exv4w12



 





 




ODYSSEY RE HOLDINGS CORP.,

as Issuer




INDENTURE

Dated as of February 22, 2006




WILMINGTON TRUST COMPANY,

as Trustee




FLOATING RATE SENIOR DEBENTURES, SERIES A



 





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I. DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	Section 1.1. Definitions
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II. DEBENTURES
	 	 	6	 
	 
	 	 	 	 
	Section 2.1. Authentication and Dating
	 	 	6	 
	Section 2.2.  Form of Trustee’s Certificate of Authentication
	 	 	7	 
	Section 2.3.  Form and Denomination of Debentures
	 	 	7	 
	Section 2.4.  Execution of Debentures
	 	 	8	 
	Section 2.5. Exchange and Registration of Transfer of Debentures
	 	 	8	 
	Section 2.6. Mutilated, Destroyed, Lost or Stolen Debentures
	 	 	11	 
	Section 2.7. Temporary Debentures
	 	 	12	 
	Section 2.8. Payment of Interest and Additional Interest
	 	 	12	 
	Section 2.9. Cancellation of Debentures Paid, etc
	 	 	14	 
	Section 2.10. Computation of Interest
	 	 	14	 
	Section 2.11. CUSIP Numbers
	 	 	16	 
	Section 2.12. Book-Entry Debentures
	 	 	16	 
	Section 2.13. Ranking
	 	 	18	 
	 
	 	 	 	 
	ARTICLE III. PARTICULAR COVENANTS OF THE COMPANY
	 	 	18	 
	 
	 	 	 	 
	Section 3.1. Payment of Principal, Premium and Interest; Agreed Treatment of the
Debentures
	 	 	18	 
	Section 3.2. Offices for Notices and Payments, etc
	 	 	18	 
	Section 3.3. Appointments to Fill Vacancies in Trustee’s Office
	 	 	19	 
	Section 3.4. Provision as to Paying Agent
	 	 	19	 
	Section 3.5. Payment of Taxes and Other Claims
	 	 	20	 
	Section 3.6. Intentionally Omitted
	 	 	20	 
	Section 3.7. No Disposition
	 	 	20	 
	Section 3.8. Negative Pledge
	 	 	21	 
	Section 3.9. Certificate to Trustee
	 	 	21	 
	Section 3.10. Waiver of Certain Covenants
	 	 	21	 
	Section 3.11. Existence
	 	 	21	 
	Section 3.12. Compliance with Consolidation Provisions
	 	 	21	 
	Section 3.13. Delivery of Restatement Completion Certificate
	 	 	21	 
	 
	 	 	 	 
	ARTICLE IV. SECURITYHOLDERS LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
	 	 	22	 
	 
	 	 	 	 
	Section 4.1. Securityholders Lists
	 	 	22	 
	Section 4.2. Preservation and Disclosure of Lists
	 	 	22	 









i









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT
	 	 	23	 
	 
	Section 5.1. Events of Default
	 	 	23	 
	Section 5.2. Acceleration of Maturity; Rescission and Annulment
	 	 	25	 
	Section 5.3. Payment of Debentures on Default; Suit Therefor
	 	 	25	 
	Section 5.4. Application of Moneys Collected by Trustee
	 	 	27	 
	Section 5.5. Proceedings by Securityholders
	 	 	27	 
	Section 5.6. Proceedings by Trustee
	 	 	28	 
	Section 5.7. Restoration of Rights and Remedies
	 	 	28	 
	Section 5.8. Remedies Cumulative and Continuing; Delay or Omission Not a Waiver
	 	 	28	 
	Section 5.9. Direction of Proceedings and Waiver of Defaults by Majority of
Securityholders
	 	 	29	 
	Section 5.10. Notice of Defaults
	 	 	29	 
	Section 5.11. Undertaking to Pay Costs
	 	 	29	 
	Section 5.12. Waiver of Stay or Extension Laws
	 	 	30	 
	 
	 	 	 	 
	ARTICLE VI. CONCERNING THE TRUSTEE
	 	 	30	 
	 
	 	 	 	 
	Section 6.1. Duties and Responsibilities of Trustee
	 	 	30	 
	Section 6.2. Reliance on Documents, Opinions, etc
	 	 	31	 
	Section 6.3. No Responsibility for Recitals, etc
	 	 	32	 
	Section 6.4. Trustee, Authenticating Agent, Paying Agents, Transfer Agents or
Registrar May Own Debentures
	 	 	32	 
	Section 6.5. Moneys to be Held in Trust
	 	 	32	 
	Section 6.6. Compensation and Expenses of Trustee
	 	 	33	 
	Section 6.7. Officers’ Certificate as Evidence
	 	 	33	 
	Section 6.8. Eligibility of Trustee
	 	 	34	 
	Section 6.9. Resignation or Removal of Trustee
	 	 	34	 
	Section 6.10. Acceptance by Successor Trustee
	 	 	35	 
	Section 6.11. Succession by Merger, etc
	 	 	36	 
	Section 6.12. Authenticating Agents
	 	 	37	 
	 
