at the option of the Company, all payments of
principal may be paid by check to the registered Holder of the Registered
Security or other person entitled thereto against surrender of such
Security.

     

    
 

    
      
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    SECTION 1002. Maintenance
of Office or Agency.

    


    If
Securities of a series are issued as Registered Securities, the Company shall
maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for
payment or conversion, where Securities of that series may be surrendered for
registration of transfer or exchange, where Securities of that series may be
converted or exchanged in accordance with Article Sixteen, and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. If Securities of a series are issued as Bearer
Securities, the Company will maintain: (A) in the City of Savannah, Georgia or
in the Borough of Manhattan, The City of New York, an office or agency where any
Registered Securities of that series may be presented or surrendered for payment
or conversion, where any Registered Securities of that series may be surrendered
for exchange, where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served and where Bearer
Securities of that series and related coupons may be presented or surrendered
for payment or conversion in the circumstances described in the following
paragraph (and not otherwise); (B) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series which is located outside the
United States, an office or agency where Securities of that series and related
coupons may be presented and surrendered for payment (including payment of any
Additional Amounts payable on Securities of that series pursuant to Section
1011) or conversion; provided, however, that if the Securities of that series
are listed on the Luxembourg Stock Exchange, The International Stock Exchange of
the United Kingdom or any other stock exchange located outside the United States
and such stock exchange shall so require, the Company will maintain a Paying
Agent for the Securities of that series in Luxembourg, London or any other
required city located outside the United States, as the case may be, so long as
the Securities of that series are listed on such exchange; and (C) subject to
any laws or regulations applicable thereto, in each Place of Payment for that
series located outside the United States an office or agency where any
Securities of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of each such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, except that Bearer Securities of that
series and the related coupons may be presented and surrendered for payment
(including payment of any Additional Amounts payable on Bearer Securities of
that series pursuant to Section 1011) at the offices specified in the Security,
in London, England, and the Company hereby appoints the same as its agent to
receive such respective presentations, surrenders, notices and demands, and the
Company hereby appoints the Trustee its agent to receive all such presentations,
surrenders, notices and demands.

     

    
 

    
      
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    Unless
otherwise specified with respect to any Securities pursuant to Section 301, no
payment of principal, premium, Make-Whole Amount or interest on or Additional
Amounts in respect of Bearer Securities shall be made at any office or agency of
the Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the United
States; provided, however, that, if the Securities of a series are payable in
Dollars, payment of principal of and any premium and interest on any Bearer
Security (including any Additional Amounts or Make-Whole Amount payable on
Securities of such series pursuant to Section 1011) shall be made at the office
of the Company's Paying Agent in the City of Savannah, Georgia or the Borough of
Manhattan, The City of New York, if (but only if) payment in Dollars of the full
amount of such principal, premium, interest, Additional Amounts or Make-Whole
Amount, as the case may be, at all offices or agencies outside the United States
maintained for the purpose by the Company in accordance with this Indenture, is
illegal or effectively precluded by exchange controls or other similar
restrictions.

    


    The
Company may from time to time designate one or more other offices or agencies
where the Securities of one or more series and related coupons, if any, may be
presented or surrendered for any or all of such purposes, and may from time to
time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in accordance with the requirements set forth above for
Securities of any series for such purposes. The Company will give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

    


    Unless
otherwise specified with respect to any Securities pursuant to Section 301, if
and so long as the Securities of any series (i) are denominated in a Foreign
Currency or (ii) may be payable in a Foreign Currency, or so long as it is
required under any other provision of the Indenture, then the Company will
maintain with respect to each such series of Securities, or as so required, at
least one Exchange Rate Agent.

    


    SECTION 1003. Money
for Securities Payments to Be Held in Trust.

    


    If the
Company shall at any time act as its own Paying Agent with respect to any series
of any Securities and any related coupons, it will, on or before each due date
of the principal of (and premium or Make-Whole Amount, if any), or interest on
or Additional Amounts in respect of, any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum in the currency or currencies, currency unit or units or composite currency
or currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay the principal (and premium or Make-Whole Amount, if any) or
interest or Additional Amounts so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided, and will promptly
notify the Trustee of its action or failure so to act.

     

    
 

    
      
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    Whenever
the Company shall have one or more Paying Agents for any series of Securities
and any related coupons, it will, on or before each due date of the principal of
(and premium or Make-Whole Amount, if any), or interest on or Additional Amounts
in respect of, any Securities of that series, deposit with a Paying Agent a sum
(in the currency or currencies, currency unit or units or composite currency or
currencies described in the preceding paragraph) sufficient to pay the principal
(and premium or Make-Whole Amount, if any) or interest or Additional Amounts, so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium, Make-Whole Amount or interest or Additional
Amounts and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of its action or failure so to act.

    


    The
Company 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:

    


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

    


    (2)           give
the Trustee written notice of any default by the Company (or any other obligor
upon the Securities) in the making of any such payment of principal (and premium
or Make-Whole Amount, if any) or interest or Additional Amounts;
and

    


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

    


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

    


    Except as
otherwise provided in the Securities of any series, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of (and premium or Make-Whole Amount, if any) or
interest on, or any Additional Amounts in respect of, any Security of any series
and remaining unclaimed for two years after such principal (and premium or
Make-Whole Amount, if any), interest or Additional Amounts has become due and
payable shall be paid to the Company upon Company Request or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment of such principal of (and premium or Make-Whole Amount, if
any) or interest on, or any Additional Amounts in respect of, any Security,
without interest thereon, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper,
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
Company.

     

    
 

    
      
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    SECTION 1004. Restrictions
During Extension Period.

    


    During
any Extension Period, the Company shall not, and shall not permit any Subsidiary
to, (i) declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of the Company's
capital stock, or (ii) make any payment of principal of or interest or premium,
if any, on or repay, repurchase or redeem any debt security of the Company that
ranks pari passu with or junior in interest in to the Securities of such series
in all respects or make any guarantee payments with respect to any guarantee by
the Company of the debt securities or preferred securities of any Subsidiary of
the Company that by their terms rank pari passu with or junior in interest to
the Securities of such series  in all respects, provided, the Company
may make such payments on or in respect of any other series of the Company’s
debt securities and any such guarantees ranking equally with the Securities of
such series or any Company Guarantee relating thereto on a pro rata basis so
that the payments made on such debt securities or such guarantees and the
Securities of such series and such Company Guarantee in all cases bear to each
other the same ratio that accrued and unpaid payments on such debt securities
and such guarantees and the Securities of such series and such Company Guarantee
bear to each other (other than, in each case, (A) repurchases, redemptions or
other acquisitions of shares of capital stock of the Company in connection with
any employment contract, benefit plan or other similar arrangement with or for
the benefit of one or more employees, officers, directors or consultants, in
connection with a dividend reinvestment or stockholder stock purchase plan, in
connection with the issuance of capital stock of the Company (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to any applicable Extension Period or
in connection with transactions effected by or for the account of customers of
the Company or any Affiliate of the Company or in connection with the
distribution, trading or market-making in respect of any Preferred Securities,
(B) as a result of any exchange or conversion of any class or series of the
Company's capital stock (or any capital stock of a Subsidiary of the Company)
for any class or series of the Company's capital stock or of any class or series
of the Company's indebtedness for any class or series of the Company's capital
stock, (C) the purchase of fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (D) any declaration of a
dividend in connection with any stockholder's rights plan, or the issuance of
rights, stock or other property under any stockholder's rights plan, or the
redemption or repurchase of rights pursuant thereto, or (E) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks pari passu with
or junior to such stock).

     

    
 

    
      
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    SECTION 1005. Existence.

    


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

    


    SECTION 1006. Maintenance
of Properties.

    


    The
Company will cause all of its material 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 Company 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 Company or any
Subsidiary from selling or otherwise disposing of its properties in the ordinary
course of its business.

    


    SECTION 1007. [Reserved].

    


    SECTION 1008. Payment
of Taxes and Other Claims.

    


    The
Company will pay or discharge or cause to be paid or discharged, before the same
shall become delinquent, (1) all taxes, assessments and governmental charges
levied or imposed upon it or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the
property of the Company or any Subsidiary; provided, however, that the Company
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.

    


    SECTION 1009. Provision
of Financial Information.

    


    Whether
or not the Company is subject to Section 13 or 15(d) of the Exchange Act, the
Company will, to the extent permitted under the Exchange Act, file with the
Commission the annual reports, quarterly reports and other documents which the
Company would have been required to file with the Commission pursuant to such
Section 13 or 15(d) (the “Financial Statements”) if the Company were so subject,
such documents to be filed with the Commission on or prior to the respective
dates (the “Required Filing Dates”) by which the Company would have been
required so to file such documents if the Company were so subject.

    


    The
Company will also in any event (x) within 15 days of each Required Filing Date
file with the Trustee copies of annual reports, quarterly reports and other
documents which the Company would have been required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act if the Company were subject
to such Sections, and (y) if filing such documents by the Company with the
Commission is not permitted under the Exchange Act, promptly upon written
request and payment of the reasonable cost of duplication and delivery, supply
copies of such documents to any prospective Holder.

     

    
 

    
      
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    SECTION 1010. Statement
as to Compliance.

    


    The
Company will deliver to the Trustee within 120 days after the end of each fiscal
year, a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of
the Company's compliance with all conditions and covenants under this Indenture
and, in the event of any noncompliance, specifying such noncompliance and the
nature and status thereof. For purposes of this Section 1010, such compliance
shall be determined without regard to any period of grace or requirement of
notice under this Indenture.