	 	 	 	 
	ARTICLE VII. CONCERNING THE SECURITYHOLDERS
	 	 	38	 
	 
	 	 	 	 
	Section 7.1. Action by Securityholders
	 	 	38	 
	Section 7.2. Proof of Execution by Securityholders
	 	 	38	 
	Section 7.3. Who Are Deemed Absolute Owners
	 	 	39	 
	Section 7.4. Debentures Owned by Company Deemed Not Outstanding
	 	 	39	 
	Section 7.5. Revocation of Consents; Future Holders Bound
	 	 	39	 
	 
	 	 	 	 
	ARTICLE
VIII. SECURITYHOLDERS MEETINGS
	 	 	40	 
	 
	 	 	 	 
	Section 8.1. Purposes of Meetings
	 	 	40	 
	Section 8.2. Call of Meetings by Trustee
	 	 	40	 
	Section 8.3. Call of Meetings by Company or Securityholders
	 	 	40	 
	Section 8.4. Qualifications for Voting
	 	 	40	 
	Section 8.5. Regulations
	 	 	41	 






ii




 









 








	 	 	 	 	 
	 	 	Page	 
	Section 8.6. Voting
	 	 	41	 
	Section 8.7. Quorum; Actions
	 	 	41	 
	 
	 	 	 	 
	ARTICLE IX. SUPPLEMENTAL INDENTURES
	 	 	42	 
	 
	 	 	 	 
	Section 9.1. Supplemental Indentures without Consent of Securityholders
	 	 	42	 
	Section 9.2. Supplemental Indentures with Consent of Securityholders
	 	 	43	 
	Section 9.3. Effect of Supplemental Indentures
	 	 	44	 
	Section 9.4. Notation on Debentures
	 	 	44	 
	Section 9.5. Evidence of Compliance of Supplemental Indenture to be Furnished to
Trustee
	 	 	45	 
	 
	 	 	 	 
	ARTICLE X. REDEMPTION OF SECURITIES
	 	 	45	 
	 
	 	 	 	 
	Section 10.1. Optional Redemption
	 	 	45	 
	Section 10.2. Notice of Redemption; Selection of Debentures
	 	 	45	 
	Section 10.3. Payment of Debentures Called for Redemption
	 	 	46	 
	 
	 	 	 	 
	ARTICLE XI. CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE
	 	 	46	 
	 
	 	 	 	 
	Section 11.1. Company May Consolidate, etc., on Certain Terms
	 	 	46	 
	Section 11.2. Successor Entity to be Substituted
	 	 	46	 
	Section 11.3. Opinion of Counsel to be Given to Trustee
	 	 	47	 
	 
	 	 	 	 
	ARTICLE XII. SATISFACTION AND DISCHARGE OF INDENTURE
	 	 	47	 
	 
	 	 	 	 
	Section 12.1. Discharge of Indenture
	 	 	47	 
	Section 12.2. Deposited Moneys to be Held in Trust by Trustee
	 	 	48	 
	Section 12.3. Paying Agent to Repay Moneys Held
	 	 	48	 
	Section 12.4. Return of Unclaimed Moneys
	 	 	48	 
	 
	 	 	 	 
	ARTICLE
XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
	 	 	48	 
	 
	 	 	 	 
	Section 13.1. Indenture and Debentures Solely Corporate Obligations
	 	 	48	 
	 
	 	 	 	 
	ARTICLE XIV. MISCELLANEOUS PROVISIONS
	 	 	49	 
	 
	 	 	 	 
	Section 14.1. Successors
	 	 	49	 
	Section 14.2. Official Acts by Successor Entity
	 	 	49	 
	Section 14.3. Surrender of Company Powers
	 	 	49	 
	Section 14.4. Addresses for Notices, etc
	 	 	49	 
	Section 14.5. Governing Law
	 	 	49	 
	Section 14.6. Evidence of Compliance with Conditions Precedent
	 	 	50	 
	Section 14.7. Table of Contents, Headings, etc
	 	 	50	 
	Section 14.8. Execution in Counterparts
	 	 	50	 
	Section 14.9. Severability
	 	 	50	 
	Section 14.10. Assignment
	 	 	50	 
	 
	 	 	 	 
	Exhibit A            Form of Floating Rate Senior Debenture
	 	 	 	 






iii




 









 







Exhibit B-1    Form of Transferor Certificate to be Executed by QIBs



Exhibit B-2    Form of Transferee Certificate to be Executed by Transferees Other than QIBs




iv




 









 





     THIS INDENTURE, dated as of February 22, 2006, between Odyssey Re Holdings Corp., a
corporation organized under the laws of Delaware (the “Company”), and Wilmington Trust
Company, a banking corporation organized under the laws of the State of Delaware, as debenture
trustee (the “Trustee”).



WITNESSETH:




     WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of
its Floating Rate Senior Debentures, Series A (the “Debentures”) under this Indenture to
provide, among other things, for the execution and authentication, delivery and administration
thereof, and the Company has duly authorized the execution of this Indenture; and



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



     NOW, THEREFORE, in consideration of the premises, and the purchase of the Debentures by the
holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate
benefit of the respective holders from time to time of the Debentures as follows:



ARTICLE I.

DEFINITIONS




     Section 1.1. Definitions. The terms defined in this Section 1.1 (except as herein
otherwise expressly provided or unless the context otherwise requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective meanings specified in
this Section 1.1. All accounting terms used herein and not expressly defined shall have the
meanings assigned to such terms in accordance with generally accepted accounting principles and the
term “generally accepted accounting principles” means such accounting principles as are generally
accepted in the United States at the time of any computation. The words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.



     “Additional Interest” means interest, if any, that shall accrue on any interest on the
Debentures the payment of which has not been made on the applicable Interest Payment Date and which
shall accrue at the Interest Rate, compounded quarterly (to the extent permitted by law).



     “Affiliate” has the same meaning as given to that term in Rule 405 under the
Securities Act or any successor rule thereunder.



     “Applicable Depository Procedures” means, with respect to any transfer or transaction
involving a Book-Entry Debenture, the rules and procedures of the Depository for such Book-Entry
Debenture, in each case to the extent applicable to such transaction and as in effect from time to
time.



     “Authenticating Agent” means any agent or agents of the Trustee which at the time
shall be appointed and acting pursuant to Section 6.12.



 









 





     “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for
the relief of debtors.



     “Board of Directors” means the board of directors or the executive committee or any
other duly authorized designated officers of the Company.



     “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 and to be in
full force and effect on the date of such certification and delivered to the Trustee.



     “Book-Entry Debenture” means a Debenture, the ownership and transfers of which shall
be made through book entries by a Depository.



     “Business Day” means any day other than a Saturday, Sunday or any other day on which
banking institutions in New York City or Wilmington, Delaware are permitted or required by any
applicable law to close.



     “Certificate” means a certificate signed by any one of the principal executive
officer, the principal financial officer or the principal accounting officer of the Company.



     “Commission” means the Securities and Exchange Commission.



     “Company” means Odyssey Re Holdings Corp., a Delaware corporation, and, subject to the
provisions of Article XI, shall include its successors and assigns.



     “Coupon Rate” has the meaning set forth in Section 2.8.



     “Daily Interest Rates” shall mean the quotient obtained by dividing the applicable
Coupon Rate by the total number of days in the Distribution Period.



     “Debenture” or “Debentures” means a Global Debenture or a Definitive
Debenture, as applicable.



     “Debenture Register” has the meaning specified in Section 2.5.



     “Default” means any event, act or condition that with notice or lapse of time, or
both, would constitute an Event of Default.



     “Defaulted Interest” has the meaning set forth in Section 2.8.



     “Definitive Debenture” means Debentures issued in certificated, fully registered form
that are not Global Debentures.



     “Depository” means an organization registered as a clearing agency under the Exchange
Act that is designated as Depository by the Company or any successor thereto. DTC will be the
initial Depository.



 









 





     “Depository Participant” means a broker, dealer, bank, other financial institution or
other Person for whom from time to time the Depository effects book-entry transfers and pledges of
securities deposited with the Depository.



     “Determination Date” has the meaning set forth in Section 2.10.



     “Distribution Period” means (i) with respect to interest paid on the first Interest
Payment Date, the period beginning on (and including) the date of original issuance and ending on
(but excluding) the Interest Payment Date in June 2006 and (ii) thereafter, with respect to each
Interest Payment Date, the period beginning on (and including) the preceding Interest Payment Date
and ending on (but excluding) such current Interest Payment Date.