    


    SECTION 1011. Additional
Amounts.

    


    If any
Securities of a series provide for the payment of Additional Amounts, the
Company will pay to the Holder of any Security of such series or any coupon
appertaining thereto Additional Amounts as may be specified as contemplated by
Section 301. Whenever in this Indenture there is mentioned, in any context
except in the case of Section 502(1), the payment of the principal of or any
premium, Make-Whole Amount or interest on, or in respect of, any Security of any
series or payment of any related coupon or the net proceeds received on the sale
or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of Additional Amounts provided by the terms of
such series established pursuant to Section 301 to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms and express mention of the payment of Additional Amounts
(if applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.

    


    Except as
otherwise specified as contemplated by Section 301, if the Securities of a
series provide for the payment of Additional Amounts, at least 10 days prior to
the first Interest Payment Date with respect to that series of Securities (or if
the Securities of that series will not bear interest prior to Maturity, the
first day on which a payment of principal and any premium is made), and at least
10 days prior to each date of payment of principal and any premium or Make-Whole
Amount or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officers' Certificate, the Company will furnish the
Trustee and the Company's principal Paying Agent or Paying Agents, if other than
the Trustee, with an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of and any
premium or interest on the Securities of that series shall be made to Holders of
Securities of that series or any related coupons who are not United States
persons without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of or within the series. If any
such withholding shall be required, then such Officers' Certificate shall
specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities of that series or related coupons and the Company
will pay to the Trustee or such Paying Agent the Additional Amounts, if any,
required by the terms of such Securities. In the event that the Trustee or any
Paying Agent, as the case may be, shall not so receive the above mentioned
certificate, then the Trustee or such Paying Agent shall be entitled (i) to
assume that no such withholding or deduction is required with respect to any
payment of principal or interest with respect to any Securities of a series or
related coupons until it shall have received a certificate advising otherwise
and (ii) to make all payments of principal and interest with respect to the
Securities of a series or related coupons without withholding or deductions
until otherwise advised. The Company covenants to indemnify the Trustee and any
Paying Agent and their respective officers, directors, employees and agents for,
and to hold them harmless against, any loss, liability or expense (including
legal fees and expenses) reasonably incurred without gross negligence or bad
faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers' Certificate furnished
pursuant to this Section or in reliance on the Company's not furnishing such an
Officers' Certificate.

     

    
 

    
      
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    SECTION 1012. Waiver
of Certain Covenants.

    


    Subject
to the rights of the holders of Preferred Securities specified in Section 902,
the Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1004 to 1009, inclusive, and with
any other term, provision or condition with respect to the Securities of any
series specified in accordance with Section 301 (except any such term, provision
or condition which could not be amended without the consent of Holders of all
Securities of such Series pursuant to Section 902), if before or after the
time for such compliance the Holders of at least a majority in principal amount
of all outstanding Securities of such series, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

    


    SECTION 1013. Additional
Covenants.

    


    The
Company covenants and agrees with each Holder of Securities of each series that
it shall not, and it shall not permit any Subsidiary of the Company to, (a)
declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any shares of the Company's
capital stock, or (b) make any payment of principal of or interest or premium,
if any, on or repay, repurchase or redeem any debt securities of the Company
that rank pari passu in all respects with or junior in interest to the
Securities of such series or make any guarantee payments with respect to any
guarantee by the Company of debt securities of any Subsidiary of the Company if
such guarantee ranks pari passu in all respects with or junior in interest to
the Securities (other than (a) repurchases, redemptions or other acquisitions of
shares of capital stock of the Company in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit of
one or more employees, officers, directors or consultants, in connection with a
dividend reinvestment or stockholder stock purchase plan or in connection with
the issuance of capital stock of the Company (or securities convertible into or
exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to any applicable Extension Period, (b) as a
result of any exchange or conversion of any class or series of the Company's
capital stock (or any capital stock of a Subsidiary of the Company) for any
class or series of the Company's capital stock or of any class or series of the
Company's indebtedness for any class or series of the Company's capital stock,
(c) the purchase of fractional interests in shares of the Company's capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged, (d) any declaration of a dividend in
connection with any stockholder's rights plan, or the issuance of rights, stock
or other property under any stockholder's rights plan, or the redemption or
repurchase of rights pursuant thereto, or (e) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock issuable
upon exercise of such warrants, options or other rights is the same stock as
that on which the dividend is being paid or ranks pari passu with or junior to
such stock), if at such time (i) there shall have occurred any event of which
the Company has actual knowledge that (A) with the giving of notice or the lapse
of time or both, would constitute an Event of Default with respect to the
Securities of such series and (B) in respect of which the Company shall not have
taken reasonable steps to cure, (ii) the Company shall have given written notice
of its election to begin an Extension Period with respect to the Securities of
such series as provided herein and shall not have rescinded such notice, or such
Extension Period, or any extension thereof, shall be continuing.

     

    
 

    
      
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    SECTION 1014. Original
Issue Discount

    


    For each
year during which any Securities that were issued with original issue discount
are Outstanding, the Company shall furnish to each Paying Agent in a timely
fashion such information as may be reasonably requested by each Paying Agent in
order that each Paying Agent may prepare the information which it is required to
report for such year on Internal Revenue Service Forms 1096 and 1099 pursuant to
Section 6049 of the Internal Revenue Code of 1986, as amended. Such information
shall include the amount of original issue discount includable in income for
each $1,000 of principal amount at Stated Maturity of outstanding Securities
during such year.

    


     

    ARTICLE XI. REDEMPTION OF
SECURITIES

     

    


    SECTION 1101. Applicability
of Article.

    


    Securities
of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 301 for Securities of any series) in accordance with
this Article.

     

    
 

    
      
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    SECTION 1102. Election
to Redeem; Notice to Trustee.

    


    The
election of the Company to redeem any Securities, including coupons, if any,
shall be evidenced by or pursuant to a Board Resolution. In case of any
redemption at the election of the Company of less than all of the Securities or
coupons, if any, of any series, the Company shall, at least 45 days prior to the
giving of the notice of redemption in Section 1104 (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee, in writing, of such
Redemption Date, Redemption Price and of the principal amount of Securities of
such series to be redeemed. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture or pursuant to an election of the
Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officers' Certificate
and Opinion of Counsel evidencing compliance with such restriction or
condition.

    


    SECTION 1103. Selection
by Trustee of Securities to Be Redeemed.

    


    If less
than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
issued on such date with the same terms not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series. The Trustee
shall make the selection from Securities of the series that are Outstanding and
that have not previously been called for redemption and may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities, including coupons, if any, of that series or any
integral multiple thereof).

    


    If any
Security selected for partial redemption is converted in part before termination
of the conversion or exchange right with respect to the portion of the Security
so selected, the converted or exchanged portion of such Security shall be deemed
(so far as may be) to be the portion selected for redemption. Securities which
have been converted or exchanged during a selection of Securities to be redeemed
shall be treated by the Trustee as Outstanding for the purpose of such
selection. In any case where more than one Security is registered in the same
name, the Trustee in its discretion may treat the aggregate principal amount so
registered as if it were represented by one Security.

    


    The
Trustee shall promptly notify the Company and the Security Registrar (if other
than itself) in writing of the Securities selected for redemption and, in the
case of any Securities selected for partial redemption, the principal amount
thereof to be redeemed.

    


    For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security which has been or is to be
redeemed.

     

    
 

    
      
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    SECTION 1104. Notice
of Redemption.

    


    Notice of
redemption shall be given in the manner provided in Section 106, not less than
30 days nor more than 60 days prior to the Redemption Date, unless a shorter
period is specified by the terms of such series established pursuant to Section
301, to each Holder of Securities to be redeemed, but failure to give such
notice in the manner herein provided to the Holder of any Security designated
for redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other such Security or portion thereof.

    


    Any
notice that is mailed to the Holders of Registered Securities in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder receives the notice.

    


    All
notices of redemption shall state:

    


    (1)           the
Redemption Date;

    


    (2)           the
Redemption Price, accrued interest to the Redemption Date payable as provided in
Section 1106, if any, and Additional Amounts, if any;

    


    (3)           if
less than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amount) of
the particular Security or Securities to be redeemed;

    


    (4)           in
case any Security is to be redeemed in part only, that on and after the
Redemption Date, upon surrender of such Security, the holder will receive,
without a charge, a new Security or Securities of authorized denominations for
the principal amount thereof remaining unredeemed;

    


    (5)           that
on the Redemption Date the Redemption Price and accrued interest to the
Redemption Date payable as provided in Section 1106, if any, will become due and
payable upon each such Security, or the portion thereof, to be redeemed and, if
applicable, that interest thereon shall cease to accrue on and after said
date;

    


    (6)           the
Place or Places of Payment where such Securities, together in the case of Bearer
Securities with all coupons appertaining thereto, if any, maturing after the
Redemption Date, are to be surrendered for payment of the Redemption Price and
accrued interest, if any, or for conversion or exchange;

    


    (7)           that
the redemption is for a sinking fund, if such is the case;

    


    (8)           that,
unless otherwise specified in such notice, Bearer Securities of any series, if
any, surrendered for redemption must be accompanied by all coupons maturing
subsequent to the date fixed for redemption or the amount of any such missing
coupon or coupons will be deducted from the Redemption Price, unless security or
indemnity satisfactory to the Company, the Trustee for such series and any
Paying Agent is furnished;

     

    
 

    
      
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    (9)           if
Bearer Securities of any series are to be redeemed and any Registered Securities
of such series are not to be redeemed, and if such Bearer Securities may be
exchanged for Registered Securities not subject to the redemption on this
Redemption Date pursuant to Section 305 or otherwise, the last date, as
determined by the Company, on which such exchanges may be made;

    


    (10)           the
CUSIP number of such Security, if any, provided that neither the Company nor the
Trustee shall have any responsibility for any such CUSIP number;
and

    


    (11)           if
applicable, that a Holder of Securities who desires to convert or exchange
Securities to be redeemed must satisfy the requirements for conversion or
exchange contained in such Securities, the then existing conversion or exchange
price or rate and the date and time when the option to convert or exchange shall
expire and the place or places where such Securities may be surrendered for
conversion.