     “DTC” means The Depository Trust Company or any successor thereto.




     “Event of Default” means any event specified in Section 5.1, continued for the period
of time, if any, and after the giving of the notice, if any, therein designated.



     “Exchange Act” means the Securities Exchange Act of 1934, and any successor statute
thereto, in each case as amended from time to time.



     “Fair Value” has the meaning set forth in Section 3.5.



     “Global Debenture” means a Debenture Certificate evidencing ownership of Book-Entry
Debentures.



     “Indebtedness” of any person means the principal of, premium, if any, and interest
due on indebtedness of such Person, whether outstanding on the date of this Indenture or thereafter
created, incurred or assumed, which is (a) indebtedness for money borrowed, and (b) any amendments,
renewals, extensions, modifications and refundings of any such indebtedness. For the purposes of
this definition, “indebtedness for money borrowed” means (i) any obligation of, or any obligation
guaranteed by, such Person for the repayment of borrowed money, whether or not evidenced by bonds,
debentures, notes or other written instruments, (ii) any obligation of, or any such obligation
guaranteed by, such Person evidenced by bonds, debentures, notes or similar written instruments,
including obligations assumed or incurred in connection with the acquisition of property, assets or
businesses (provided, however, that the deferred purchase price of any other
business or property or assets shall not be considered Indebtedness if the purchase price thereof
is payable in full within 90 days from the date on which such indebtedness was created), (iii) any
obligations of such Person as lessee under leases required to be capitalized on the balance sheet
of the lessee under generally accepted accounting principles in the United States and leases of
property or assets made as part of any sale and lease-back transaction to which such Person is a
party; and (iv) any obligation of, or any such obligation guaranteed by, any Person for the payment
of amounts due under a swap agreement or other similar instrument or agreement or foreign currency
hedge exchange or similar instrument or agreement.



     “Indenture” means this instrument as originally executed or, if amended or
supplemented as herein provided, as so amended or supplemented, or both.



 









 





     “Interest Payment Date” means each March 15, June 15, September 15 and December 15 of
each year during the term of this Indenture, or if any such day is not a Business Day, then the
next succeeding Business Day, commencing in June 2006.



     “Interest Rate” means for the period beginning on (and including) the date of original
issuance and ending on (but excluding) the Interest Payment Date in June 2006 the rate per annum of
6.970% and for each Distribution Period thereafter, the Coupon Rate for such Distribution Period.



     “Liquidation Amount” means the principal amount of the Debentures.



     “Maturity Date” means July 2, 2006, at which time the Debentures shall be redeemed at
a premium price of 102.00%; provided, however, that if the Company completes the Restatement and
files the reports related thereto with the Commission on or prior to July 1, 2006, from and after
the date of such filing with the Commission, “Maturity Date” shall mean March 15, 2021.



     “Officers’ Certificate” means a certificate signed by the Chief Executive Officer, the
Vice Chairman, the President, any Vice President, and by the Chief Financial Officer, the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and
delivered to the Trustee. Each such certificate shall include the statements provided for in
Section 14.6 if and to the extent required by the provisions of such Section.



     “Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be
an employee of or counsel to the Company, or may be other counsel reasonably satisfactory to the
Trustee. Each such opinion shall include the statements provided for in Section 14.6 if and to the
extent required by the provisions of such Section.



     The term “outstanding,” when used with reference to Debentures, means, subject to the
provisions of Section 7.4, as of any particular time, all Debentures authenticated and delivered by
the Trustee or the Authenticating Agent under this Indenture, except:



     (a) Debentures represented by a Global Debenture with respect to which the Trustee has
effected a reduction in the interests represented thereby pursuant to the terms hereof;



     (b) Debentures theretofore canceled by the Trustee or the Authenticating Agent or delivered to
the Trustee for cancellation;



     (c) Debentures, or portions thereof, for the payment or redemption of which moneys in the
necessary amount shall have been deposited in trust with the Trustee or with any paying agent
(other than the Company) or shall have been set aside and segregated in trust by the Company (if
the Company shall act as its own paying agent); provided, however, that, if such
Debentures, or portions thereof, are to be redeemed prior to maturity thereof, notice of such
redemption shall have been given as provided in Section 10.2 or provision satisfactory to the
Trustee shall have been made for giving such notice; and



     (d) Debentures paid pursuant to Section 2.6 or in lieu of or in substitution for which other
Debentures shall have been authenticated and delivered pursuant to the terms of



 









 




Section 2.6 unless proof satisfactory to the Company and the Trustee is presented that any
such Debentures are held by bona fide holders in due course.




     “Owner” means each Person who is the beneficial owner of Book-Entry Debentures as
reflected in the records of the Depository or, if a Depository Participant is not the beneficial
owner, then the beneficial owner as reflected in the records of the Depository Participant.



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



     “Predecessor Security” of any particular Debenture means every previous Debenture
evidencing all or a portion of the same debt as that evidenced by such particular Debenture; and,
for purposes of this definition, any Debenture authenticated and delivered under Section 2.6 in
lieu of a lost, destroyed or stolen Debenture shall be deemed to evidence the same debt as the
lost, destroyed or stolen Debenture.



     “Principal Office of the Trustee,” or other similar term, means the office of the
Trustee, at which at any particular time its corporate trust business shall be principally
administered, which at the time of the execution of this Indenture shall be Rodney Square North,
1100 North Market Street, Wilmington, Delaware 19890.



     “QIB” means a “qualified institutional buyer” as defined in Rule 144A under the
Securities Act.



     “Redemption Date” has the meaning set forth in Section 10.1.



     “Redemption Price” means 100% of the principal amount of the debentures being
redeemed, plus accrued and unpaid interest (including any Additional Interest) on such Debentures
to the Redemption Date.



     “Responsible Officer” means, with respect to the Trustee, any officer within the
Principal Office of the Trustee, including any vice-president, any assistant vice-president, any
secretary, any assistant secretary, the treasurer, any assistant treasurer, any trust officer,
financial services officer or other officer of the Principal Trust Office of the Trustee
customarily performing functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of that officer’s knowledge of and familiarity with the particular
subject.



     “Restatement” means the restatement of the financial results of the Company,
reflecting changes to the accounting for certain reinsurance contracts, as described by the Company
in its Form 8-K filed with the Commission on February 10, 2006.



     “Restatement Completion Certificate” means a Certificate certifying that the
Company has completed the Restatement and filed the reports related thereto with the
Commission.



 









 





     “Securities Act” means the Securities Act of 1933, as amended from time to time or any
successor legislation.



     “Securityholder,” “holder of Debentures,” or other similar terms, means any
Person in whose name at the time a particular Debenture is registered on the register kept by the
Company or the Trustee for that purpose in accordance with the terms hereof.



     “Subsidiary” means with respect to any Person, (i) any corporation or limited
liability company at least a majority of the outstanding voting stock of which is owned, directly
or indirectly, by such Person or by one or more of its Subsidiaries, or by such Person and one or
more of its Subsidiaries, (ii) any general partnership, joint venture or similar entity, at least a
majority of the outstanding partnership or similar interests of which shall at the time be owned by
such Person, or by one or more of its Subsidiaries, or by such Person and one or more of its
Subsidiaries and (iii) any limited partnership of which such Person or any of its Subsidiaries is a
general partner. For the purposes of this definition, “voting stock” means shares, interests,
participations or other equivalents in the equity interest (however designated) in such Person
having ordinary voting power for the election of a majority of the directors (or the equivalent) of
such Person, other than shares, interests, participations or other equivalents having such power
only by reason of the occurrence of a contingency.



     “3-Month LIBOR” has the meaning set forth in Section 2.10.



     “Telerate Page 3750” has the meaning set forth in Section 2.10.



     “Trustee” means Wilmington Trust Company, and, subject to the provisions of Article VI
hereof, shall also include its successors and assigns as Trustee hereunder.



ARTICLE II.

DEBENTURES




     Section 2.1. Authentication and Dating. Upon the execution and delivery of this
Indenture, or from time to time thereafter, Debentures in an aggregate principal amount not in
excess of $50,000,000 may be executed and delivered by the Company to the Trustee for
authentication, and the Trustee shall thereupon authenticate and make available for delivery said
Debentures to or upon the written order of the Company, signed by its Chief Executive Officer, the
President, or one of its Vice Presidents without any further action by the Company hereunder. In
authenticating such Debentures, and accepting the additional responsibilities under this Indenture
in relation to such Debentures, the Trustee shall be entitled to receive, and (subject to Section
6.1) shall be fully protected in relying upon:



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



     (b) an Opinion of Counsel prepared in accordance with Section 14.6 which shall also state:



 









 






     (1) that such Debentures, when authenticated and delivered by the Trustee and issued by
the Company in each case in the manner and subject to any conditions specified in such
Opinion of Counsel, will have been duly authorized, executed and delivered by the Company,
will be entitled to the benefits of this Indenture and will be legal, valid and binding
obligations of the Company enforceable against the Company in accordance with their terms,
subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium
and other laws affecting the rights and remedies of creditors generally and of general
principles of equity; and




     (2) that all laws and requirements in respect of the execution and delivery by the
Company of the Debentures have been complied with and that authentication and delivery of
the Debentures by the Trustee will not violate the terms of this Indenture.