    


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

    


    SECTION 1105. Deposit
of Redemption Price.

    


    On or
prior to any Redemption Date, the Company shall deposit with the Trustee or with
a Paying Agent (or, if the Company is acting as its own Paying Agent, which it
may not do in the case of a sinking fund payment under Article Twelve, segregate
and hold in trust as provided in Section 1003) an amount of money in the
currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay on the Redemption Date the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) accrued interest
(including Additional Interest) on, all the Securities or portions thereof which
are to be redeemed on that date.

    


    SECTION 1106. Securities
Payable on Redemption Date.

    


    Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) (together with accrued interest, including Additional
Interest) if any, to the Redemption Date), and from and after such date (unless
the Company shall default in the payment of the Redemption Price and accrued
interest including Additional Interest) such Securities shall, if the same were
interest-bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Except as provided in the next succeeding
paragraph, upon surrender of any such Security for redemption in accordance with
said notice, together with all coupons, if any, appertaining thereto maturing
after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest, if any, to the Redemption
Date; provided, however, that installments of interest (including Additional
Interest) on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and
surrender of coupons for such interest (including Additional Interest); and
provided further that except as otherwise provided with respect to Securities
convertible or exchangeable into other securities or property of the Company
installments of interest on Registered Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 307.

     

    
 

    
      
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    If any
Bearer Security surrendered for redemption shall not be accompanied by all
appurtenant coupons maturing after the Redemption Date, such Security may be
paid after deducting from the Redemption Price an 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 Company 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
(and any Additional Amounts) represented by coupons shall be payable only at an
office or agency located outside the United States (except as otherwise provided
in Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons. If any Security called
for redemption shall not be so paid upon surrender thereof for redemption, the
principal, (and premium or Make-Whole Amount, if any) shall, until paid, bear
interest (including Additional Interest) from the Redemption Date at the rate
borne by the Security.

    


    SECTION 1107. Securities
Redeemed in Part.

    


    Any
Security which is to be redeemed only in part (pursuant to the provisions of
this Article or of Article Twelve) shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing) and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge a new Security or
Securities of the same series, of any authorized denomination as requested by
such Holder in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

     

     

    
      
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    ARTICLE XII. SINKING
FUNDS

     

    


    SECTION 1201. Applicability
of Article.

    


    The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.

    


    The
minimum amount of any sinking fund payment provided for by the terms of
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 such Securities of any series is herein referred to as an “optional
sinking fund payment.”  If provided for by the terms of any Securities
of any series, the cash amount of any mandatory sinking fund payment may be
subject to reduction as provided in Section 1202. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for
by the terms of Securities of such series.

    


    SECTION 1202. Satisfaction
of Sinking Fund Payments with Securities.

    


    The
Company may, in satisfaction of all or any part of any mandatory sinking fund
payment with respect to the Securities of a series, (1) deliver Outstanding
Securities of such series (other than any previously called for redemption)
together in the case of any Bearer Securities of such series with all unmatured
coupons appertaining thereto and (2) apply as a credit Securities of such series
which have been redeemed either at the election of the Company pursuant to the
terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, as provided for
by the terms of such Securities, or which have otherwise been acquired by the
Company; provided that such Securities so delivered or applied as a credit have
not been previously so credited. Such Securities shall be received and credited
for such purpose by the Trustee at the applicable Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the
amount of such mandatory sinking fund payment shall be reduced
accordingly.

    


    SECTION 1203. Redemption
of Securities for Sinking Fund.

    


    Not less
than 60 days prior to each sinking fund payment date for Securities of any
series, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202, and the optional amount, if any, to be added in cash
to the next ensuing mandatory sinking fund payment, and will also deliver to the
Trustee any Securities to be so delivered and credited. If such Officers'
Certificate shall specify an optional amount to be added in cash to the next
ensuing mandatory sinking fund payment, the Company shall thereupon be obligated
to pay the amount therein specified. Not more than 60 nor less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Section 1106
and 1107.

    


     

     

    
      
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    ARTICLE XIII. REPAYMENT AT THE
OPTION OF HOLDERS

     

    


    SECTION 1301. Applicability
of Article.

    


    Repayment
of Securities of any series before their Stated Maturity at the option of
Holders thereof shall be made in accordance with the terms of such Securities,
if any, and (except as otherwise specified by the terms of such series
established pursuant to Section 301) in accordance with this
Article.

    


    SECTION 1302. Repayment
of Securities.

    


    Securities
of any series subject to repayment in whole or in part at the option of the
Holders thereof will, unless otherwise provided in the terms of such Securities,
be repaid at a price equal to the principal amount thereon, together with
interest, if any, thereof accrued to the Repayment Date specified in or pursuant
to the terms of such Securities. The Company covenants that on or before the
Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) sufficient to pay the principal
(or, if so provided by the terms of the Securities of any series, a percentage
of the principal) of, and (except if the Repayment Date shall be an Interest
Payment Date) accrued interest on, all the Securities or portion thereof, as the
case may be, to be repaid on such date.

    


    SECTION 1303. Exercise
of Option.

    


    Securities
of any series subject to repayment at the option of the Holders thereof will
contain an “Option to Elect Repayment” form on the reverse of such Securities.
In order for any Security to be repaid at the option of the Holder, the Trustee
must receive at the Place of Payment therefor specified in the terms of such
Security (or at such other place or places of which the Company shall from time
to time notify the Holders of such Securities) not earlier than 60 days nor
later than 30 days prior to the Repayment Date (1) the Security so providing for
such repayment together with the “Option to Elect Repayment” form on the reverse
thereof duly completed by the Holder (or by the Holder's attorney duly
authorized in writing) or (2) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange, or the National
Association of Securities Dealers, Inc. (“NASD”), or a commercial bank or trust
company in the United States setting forth the name of the Holder of the
Security, the principal amount of the Security, the principal amount of the
Security to be repaid, the CUSIP number, if any, or a description of the tenor
and terms of the Security, a statement that the option to elect repayment is
being exercised thereby and a guarantee that the Security to be repaid, together
with the duly completed form entitled “Option to Elect Repayment” on the reverse
of the Security, will be received by the Trustee not later than the third
Business Day after the date of such telegram, telex, facsimile transmission or
letter; provided, however, that such telegram, telex, facsimile transmission or
letter shall only be effective if such Security and form duly completed are
received by the Trustee by such third Business Day. If less than the entire
principal amount of such Security is to be repaid in accordance with the terms
of such Security, the principal amount of such Security to be repaid, in
increments of the minimum denomination for Securities of such series, and the
denomination or denominations of the Security or Securities to be issued to the
Holder for the portion of the principal amount of such Security surrendered that
is not to be repaid, must be specified. The principal amount of any Security
providing for repayment at the option of the Holder thereof may not be repaid in
part if, following such repayment, the unpaid principal amount of such Security
would be less than the minimum authorized denomination of Securities of or
within the series of which such Security to be repaid is a part. Except as
otherwise may be provided by the terms of any Security providing for repayment
at the option of the Holder thereof, exercise of the repayment option by the
Holder shall be irrevocable unless waived by the Company.

     

    
 

    
      
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    SECTION 1304. When
Securities Presented for Repayment Become Due and Payable.

    


    If
Securities of any series providing for repayment at the option of the Holders
thereof shall have been surrendered as provided in this Article and as provided
by or pursuant to the terms of such Securities, such Securities or the portions
thereof, as the case may be, to be repaid shall become due and payable and shall
be paid by the Company on the Repayment Date therein specified, and on and after
such Repayment Date (unless the Company shall default in the payment of such
Securities on such Repayment Date) such Securities shall, if the same were
interest bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be repaid, except to the extent
provided below, shall be void. Upon surrender of any such Security for repayment
in accordance with such provisions, together with all coupons, if any,
appertaining thereto maturing after the Repayment Date, the principal amount of
such security so to be repaid shall be paid by the Company, together with
accrued interest, if any, to the Repayment Date; provided, however, that coupons
whose Stated Maturity is on or prior to the Repayment Date shall be payable only
at an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified pursuant to Section
301, only upon presentation and surrender of such coupons; and provided further
that, in the case of Registered Securities, installments of interest, if any,
whose Stated Maturity is on or prior to the Repayment Date shall be payable (but
without interest thereon, unless the Company shall default in the payment
thereof) to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

    


    If any
Bearer Security surrendered for repayment shall not be accompanied by all
appurtenant coupons maturing after the Repayment Date, such Security may be paid
after deducting from the amount payable therefor as provided in Section 1302 an
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 Company 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 as provided
in the preceding sentence, such Holder shall be entitled to receive the amount
so deducted; provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United States (except as
otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of those
coupons. If the principal amount of any Security surrendered for repayment shall
not be so repaid upon surrender thereof, such principal amount (together with
interest, if any, thereon accrued to such Repayment Date) shall, until paid,
bear interest from the Repayment Date at the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in such
Security.

     

    
 

    
      
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    SECTION 1305. Securities
Repaid in Part.

    


    Upon
surrender of any Registered Security which is to be repaid in part only, the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security, without service charge and at the expense of the
Company, a new Registered Security or Securities of the same series, of any
authorized denomination specified by the Holder, in an aggregate principal
amount equal to and in exchange for the portion of the principal of such
Security so surrendered which is not to be repaid.

    


     

    ARTICLE XIV. DEFEASANCE AND
COVENANT DEFEASANCE

     

    


    SECTION 1401. Applicability
of Article; Company's Option to Effect Defeasance or Covenant
Defeasance.

    


    If,
pursuant to Section 301, provision is made for either or both of (a) defeasance
of the Securities of or within a series under Section 1402 or (b) covenant
defeasance of the Securities of or within a series under Section 1403 to be
applicable to the Securities of any series, then the provisions of such Section
or Sections, as the case may be, together with the other provisions of this
Article (with such modifications thereto as may be specified pursuant to Section
301 with respect to any Securities), shall be applicable to such Securities and
any coupons appertaining thereto, and the Company may at its option by Board
Resolution at any time, with respect to such Securities and any coupons
appertaining thereto, elect to defease such Outstanding Securities and any
coupons appertaining thereto pursuant to Section 1402 (if applicable) or Section
1403 (if applicable) upon compliance with the conditions set forth below in this
Article.

    


    SECTION 1402. Defeasance
and Discharge.

    


    Upon the
Company's exercise of the above option applicable to this Section with respect
to any Securities of or within a series, the Company shall be deemed to have
been discharged from its obligations and the provisions of Article Seventeen
shall cease to be effective with respect to such Outstanding Securities and any
coupons appertaining thereto on and after the date the conditions set forth in
Section 1404 are satisfied (hereinafter, “defeasance”).  For this
purpose, such defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such Outstanding Securities
and any coupons appertaining thereto, which shall thereafter be deemed to be
“Outstanding” only for the purposes of Section 1405 and the other Sections of
this Indenture referred to in clauses (A) and (B) below, and to have satisfied
all of 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
Company, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding Securities and any
coupons appertaining thereto to receive, solely from the trust fund described in
Section 1404 and as more fully set forth in such Section, payments in respect of
the principal of (and premium or Make-Whole Amount, if any) and interest, if
any, on such Securities and any coupons appertaining thereto when such payments
are due, (B) the Company's obligations with respect to such Securities under
Sections 305, 306, 1002 and 1003 and with respect to the payment of Additional
Amounts, if any, on such Securities as contemplated by Section 1011, (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (D)
this Article. Subject to compliance with this Article Fourteen, the Company may
exercise its option under this Section notwithstanding the prior exercise of its
option under Section 1403 with respect to such Securities and any coupons
appertaining thereto.

     

    
 

    
      
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    SECTION 1403. Covenant
Defeasance.

    


    Upon the
Company's exercise of the above option applicable to this Section with respect
to any Securities of or within a series, the Company shall be released from its
obligations under Sections 1005 to 1009, inclusive the provisions of Article
Seventeen shall cease to be effective, and, if specified pursuant to Section
301, its obligations under any other covenant, with respect to such Outstanding
Securities and any coupons appertaining thereto on and after the date the
conditions set forth in Section 1404 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 1005 to 1009, inclusive, or such other
covenant, but shall continue to be deemed “Outstanding” for all other purposes
hereunder. For this purpose, such covenant defeasance means that, with respect
to such Outstanding Securities and any coupons appertaining thereto, the Company
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section, Article Seventeen or such
other covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section or such other covenant or by reason of
reference in any such Section or such other covenant 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 501(4) or 501(8) 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.

     

    
 

    
      
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    SECTION 1404. Conditions
to Defeasance or Covenant Defeasance.

    


    The
following shall be the conditions to application of Section 1402 or Section 1403
to any Outstanding Securities of or within a series and any coupons appertaining
thereto:

    


    (a)           The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 607 who shall
agree to comply with the provisions of this Article Fourteen applicable to it)
as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities and any coupons appertaining thereto, (1) an
amount in such currency, currencies or currency unit in which such Securities
and any coupons appertaining thereto are then specified as payable at Stated
Maturity, or (2) if Securities of such series are not subject to early repayment
at the option of the Holders, Government Obligations applicable to such
Securities and coupons appertaining thereto (determined on the basis of the
currency, currencies or currency unit in which such Securities and coupons
appertaining thereto are then specified as payable at Stated Maturity) which
through the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the due
date of any payment of principal of (and premium or Make-Whole Amount, if any)
and interest, if any, and Additional Amounts, if any, on such Securities and any
coupons appertaining thereto, money in an amount, or (3) a combination thereof
in an amount, sufficient, without consideration of any reinvestment of such
principal and interest, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, (i) the
principal of (and premium or Make-Whole Amount, if any) and interest, if any,
and Additional Amounts, if any, on such Outstanding Securities and any coupons
appertaining thereto on the Stated Maturity of such principal or installment of
principal or interest and (ii) any mandatory sinking fund payments or analogous
payments applicable to such Outstanding Securities and any coupons appertaining
thereto on the day on which such payments are due and payable in accordance with
the terms of this Indenture and of such Securities and any coupons appertaining
thereto; provided, that the Trustee shall have been irrevocably instructed to
apply such money or the proceeds of such Government Obligations to said payments
with respect to such Securities. Before such a deposit, the Company may give to
the Trustee, in accordance with Section 1102 hereof, a notice of its election to
redeem all or any portion of such Outstanding Securities at a future date in
accordance with the terms of the Securities of such series and Article Eleven
hereof, which notice shall be irrevocable. Such irrevocable redemption notice,
if given, 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 breach or default under, this Indenture or any other material
agreement or instrument to which the Company is a party or by which it is bound
(and shall not cause the Trustee to have a conflicting interest pursuant to
Section 310(b) of the TIA with respect to any Security of the
Company).

    


    (c)           No
Event of Default or event which with notice or lapse of time or both would
become an Event of Default with respect to such Securities and any coupons
appertaining thereto shall have occurred and be continuing on the date of such
deposit or, insofar as Sections 501(6) and 501(7) are concerned, at any time
during the period ending on the 91st day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until the
expiration of such period).

     

    
 

    
      
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    (d)           In
the case of an election under Section 1402, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (i) the Company 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 Outstanding
Securities and any coupons appertaining thereto will not recognize income, gain
or loss for Federal income tax purposes as a result of such 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 defeasance had not
occurred.

    


    (e)           In
the case of an election under Section 1403, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of such
Outstanding 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.

    


    (f)           The
Company shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
under Section 1402 or the covenant defeasance under Section 1403 (as the case
may be) have been complied with and an Opinion of Counsel to the effect that
either (i) as a result of a deposit pursuant to subsection (a) above and the
related exercise of the Company's option under Section 1402 or Section 1403 (as
the case may be) registration is not required under the Investment Company Act
of 1940, as amended, by the Company, with respect to the trust funds
representing such deposit or by the Trustee for such trust funds or (ii) all
necessary registrations under said Act have been effected.

    


    (g)           After
the 91st day following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally.

    


    (h)           The
Company shall have delivered an Opinion of Counsel to the effect that the trust
funds deposited pursuant to this Section will not be subject to the rights of
any holders of Senior Debt, including those arising under Article Seventeen,
except and subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally and general
principals of equity.

    


    (i)           Notwithstanding
any other provisions of this Section, 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 Company in connection
therewith pursuant to Section 301.

     

    
 

    
      
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    SECTION 1405. Deposited
Money and Government Obligations to Be Held in Trust; Other Miscellaneous
Provisions.

    


    Subject
to the provisions of the last paragraph of Section 1003, all money and
Government Obligations (or other property as may be provided pursuant to Section
301) (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 1405, the
“Trustee”) pursuant to Section 1404 in respect of any Outstanding 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 Company 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 (and premium or Make-Whole Amount, if any) and interest
and Additional Amounts, if any, but such money need not be segregated from other
funds except to the extent required by law.

    


    Money and
Government Obligations (including the proceeds thereof) so held in trust shall
not be subject to the provisions of Article Seventeen, provided that the
applicable conditions of Section 1404 have been satisfied.

    


    Unless
otherwise specified with respect to any Security pursuant to Section 301, if,
after a deposit referred to in Section 1404(a) has been made, (a) the Holder of
a Security in respect of which such deposit was made is entitled to, and does,
elect pursuant to Section 301 or the terms of such Security to receive payment
in a currency or currency unit other than that in which the deposit pursuant to
Section 1404(a) has been made in respect of such Security, or (b) a Conversion
Event occurs in respect of the currency or currency unit in which the deposit
pursuant to Section 1404(a) has been made, the indebtedness represented by such
Security and any coupons appertaining thereto shall be deemed to have been, and
will be, fully discharged and satisfied through the payment of the principal of
(and premium or Make-Whole Amount, if any), and interest, if any, on such
Security as the same becomes due out of the proceeds yielded by converting (from
time to time as specified below in the case of any such election) the amount or
other property deposited in respect of such Security into the currency or
currency unit in which such Security becomes payable as a result of such
election or Conversion Event based on the applicable market exchange rate for
such currency or currency unit in effect on the second Business Day prior to
each payment date, except, with respect to a Conversion Event, for such currency
or currency unit in effect (as nearly as feasible) at the time of the Conversion
Event.