     The Trustee shall have the right to decline to authenticate and deliver any Debentures under
this Section if the Trustee, being advised in writing by counsel, determines that such action may
not lawfully be taken or if a Responsible Officer of the Trustee in good faith shall determine that
such action would expose the Trustee to personal liability to existing holders.



     The Debentures issued to QIBs shall be, except as provided in Section 2.12, Book-Entry
Debentures issued in the form of one or more Global Debentures registered in the name of the
Depository, or its nominee and deposited with the Depository or a custodian for the Depository for
credit by the Depository to the respective accounts of the Depository Participants thereof (or such
other accounts as they may direct). The Debentures issued to a Person other than a QIB shall be
issued in the form of Definitive Debenture Certificates.



     The Definitive Debentures shall be typed, printed, lithographed or engraved on steel engraved
borders or may be produced in any other manner, all as determined by the officers executing such
Debentures, as evidenced by their execution of such Debentures.



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



     This is one of the Debentures referred to in the within-mentioned Indenture.



     Wilmington Trust Company, as Trustee



     By                                        

     Authorized Signer



     Section 2.3. Form and Denomination of Debentures. The Debentures shall be
substantially in the form of Exhibit A attached hereto. The Debentures shall be in registered,
certificated form without coupons and in minimum denominations of $100,000.00 and any multiple of
$1,000.00 in excess thereof. Any attempted transfer of the Debentures in a block having an
aggregate principal amount of less than $100,000.00 shall be deemed to be void and of no legal
effect whatsoever. Any such purported transferee shall be deemed not to be a holder of such
Debentures for any purpose, including, but not limited to the receipt of payments on such
Debentures, and such purported transferee shall be deemed to have no interest whatsoever in such
Debentures. The Debentures shall be numbered, lettered, or otherwise distinguished in such



 









 




manner or in accordance with such plans as the officers executing the same may determine with
the approval of the Trustee as evidenced by the execution and authentication thereof.




     Section 2.4. Execution of Debentures. The Debentures shall be signed in the name and
on behalf of the Company by the manual or facsimile signature of its Chief Executive Officer,
President, or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents.
Only such Debentures as shall bear thereon a certificate of authentication substantially in the
form herein before recited, executed by the Trustee or the Authenticating Agent by the manual
signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid
or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon
any Debenture executed by the Company shall be conclusive evidence that the Debenture so
authenticated has been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.



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



     Every Debenture shall be dated the date of its authentication.



     Section 2.5. Exchange and Registration of Transfer of Debentures. The Company shall
cause to be kept, at the office or agency maintained for the purpose of registration of transfer
and for exchange as provided in Section 3.2, a register (the “Debenture Register”) for the
Debentures issued hereunder in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration and transfer of all Debentures as in this Article II
provided. The Debenture Register shall be in written form or in any other form capable of being
converted into written form within a reasonable time.



     Debentures to be exchanged may be surrendered at the Principal Office of the Trustee or at any
office or agency to be maintained by the Company for such purpose as provided in Section 3.2, and
the Company shall execute, the Company or the Trustee shall register and the Trustee or the
Authenticating Agent shall authenticate and make available for delivery in exchange therefor the
Debenture or Debentures which the Securityholder making the exchange shall be entitled to receive.
Upon due presentment for registration of transfer of any Debenture at the Principal Office of the
Trustee or at any office or agency of the Company maintained for such purpose as provided in
Section 3.2, the Company shall execute, the Company or the Trustee shall register and the Trustee
or the Authenticating Agent shall authenticate and make available for delivery in the name of the
transferee or transferees a new Debenture for a like aggregate principal amount. Registration or
registration of transfer of any Debenture by the Trustee or by any agent of the Company appointed
pursuant to Section 3.2, and delivery of such Debenture, shall be deemed to complete the
registration or registration of transfer of such Debenture.



 









 





     All Debentures presented for registration of transfer or for exchange or payment shall (if so
required by the Company or the Trustee or the Authenticating Agent) be duly endorsed by, or be
accompanied by a written instrument or instruments of transfer in form satisfactory to the Company
and the Trustee or the Authenticating Agent duly executed by the holder or his attorney duly
authorized in writing and (i) if such Debenture is being transferred to a QIB, accompanied by a
certificate of the transferor substantially in the form set forth as Exhibit B-1 hereto or (ii) if
such Debenture is being transferred otherwise than to a QIB, accompanied by a certificate of the
transferee substantially in the form set forth as Exhibit B-2 hereto.