    


    The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the Government Obligations deposited pursuant to
Section 1404 or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the
Holders of such Outstanding Securities and any coupons appertaining
thereto.

    


    Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any money or
Government Obligations (or other property and any proceeds therefrom) held by it
as provided in Section 1404 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited to effect a defeasance or covenant
defeasance, as applicable, in accordance with this Article.

     

    
 

    
      
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    SECTION 1406. Reinstatement.

    


    If the
Trustee or the Paying Agent is unable to apply any money or the Government
Obligations, as the case may be, in accordance with this Article with respect to
any Securities by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the obligations under this Indenture, such Securities and any coupons
appertaining thereto from which the Company has been discharged or released
pursuant to Section 1402 or 1403 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
or Government Obligations, as the case may be, held in trust pursuant to Section
1405 with respect to such Securities and any coupons appertaining thereto in
accordance with this Article; provided, however, that if the Company makes any
payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities or coupons to receive
such payment from the money or Government Obligations, as the case may be, so
held in trust.

    


     

    ARTICLE XV. MEETINGS OF
HOLDERS OF SECURITIES

     

    


    SECTION 1501. Purposes
for Which Meetings May Be Called.

    


    A meeting
of Holders of Securities of any series may be called at any time and from time
to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

    


    SECTION 1502. Call,
Notice and Place of Meetings.

    


    (a)           The
Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 1501, to be held at such time and at such
place in the City of Savannah, Georgia or the Borough of Manhattan, The City of
New York, or in London as the Trustee shall determine.  Notice of
every meeting of Holders of Securities of any series, setting forth the time and
the place of such meeting and in general terms the action proposed to be taken
at such meeting, shall be given, in the manner provided in Section 106, not less
than 21 nor more than 180 days prior to the date fixed for the
meeting.

    


    (b)           In
case at any time the Company, pursuant to a Board Resolution, or the Holders of
at least 10% in principal amount of the Outstanding Securities of any series
shall have requested the Trustee to call a meeting of the Holders of Securities
of such series for any purpose specified in Section 1501, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have made the first publication of the notice
of such meeting within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the City
of Savannah, Georgia or the Borough of Manhattan, The City of New York, or in
London for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in subsection (a) of this Section.

     

    
 

    
      
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    SECTION 1503. Persons
Entitled to Vote at Meetings.

    


    To be
entitled to vote at any meeting of Holders of Securities of any series, a Person
shall be (1) a Holder of one or more Outstanding Securities of such series, or
(2) a Person appointed by an instrument in writing as proxy for a Holder or
Holders of one or more Outstanding Securities of such series by such Holder or
Holders. The only Persons who shall be entitled to be present or to speak at any
meeting of Holders of Securities of any series shall be the Persons entitled to
vote at such meeting and their counsel, any representatives of the Trustee and
its counsel and any representatives of the Company and its counsel.

    


    SECTION 1504. Quorum;
Action.

    


    The
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of a series shall constitute a quorum for a meeting of Holders of
Securities of such series; provided, however, that if any action is to be taken
at such meeting with respect to a consent or waiver which this Indenture
expressly provides may be given by the Holders of not less than a specified
percentage in principal amount of the Outstanding Securities of a series, the
Persons entitled to vote such specified percentage in principal amount of the
Outstanding Securities of such series shall constitute a quorum. In the absence
of a quorum within 30 minutes after the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1502(a), except that
such notice need be given only once not less than five (5) days prior to the
date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of any adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such
series which shall constitute a quorum. Except as limited by the proviso to
Section 902, any resolution presented to a meeting or adjourned meeting duly
reconvened at which a quorum is present as aforesaid may be adopted by the
affirmative vote of the Holders of a majority in principal amount of the
Outstanding Securities of that series; provided, however, that, except as
limited by the proviso to Section 902, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Securities of that series.

     

    
 

    
      
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    Any
resolution passed or decision taken at any meeting of Holders of Securities of
any series duly held in accordance with this Section shall be binding on all the
Holders of Securities of such series and the related coupons, whether or not
present or represented at the meeting.

    


    Notwithstanding
the foregoing provisions of this Section 1504, if any action is to be taken at a
meeting of Holders of Securities of any series with respect to any request,
demand, authorization, direction, notice, consent, waiver or other action that
this Indenture expressly provides may be made, given or taken by the Holders of
a specified percentage in principal amount of all Outstanding Securities
affected thereby, or of the Holders of such series and one or more additional
series:

    


    (i)           there
shall be no minimum quorum requirement for such meeting; and

    


    (ii)           the
principal amount of the Outstanding Securities of such series that vote in favor
of such request, demand, authorization, direction, notice, consent, waiver or
other action shall be taken into account in determining whether such request,
demand, authorization, direction, notice, consent, waiver or other action has
been made, given or taken under this Indenture.

    


    SECTION 1505. Determination
of Voting Rights; Conduct and Adjournment of Meetings.

    


    (a)           Notwithstanding
any provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities of
a series in regard to proof of the holding of Securities of such series and of
the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding of Securities shall
be proved in the manner specified in Section 104 and the appointment of any
proxy shall be proved in the manner specified in Section 104 or by having the
signature of the Person executing the proxy witnessed or guaranteed by any trust
company, bank or banker authorized by Section 104 to certify to the holding of
Bearer Securities. Such regulations may provide that written instruments
appointing proxies, regular on their face, may be presumed valid and genuine
without the proof specified in Section 104 or other proof.

    


    (b)           The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
of Securities as provided in Section 1502(b), in which case the Company or the
Holders of Securities of or within the series calling the meeting, as the case
may be, shall in like manner appoint a temporary chairman. A permanent chairman
and a permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities of
such series represented at the meeting.

     

    
 

    
      
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    (c)           At
any meeting each Holder of a Security of such series or proxy shall be entitled
to one vote for each $1,000 principal amount of the Outstanding Securities of
such series held or represented by him; provided, however, that no vote shall be
cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote, except as a Holder of a
Security of such series or proxy.

    


    (d)           Any
meeting of Holders of Securities of any series duly called pursuant to Section
1502 at which a quorum is present may be adjourned from time to time by Persons
entitled to vote a majority in principal amount of the Outstanding Securities of
such series represented at the meeting, and the meeting may be held as so
adjourned without further notice.

    


    SECTION 1506. Counting
Votes and Recording Action of Meetings.

    


    The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by proxy
and the principal amounts and serial numbers of the Outstanding Securities of
such series held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record, at least in duplicate, of the proceedings
of each meeting of Holders of Securities of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the fact, setting forth a
copy of the notice of the meeting and showing that said notice was given as
provided in Section 1502 and, if applicable, Section 1504. Each copy shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Company and another to
the Trustee to be preserved by the Trustee, the latter to have attached thereto
the ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

    


    SECTION 1507. Evidence
of Action Taken by Holders.

    


    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 Holders 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 Holders in person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee. 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 315(a) through 315(d) of the TIA) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Article.

     

    
 

    
      
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    SECTION 1508. Proof
of Execution of Instruments.

    


    Subject
to TIA Sections 315(a) through 315(d), the execution of any instrument by a
Holder or his agent or proxy may be proved in accordance with such reasonable
rules and regulations as may be prescribed by the Trustee or in such manner as
shall be satisfactory to the Trustee.

    


     

    ARTICLE XVI. CONVERSION
OR EXCHANGE OF SECURITIES

     

    


    SECTION 1601. Applicability
of Article.

    


    The
provisions of this Article shall be applicable to the Securities of any series
which are convertible or exchangeable for other securities or property
(including securities of other issuers, provided that such securities are
registered under Section 12 of the Exchange Act and such issuer is then eligible
to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company, except as otherwise specified as contemplated by
Section 301 for the Securities of such series.

    


    SECTION 1602. Election
to Exchange; Notice to Trustee and Holders.

    


    The
election of the Company to exchange any Securities shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301 for
such Securities. On or prior to the seventh Business Day prior to Maturity of
the Securities, the Company shall provide written notice to the Holders of
record of the Securities and to the Trustee and will publish a notice in a daily
newspaper of national circulation stating whether the Company has made such
election.

    


    SECTION 1603. No
Fractional Shares.

    


    No
fractional shares of securities shall be delivered upon exchanges of Securities
of any series. If more than one Security shall be surrendered for exchange at
one time by the same Holder, the number of full shares which shall be delivered
upon exchange shall be computed on the basis of the aggregate principal amount
of the Securities (or specified portions thereof to the extent permitted hereby)
so surrendered. If, except for the provisions of this Section 1603, any Holder
of a Security or Securities would be entitled to a fractional share of a
security upon the exchange of such Security or Securities, or specified portions
thereof, the Company shall pay to such Holder an amount in cash equal to the
current market value of such fractional share computed on the basis of an
average Closing Price of such security. The “Closing Price” of any security on
any date of determination means, (i) if such security is listed or admitted to
unlisted trading privileges on a national securities exchange, the last reported
sale price regular way on such exchange, (ii) if such security is not at the
time so listed, as reported by the NASDAQ National Market, or (iii) if such
security is not at the time so listed or reported or admitted to unlisted
trading privileges on a national securities exchange, the average of the bid and
asked prices of such security in the over-the-counter market, as reported by the
National Quotation Bureau, Incorporated or similar organization if the National
Quotation Bureau, Incorporated is no longer reporting such information, or if
not so available, the market price as determined by a nationally recognized
independent investment banking firm retained for this purpose by the
Company.

     

    
 

    
      
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    SECTION 1604. Adjustment
of Exchange Rate.

    


    The
exchange rate of Securities of any series that is exchangeable for other
securities or property (including securities of other issuers, provided that
such securities are registered under Section 12 of the Exchange Act and such
issuer is then eligible to use Form S-3 (or any successor form) for a primary
offering of its securities) of the Company shall be adjusted for any stock
dividends, stock splits, reclassification, combinations or similar transactions
or any consolidation, merger or other reorganization event in accordance with
the terms of the supplemental indenture or Board Resolution setting forth the
terms of the Securities of such series.

    


    Whenever
the exchange rate is adjusted, the Company shall compute the adjusted exchange
rate in accordance with terms of the applicable Board Resolution or supplemental
indenture and shall prepare an Officers' Certificate setting forth the adjusted
exchange rate and showing in reasonable detail the facts upon which such
adjustment is based, and such certificate shall forthwith be filed at each
office or agency maintained for the purpose of exchange of Securities pursuant
to Section 1002 and, if different, with the Trustee. The Company shall forthwith
cause a notice setting forth the adjusted exchange rate to be mailed, first
class postage prepaid, to each Holder of Securities of such series at its
address appearing on the Security Register and to any exchange agent other than
the Trustee.

    


    SECTION 1605. Payment
of Certain Taxes Upon Exchange.

    


    The
Company will pay any and all taxes that may be payable in respect of the
transfer and delivery of shares of other securities or property (including
securities of other issuers, provided that such securities are registered under
Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3
(or any successor form) for a primary offering of its securities) of the Company
on exchange of Securities pursuant hereto. The Company shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the delivery of shares of securities in a name other than that of the Holder
of the Security or Securities to be exchanged, and no such transfer or delivery
shall be made unless and until the person requesting such transfer has paid to
the Company the amount of any such tax, or has established, to the satisfaction
of the Company, that such tax has been paid.

    


    SECTION 1606. Shares
Free and Clear.

    


    The
Company hereby warrants that upon exchange of Securities of any series, the
Holder of a Security shall receive all rights held by the Company in such
security for which such Security is at such time exchangeable under this Article
Sixteen, free and clear of any and all liens, claims, charges and encumbrances
other than, to the extent permitted by the terms of the Securities of such
series, any liens, claims, charges and encumbrances which may have been placed
on any such security by the prior owner thereof, prior to the time such security
was acquired by the Company. Except as provided in Section 1604, the Company
will pay all taxes and charges with respect to the delivery of such security
delivered in exchange for Securities hereunder.

     

    
 

    
      
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    SECTION 1607. Cancellation
of Security.

    


    Upon
receipt by the Trustee of Securities of any series delivered to it for exchange
under this Article Sixteen, the Trustee shall cancel and dispose of the same as
provided in Section 309.

    


    SECTION 1608. Duties
of Trustee Regarding Exchange.

    


    Neither
the Trustee nor any exchange agent shall at any time be under any duty or
responsibility to any Holder of Securities of any series that is exchangeable
into other securities or property (including securities of other issuers,
provided that such securities are registered under Section 12 of the Exchange
Act and such issuer is then eligible to use Form S-3 (or any successor form) for
a primary offering of its securities) of the Company to determine whether any
facts exist which may require any adjustment of the exchange rate, or with
respect to the nature or extent of any such adjustment when made, or with
respect to the method employed, whether herein or in any supplemental indenture,
any resolutions of the Board of Directors or written instrument executed by one
or more officers of the Company provided to be employed in making the same.
Neither the Trustee nor any exchange agent shall be accountable with respect to
the validity or value (or the kind or amount) of any securities or property
(including securities of other issuers, provided that such securities are
registered under Section 12 of the Exchange Act and such issuer is then eligible
to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company, or of any Securities and neither the Trustee nor any
exchange agent makes any representation with respect thereto. Subject to the
provisions of Section 612, neither the Trustee nor any exchange agent shall be
responsible for any failure of the Company to issue, transfer or deliver any
stock certificates or other securities or property (including securities of
other issuers, provided that such securities are registered under Section 12 of
the Exchange Act and such issuer is then eligible to use Form S-3 (or any
successor form) for a primary offering of its securities) upon the surrender of
any Security for the purpose of exchange or to comply with any of the covenants
of the Company contained in this Article Sixteen or in the applicable
supplemental indenture, resolutions of the Board of Directors or written
instrument executed by one or more duly authorized officers of the
Company.

    


    SECTION 1609. Repayment
of Certain Funds Upon Exchange.

    


    Any funds
which at any time shall have been deposited by the Company or on its behalf with
the Trustee or any other paying agent for the purpose of paying the principal
of, and premium, if any, and interest, if any, on any of the Securities
(including funds deposited for the sinking fund referred to in Article Twelve
hereof) and which shall not be required for such purposes because of the
exchange of such Securities as provided in this Article Sixteen shall after such
exchange be repaid to the Company by the Trustee upon the Company's written
request.

     

    
 

    
      
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    SECTION 1610. Exercise
of Conversion Privilege.

    


    In order
to exercise a conversion or exchange privilege, the Holder of a Security of a
series with such a privilege shall surrender such Security to the Company at the
office or agency maintained for that purpose pursuant to Section 1002,
accompanied by written notice to the Company that the Holder elects to convert
or exchange such Security or a specified portion thereof. Such notice shall also
state, if different from the name or names (with address) in which the
Securities are registered, the name or names in which the securities or property
(including securities of other issuers, provided that such securities are
registered under Section 12 of the Exchange Act and such issuer is then eligible
to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company which shall be issuable on such conversion or
exchange shall be issued. Securities surrendered for conversion or exchange
shall (if so required by the Company or the Trustee) be duly endorsed by or
accompanied by instruments of transfer in forms satisfactory to the Company and
the Trustee duly executed by the registered Holder or its attorney duly
authorized in writing; and Securities so surrendered for conversion or exchange
during the period from the close of business on any Regular Record Date to the
opening of business on the next succeeding Interest Payment Date (excluding
Securities or portions thereof called for redemption during such period) shall
also be accompanied by payment in funds acceptable to the Company of an amount
equal to the interest payable on such Interest Payment Date on the principal
amount of such Security then being converted, and such interest shall be payable
to such registered Holder notwithstanding the conversion or exchange of such
Security, subject to the provisions of Section 307 relating to the payment of
Defaulted Interest by the Company. As promptly as practicable after the receipt
of such notice and of any payment required pursuant to a Board Resolution and,
subject to Section 303, set forth, or determined in the manner provided, in an
Officers' Certificate, or established in one or more indentures supplemental
hereto setting forth the terms of such series of Security, and the surrender of
such Security in accordance with such reasonable regulations as the Company may
prescribe, the Company shall issue and shall deliver, at the office or agency at
which such Security is surrendered, to such Holder or on its written order,
securities or property (including securities of other issuers, provided that
such securities are registered under Section 12 of the Exchange Act and such
issuer is then eligible to use Form S-3 (or any successor form) for a primary
offering of its securities) of the Company issuable or deliverable upon the
conversion or exchange of such Security (or specified portion thereof), in
accordance with the provisions of such Board Resolution, Officers' Certificate
or supplemental indenture, and cash as provided therein in respect of any
fractional share of such common stock otherwise issuable upon such conversion or
exchange. Such conversion or exchange shall be deemed to have been effected
immediately prior to the close of business on the date on which such notice and
such payment, if required, shall have been received in proper order for
conversion or exchange by the Company and such Security shall have been
surrendered as aforesaid (unless such Holder shall have so surrendered such
Security and shall have instructed the Company to effect the conversion or
exchange on a particular date following such surrender and such Holder shall be
entitled to convert or exchange such Security on such date, in which case such
conversion or exchange shall be deemed to be effected immediately prior to the
close of business on such date) and at such time the rights of the Holder of
such Security as such Security Holder shall cease and the person or persons in
whose name or names any securities or property (including securities of other
issuers, provided that such securities are registered under Section 12 of the
Exchange Act and such issuer is then eligible to use Form S-3 (or any successor
form) for a primary offering of its securities) of the Company shall be issuable
or deliverable upon such conversion or exchange shall be deemed to have become
the Holder or Holders of record of the shares represented thereby. Except as set
forth above and subject to the final paragraph of Section 307, no payment or
adjustment shall be made upon any conversion or exchange on account of any
interest accrued on the Securities surrendered for conversion or exchange or on
account of any interest or dividends on the securities or property (including
securities of other issuers, provided that such securities are registered under
Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3
(or any successor form) for a primary offering of its securities) of the Company
issued or delivered upon such conversion or exchange.

     

    
 

    
      
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    In the
case of any Security which is converted or exchanged in part only, upon such
conversion or exchange the Company shall execute and the Trustee shall
authenticate and deliver to or on the order of the Holder thereof, at the
expense of the Company, a new Security or Securities of the same series, of
authorized denominations, in aggregate principal amount equal to the unconverted
or unexchanged portion of such Security.

    


    SECTION 1611. Effect
of Consolidation or Merger on Conversion Privilege.