     No service charge shall be made for any exchange or registration of transfer of Debentures,
but the Company or the Trustee may require payment of a sum sufficient to cover any tax, fee or
other governmental charge that may be imposed in connection therewith.



     The Company or the Trustee shall not be required to exchange or register a transfer of any
Debenture for a period of 15 days next preceding the date of selection of Debentures for
redemption.



     Notwithstanding anything herein to the contrary, Debentures may not be transferred except in
compliance with the restricted securities legend set forth below, unless otherwise determined by
the Company, upon the advice of counsel expert in securities law, in accordance with applicable
law:



     [IF THIS SECURITY IS A GLOBAL SECURITY INSERT: THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY
TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC. THIS DEBENTURE IS EXCHANGEABLE FOR DEBENTURES
REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS DEBENTURE (OTHER THAN A TRANSFER OF THIS
DEBENTURE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF
DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.



     UNLESS THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO ODYSSEY RE
HOLDINGS CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEBENTURE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]



     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW. NEITHER THIS
SECURITY NOR



 









 




ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN
ACCORDANCE WITH RULE 144A, (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A) OF RULE 501 UNDER THE
SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR
SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO
ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE
INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.




     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT
IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT
TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, AND
NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST
THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER U.S.
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR
ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY
PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY
ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE
MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A
TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN



 









 




EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO
APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.




     THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE
PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.00 AND MULTIPLES OF $1,000.00 IN EXCESS THEREOF. ANY
ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN
$100,000.00 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.



     THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.



     THIS SECURITY IS IN REGISTERED FORM WITHIN THE MEANING OF TREASURY REGULATIONS SECTION
1.871-14(c)(1)(i) FOR U.S. FEDERAL INCOME AND WITHHOLDING TAX PURPOSES.



     IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE
TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.



     Section 2.6. Mutilated, Destroyed, Lost or Stolen Debentures. In case any Debenture
shall become mutilated or be destroyed, lost or stolen, the Company shall execute, and upon its
written request the Trustee shall authenticate and deliver, a new Debenture bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated Debenture, or in lieu
of and in substitution for the Debenture so destroyed, lost or stolen. In every case the applicant
for a substituted Debenture shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of destruction, loss
or theft, the applicant shall also furnish to the Company and the Trustee evidence to their
satisfaction of the destruction, loss or theft of such Debenture and of the ownership thereof.



     The Trustee may authenticate any such substituted Debenture and deliver the same upon the
written request or authorization of any officer of the Company. Upon the issuance of any
substituted Debenture, 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 connected
therewith. In case any Debenture which has matured or is about to mature or has been called for
redemption in full shall become mutilated or be destroyed, lost or stolen, the Company may, instead
of issuing a substitute Debenture, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated Debenture) if the applicant for such payment shall
furnish to the Company and the Trustee such security or indemnity as may be required by them to
save each of them harmless and, in case of destruction, loss or theft,



 









 




evidence satisfactory to the Company and to the Trustee of the destruction, loss or theft of
such Debenture and of the ownership thereof.




     Every substituted Debenture issued pursuant to the provisions of this Section 2.6 by virtue of
the fact that any such Debenture is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company, whether or not the destroyed, lost or stolen Debenture shall
be found at any time, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Debentures duly issued hereunder. All Debentures shall be
held and owned upon the express condition that, to the extent permitted by applicable law, the
foregoing provisions are exclusive with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Debentures and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to
the replacement or payment of negotiable instruments or other securities without their surrender.



     Section 2.7. Temporary Debentures. Pending the preparation of Definitive Debentures,
the Company may execute and the Trustee shall authenticate and make available for delivery
temporary Debentures that are typed, printed or lithographed. Temporary Debentures shall be
issuable in any authorized denomination, and substantially in the form of the Definitive Debentures
in lieu of which they are issued but with such omissions, insertions and variations as may be
appropriate for temporary Debentures, all as may be determined by the Company. Every such
temporary Debenture shall be executed by the Company and be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with the same effect, as the Definitive
Debentures. Without unreasonable delay the Company will execute and deliver to the Trustee or the
Authenticating Agent Definitive Debentures and thereupon any or all temporary Debentures may be
surrendered in exchange therefor, at the principal corporate trust office of the Trustee or at any
office or agency maintained by the Company for such purpose as provided in Section 3.2, and the
Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange
for such temporary Debentures a like aggregate principal amount of such Definitive Debentures.
Such exchange shall be made by the Company at its own expense and without any charge therefor
except that in case of any such exchange involving a registration of transfer the Company may
require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be
imposed in relation thereto. Until so exchanged, the temporary Debentures shall in all respects be
entitled to the same benefits under this Indenture as Definitive Debentures authenticated and
delivered hereunder.