    


    In case
of any consolidation of the Company with, or merger of the Company into or with
any other Person, or in case of any sale of all or substantially all of the
assets of the Company, the Company or the Person formed by such consolidation or
the Person into which the Company shall have been merged or the Person which
shall have acquired such assets, as the case may be, shall execute and deliver
to the Trustee a supplemental indenture providing that the Holder of each
Security then outstanding of any series that is convertible into common stock of
the Company shall have the right, which right shall be the exclusive conversion
right thereafter available to said Holder (until the expiration of the
conversion right of such Security), to convert such Security into the kind and
amount of shares of stock or other securities or property (including cash)
receivable upon such consolidation, merger or sale by a holder of the number of
shares of common stock of the Company into which such Security might have been
converted immediately prior to such consolidation, merger or sale, subject to
compliance with the other provisions of this Indenture, such Security and such
supplemental indenture. Such supplemental indenture shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in such Security. The above provisions of this Section
shall similarly apply to successive consolidations, mergers or sales. It is
expressly agreed and understood that anything in this Indenture to the contrary
notwithstanding, if, pursuant to such merger, consolidation or sale, holders of
outstanding shares of common stock of the Company do not receive shares of
common stock of the surviving corporation but receive other securities, cash or
other property or any combination thereof, Holders of Securities shall not have
the right to thereafter convert their Securities into common stock of the
surviving corporation or the corporation which shall have acquired such assets,
but rather, shall have the right upon such conversion to receive the other
securities, cash or other property receivable by a holder of the number of
shares of common stock of the Company into which the Securities held by such
holder might have been converted immediately prior to such consolidation, merger
or sale, all as more fully provided in the first sentence of this Section 1611.
Anything in this Section 1611 to the contrary notwithstanding, the provisions of
this Section 1611 shall not apply to a merger or consolidation of another
corporation with or into the Company pursuant to which both of the following
conditions are applicable: (i) the Company is the surviving corporation and (ii)
the outstanding shares of common stock of the Company are not changed or
converted into any other securities or property (including cash) or changed in
number or character or reclassified pursuant to the terms of such merger or
consolidation.

     

    
 

    
      
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    As
evidence of the kind and amount of shares of stock or other securities or
property (including cash) into which Securities may properly be convertible
after any such consolidation, merger or sale, or as to the appropriate
adjustments of the conversion prices applicable with respect thereto, the
Trustee shall be furnished with and may accept the certificate or opinion of an
independent certified public accountant with respect thereto; and, in the
absence of bad faith on the part of the Trustee, the Trustee may conclusively
rely thereon, and shall not be responsible or accountable to any Holder of
Securities for any provision in conformity therewith or approved by such
independent certified accountant which may be contained in said supplemental
indenture.

    


     

    ARTICLE XVII. SUBORDINATION

     

    


    SECTION 1701. Agreement
to Subordinate.

    


    Except as
otherwise provided in a supplemental indenture or pursuant to Section 301, the
Company agrees, and each Holder by accepting a Security agrees, that the
indebtedness evidenced by the Securities is subordinated in right of payment, to
the extent and in the manner provided in this Article, to the prior payment in
full of all Senior Debt and that the subordination is for the benefit of the
holders of Senior Debt.

    


    Notwithstanding
the foregoing, if a deposit referred to in Section 1404(a) is made pursuant to
Section 1402 or Section 1403 with respect to any Securities (and provided all
other conditions set out in Section 1402 or 1403, as applicable, shall have been
satisfied with respect to such Securities), then, when the 90/th/day after such
deposit has ended, no money or Government Obligations so deposited, and no
proceeds thereon, will be subject to any rights of holders of Senior Debt,
including any such rights arising under this Article Seventeen.

    


    SECTION 1702. Liquidation;
Dissolution; Bankruptcy.

    


    In the
event of (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relative to the Company or to its creditors, as such, or
to its assets, or (b) any liquidation, dissolution or other winding up of the
Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshalling of assets and liabilities of the Company:

    


    (1)           holders
of Senior Debt shall be entitled to receive payment in full in cash of the
principal thereof, premium, if any, Additional Amounts, if any, and interest
(including interest accruing after the commencement of any such proceeding) to
the date of payment on the Senior Debt before Holders shall be entitled to
receive any payment of principal of or interest on Securities;

     

    
 

    
      
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    (2)           until
the Senior Debt is paid in full in cash, any distribution to which Holders or
the Trustee would be entitled but for this Article shall be made to holders of
Senior Debt as their interests may appear for the application to the payment
thereof, except that Holders may receive securities that are subordinated to
Senior Debt to at least the same extent as the Securities; and

    


    (3)           the
Trustee is entitled to conclusively rely upon an order or decree of a court of
competent jurisdiction or a certificate of a bankruptcy trustee or other similar
official for the purpose of ascertaining the persons entitled to participate in
such distribution, the holders of Senior Debt and other Company debt, the amount
thereof or payable thereon and all other pertinent facts relating to the
Trustee's obligations under this Article Seventeen.

    


    In the
event that, notwithstanding the foregoing provisions of this Section, the
Trustee or the Holder of any Security shall have received any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, including any such payment or distribution which may be
payable or deliverable by reason of the payment of any other indebtedness of the
Company being subordinated to the payment of the Securities, before all Senior
Debt is paid in full or payment thereof provided for, and if such fact shall, at
or prior to the time of such payment or distribution, have been made known to a
Responsible Officer of the Trustee in writing or, as the case may be, such
Holder, then and in such event such payment or distribution shall be paid over
or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or
distribution of assets of the Company for application to the payment of all
Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in
full, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt. Any taxes that have been withheld or deducted from
any payment or distribution in respect of the Securities, or any taxes that
ought to have been withheld or deducted from any such payment or distribution
that have been remitted to the relevant taxing authority, shall not be
considered to be an amount that the Trustee or the Holder of any Security
receives for purposes of this Section.

    


    SECTION 1703. Default
on Senior Debt.

    


    The
Company may not pay principal, premium, interest or Additional Amounts on the
Securities and may not acquire any Securities for cash or property other than
capital stock of the Company if:

    


    (1)           (a)
in the event and during the continuation of any default in the payment of
principal, premium, if any, or interest on any Senior Debt beyond any applicable
grace period with respect thereto or (b) a default on Senior Debt occurs and is
continuing that permits holders of such Senior Debt (or a trustee on their
behalf) to accelerate its maturity, or

    


    (2)           the
default is the subject of judicial proceedings or the Company receives a notice
of the default from a person who may give it pursuant to Section 1711. If the
Company receives any such notice, a similar notice received within nine months
thereafter relating to the same default on the same issue of Senior Debt shall
not be effective for purposes of this Section.

     

    
 

    
      
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    The
Company may resume payments on the Securities and may acquire them
when:

    


    (a)           the
default is cured or waived, or

    


    (b)           120
days pass after the notice is given if the default is not the subject of
judicial proceedings.

    


    (c)           if
this Article otherwise permits the payment or acquisition at that
time.

    


    SECTION 1704. Acceleration
of Securities.

    


    In the
event that any Securities are declared due and payable before their Stated
Maturity, then and in such event the holders of Senior Debt shall be entitled to
receive payment in full of all amounts due or to become due on or in respect of
all Senior Debt or provision shall be made for such payment in cash, before the
Holders of the Securities are entitled to receive any payment (including any
payment which may be payable by reason of the payment of any other indebtedness
of the Company being subordinated to the payment of the Securities) by the
Company on account of the principal of, premium, if any, Additional Amounts, if
any or interest on the Securities or on account of the purchase or other
acquisition of Securities; provided, however, that nothing in this Section shall
prevent the satisfaction of any sinking fund payment in accordance with Article
Twelve by delivering and crediting pursuant to Section 1202 Securities which
have been acquired (upon redemption or otherwise) prior to such declaration of
acceleration; provided, further, money deposited pursuant to Section 402 not in
violation of this Indenture shall not be subject to the claims of holders of
Senior Debt.

    


    In the
event that, notwithstanding the forgoing, the Company shall make any payment to
the Trustee or the Holder of any Security prohibited by the foregoing provisions
of this Section, and if such fact shall, at or prior to the time of such
payment, have been made known to a Responsible Officer of the Trustee in writing
or, as the case may be, such Holder, then and in such event such payment shall
be paid over and delivered forthwith to the Company.

    


    SECTION 1705. When
Distribution Must Be Paid Over.

    


    If
payment or distribution on account of the Securities of any character or
security, whether in cash, securities or other property, is received by Holder,
including any applicable Trustee, in contravention of any of the terms of this
Article and before all Senior Debt has been paid in full, such payment or
distribution or security will be received in trust for the benefit of, and must
be paid over or delivered and transferred to, holders of Senior Debt at the time
outstanding in accordance with the priorities then existing among those holders
of Senior for application to the payment of all Senior Debt remaining unpaid to
the extent necessary to pay all Senior Debt in full.

     

    
 

    
      
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    SECTION 1706. Notice
by Company.

    


    The
Company shall promptly notify the Trustee, in writing, and any Paying Agent of
any facts known to the Company that would cause a payment on the Securities to
violate this Article.

    


    SECTION 1707. Subrogation.

    


    After all
Senior Debt is paid in full and until the Securities are paid in full, Holders
shall be subrogated to the rights of holders of Senior Debt to receive payments
or distributions applicable to Senior Debt to the extent that distributions
otherwise payable to the Holders have been applied to the payment of Senior
Debt. A payment or distribution made under this Article to holders of Senior
Debt which otherwise would have been made to Holders is not, as among the
Company, its creditors other than the holders of Senior Debt and Holders, a
payment or distribution by the Company on account of the Senior
Debt.

    


    SECTION 1708. Relative
Rights.

    


    This
Article is intended solely to define the relative rights of Holders on the one
hand and the holders of Senior Debt on the other hand. Nothing in this Indenture
or in the Securities shall:

    


    (1)           impair,
as among the Company, its creditors other than holders of Senior Debt and the
Holders of the Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Securities the principal of,
premium, if any, Additional Amounts, if any, and interest on the Securities as
and when the same shall become due and payable in accordance with their
terms;

    


    (2)           affect
the relative rights of Holders and creditors of the Company other than holders
of Senior Debt; or

    


    (3)           prevent
the Trustee or any Holder (or to the extent expressly provided herein, the
holder of any Preferred Security) from exercising its available remedies upon an
Event of Default, subject to the rights of holders of Senior Debt to receive
payments or distributions otherwise payable to Holders or the
Trustee.

    


    If the
Company fails because of this Article to pay principal, premium, if any,
Additional Amounts, if any, or interest on a Security on the due date, such
failure shall constitute a default hereunder.

    


    SECTION 1709. Subordination
May Not Be Impaired By Company.

    


    No right
of any holder of Senior Debt to enforce the subordination of the indebtedness
evidenced by the Securities shall be impaired by any act or failure to act by
the Company or by its failure to comply with this Indenture.

     

    
 

    
      
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    SECTION 1710. Distribution
or Notice to Representative.

    


    Whenever
a distribution is to be made or a notice given to holders of Senior Debt, the
distribution may be made and the notice given to their
Representative.

    


    SECTION 1711. Rights
of Trustee and Paying Agent.

    


    The
Trustee or any Paying Agent may continue to make payments on the Securities
until it receives written notice of facts that would cause a payment of
principal of or interest on the Securities to violate this Article. Only the
Company, a Representative or a holder of an issue of Senior Debt that has no
Representative may give the written notice.

    


    The
Trustee has no fiduciary duty to the holders of Senior Debt other than as
created under this Indenture. The Trustee in its individual or any other
capacity may hold Senior Debt with the same rights it would have if it were not
Trustee.

    


    The
Company's obligation to pay, and the Company's payment of, the amounts required
by Section 606 are excluded from the operation of this Article
Seventeen.

    


    SECTION 1712. Payment
Permitted in Certain Situations.

    


    Nothing
contained in this Article or elsewhere in this Indenture or in any of the
Securities shall prevent (a) the Company, at any time except during the pendency
of any case, proceeding, dissolution, liquidation or other winding up,
assignment for the benefit of creditors or other marshalling of assets and
liabilities of the Company referred to in Section 1702 or under the conditions
described in Section 1703 or 1704, from making payments at any time of or on
account of the principal of, premium, if any, Additional Amounts, if any or
interest on the Securities or on account of the purchase or other acquisition of
the Securities, or (b) the application by the Trustee of any money deposited
with it hereunder to the payment of or on account of the principal of, premium,
if any, Additional Amounts, if any, or interest on the Securities or the
retention of such payment by the Holders, if, at the time of such application by
the Trustee, it did not have knowledge (in accordance with Section 1706) that
such payment would have been prohibited by the provisions of this
Article.

    


    SECTION 1713. Trustee
to Effectuate Subordination.

    


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

    


    SECTION 1714. Reliance
on Judicial Order or Certificate of Liquidating Agent.

    


    Upon any
payment or distribution of assets of the Company referred to in this Article,
the Trustee, subject to the provisions of Section 601, and the Holders of the
Securities shall be entitled to conclusively rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Debt and other indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article.

     

    
 

    
      
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    SECTION 1715. Article
Applicable to Paying Agents.

    


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

    


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

    


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

    


    THE SAVANNAH BANCORP,
INC.

    


    By:                                                                           

    Name:                                                                           

    Title:                                                                           

    


    [●], as Trustee

    


    By:                                                                           

    Name:                                                                           

    Title:                                                                           

    



    
      
        
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    EXHIBIT
A-1

    


    FORM OF
CERTIFICATE TO BE GIVEN BY PERSON ENTITLED

    TO
RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST

    PAYABLE
PRIOR TO THE EXCHANGE DATE

    CERTIFICATE

    


    [Insert
title or sufficient description of Securities to be delivered]

    


    This is
to certify that, as of the date hereof, and except as set forth below, the
above-captioned Securities held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States, domestic
companies, or any estate or trust the income of which is subject to United
States federal income taxation regardless of its source (“United States
person(s)”), (ii) are owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in United States Treasury Regulations Section 1.165-12(c)(1)(v) are
herein referred to as “financial institutions”) purchasing for their own account
or for resale, or (b) United States person(s) who acquired the Securities
through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you may
advise The Savannah Bancorp, Inc. or its agent that such financial institution
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
United States Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in
addition, if the owner is a United States or foreign financial institution
described in clause (iii) above (whether or not also described in clause (i) or
(ii)), this is to further certify that such financial institution has not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its
possessions.

    


    As used
herein, “United States” means the United States of America (including the States
and the District of Columbia); and “possessions” include Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.

    


    We
undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the above- captioned
Securities held by you for our account in accordance with your operating
procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.

    


    This
certificate excepts and does not relate to [U.S. $]_________ of such interest in
the above-captioned Securities in respect of which we are not able to certify
and as to which we understand an exchange for an interest in a permanent global
Security or an exchange for and delivery of definitive Securities (or, if
relevant, collection of any interest) cannot be made until we do so
certify.

     

    
 

    
      
        A-1-1

      

      
        
        

        
          

        

      

      
        
        

      

    

    We
understand that this certificate may be required in connection with certain tax
legislation in the United States. If administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this certificate or a copy
thereof to any interested party in such proceedings.

    


    Dated:  _________________,
200_

    


    [To be
dated no earlier than the 15th day prior to (i) the Exchange Date or (ii) the
relevant Interest Payment Date occurring prior to the Exchange Date, as
applicable]

    


    [Name of Person Making
Certification]

    (Authorized Signatory)

    


    Name:                                                                           

    Title:                                                                           


    
      
        
          A-1-2

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A-2

    


    FORM OF
CERTIFICATE TO BE GIVEN BY EUROCLEAR

    AND
CLEARSTREAM. IN CONNECTION WITH THE EXCHANGE

    OF A
PORTION OF A TEMPORARY GLOBAL SECURITY OR TO

    OBTAIN
INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

    CERTIFICATE

    


    [Insert
title or sufficient description of Securities to be delivered]

    


    This is
to certify that, based solely on written certifications that we have received in
writing, by tested telex or by electronic transmission from each of the persons
appearing in our records as persons entitled to a portion of the principal
amount set forth below (our “Member Organizations”) substantially in the form
attached hereto, as of the date hereof, [U.S. $] ___________________ principal
amount of the above-captioned Securities (i) is owned by person(s) that are not
citizens or residents of the United States, domestic companies, domestic
corporations or any estate or trust the income of which is subject to United
States Federal income taxation regardless of its source (“United States
person(s)”), (ii) is owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein
referred to as “financial institutions”) purchasing for their own account or for
resale, or (b) United States person(s) who acquired the Securities through
foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such financial institution has agreed, on
its own behalf or through its agent, that we may advise The Savannah Bancorp,
Inc. or its agent that such financial institution will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by United
States or foreign financial institution(s) for purposes of resale during the
restricted period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that financial institutions
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

    


    As used
herein, “United States” means the United States of America (including the States
and the District of Columbia); and its “possessions” include Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.

    


    We
further certify that (i) we are not making available herewith for exchange (or,
if relevant, collection of any interest) any portion of the temporary global
Security representing the above captioned Securities excepted in the
above-referenced certificates of Member Organizations and (ii) as of the date
hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

     

    
 

    
      
        A-2-1

      

      
        
        

        
          

        

      

      
        
        

      

    

    We
understand that this certification is required in connection with certain tax
legislation in the United States. If administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this certificate or a copy
thereof to any interested party in such proceedings.

    


    Dated:
____________ 200_

    


    [To be
dated no earlier than the Exchange Date or the relevant Interest Payment Date
occurring prior to the Exchange Date, as applicable]

    


    
      	
               
      

            	
              [Euroclear
      Bank S.A.], as Operator of the Euroclear
System

            


    

    [Clearstream Banking, societe
anonyme,]

    


    


    By:                                                                           


    
      
        
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    EXHIBIT
B

    


    FORM
OF

    EXCHANGE
RATE OFFICER'S CERTIFICATE

    


    The
undersigned, ______________________________, an officer of The Savannah Bancorp,
Inc., a Georgia corporation (the “Company”), in accordance with the terms of the
Indenture, dated as of _________________, 2009, between the Company and
[●], as Trustee (the “Indenture”), and pursuant to authority delegated by the
Board of Directors of the Company to the undersigned in resolutions duly adopted
by such Board at a meeting duly called and held on __________, _______ (the
“Resolutions”), does hereby certify that:

    


    1.           The
[exchange rate] [applicable bid quotation] in respect of the payment to be made
on [insert date] by the Company with respect to its [insert title of security]
is ____________________.

    


    2.           The
amount payable on [insert date] in respect of the Company's [insert title of
security] is ______________ per [$1,000] principal amount of such
security.

    


    IN
WITNESS WHEREOF, I have hereunto signed by name.

    


    Dated:_____________________                                                                Name:                                                                           

    Title:                                                                           

     

     

    B-1