     Section 2.8. Payment of Interest and Additional Interest. Interest at the Interest
Rate and any Additional Interest on any Debenture that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date for Debentures shall be paid to the Person in whose name
said Debenture (or one or more Predecessor Securities) is registered at the close of business on
the regular record date for such interest installment except that interest and any Additional
Interest payable on the Maturity Date shall be paid to the Person to whom principal is paid.



     Each Debenture shall bear interest for the period beginning on (and including) the date of
original issuance and ending on (but excluding) the Interest Payment Date in June 2006 at a rate



 









 




per annum of 6.970%, and shall bear interest for each successive Distribution Period beginning
on or after the Interest Payment Date in June 2006 at a rate per annum equal to the 3-Month LIBOR,
determined as described in Section 2.10, plus 2.20% (the “Coupon Rate”), applied to the
principal amount thereof, until the principal thereof becomes due and payable, and on any overdue
principal and to the extent that payment of such interest is enforceable under applicable law
(without duplication) on any overdue installment of interest (including Additional Interest) at the
Interest Rate in effect for each applicable period compounded quarterly. Interest shall be payable
quarterly in arrears on each Interest Payment Date with the first installment of interest to be
paid on the Interest Payment Date in June 2006.




     In the event that the Company fails to complete the Restatement and file the reports related
thereto with the Commission on or prior to March 16, 2006, each Debenture shall bear interest
beginning on March 17, 2006 at a rate per annum equal to the 3-Month LIBOR, determined as described
in Section 2.10, plus 3.20% (it being understood that the applicable Determination Date shall be
March 15, 2006), in lieu of the interest rate otherwise payable hereunder; provided, however, that
if the Company completes the Restatement and files the reports related thereto with the Commission
during any fiscal quarter of the Company, then each Debenture shall again bear interest at the rate
set forth in the next preceding paragraph from and including the first day of the next succeeding
fiscal quarter of the Company, it being understood that if different Coupon Rates are utilized
during the same Distribution Period, then the Calculation Agent shall calculate the interest
payable using a blended rate which is the sum of the Daily Interest Rates used during that
Distribution Period.



     Any interest on any Debenture, including Additional Interest, 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 on the relevant regular
record date by virtue of having been such holder; and such Defaulted Interest shall be paid by the
Company to the Persons in whose names such Debentures (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 at least 25 days prior to the date of the proposed payment of the amount of Defaulted
Interest proposed to be paid on each such Debenture and the date of the proposed payment, and at
the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money
when deposited to be held in trust for the benefit of the 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 not be more than 15 nor 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 Securityholder at its address as it appears in the Debenture 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



 









 




such Debentures (or their respective Predecessor Securities) are registered on such special
record date and shall be no longer payable.




     The Company may make payment of any Defaulted Interest on any Debentures in any other lawful
manner after notice given by the Company to the Trustee of the proposed payment method;
provided, however, the Trustee in its sole discretion deems such payment method to
be practical.



     The term “regular record date” as used in this Section shall mean the close of business on the
15th calendar day next preceding the applicable Interest Payment Date.



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



     Section 2.9. Cancellation of Debentures Paid, etc. All Debentures surrendered for the
purpose of payment, redemption, exchange or registration of transfer, shall, if surrendered to the
Company or any paying agent, be surrendered to the Trustee and promptly canceled by it, or, if
surrendered to the Trustee or any Authenticating Agent, shall be promptly canceled by it, and no
Debentures shall be issued in lieu thereof except as expressly permitted by any of the provisions
of this Indenture. All Debentures canceled by any Authenticating Agent shall be delivered to the
Trustee. The Trustee shall destroy all canceled Debentures unless the Company otherwise directs
the Trustee in writing. If the Company shall acquire any of the Debentures, however, such
acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by
such Debentures unless and until the same are surrendered to the Trustee for cancellation.



     Section 2.10. Computation of Interest. The amount of interest payable for each
Distribution Period will be calculated by applying the Interest Rate to the principal amount
outstanding at the commencement of the Distribution Period and multiplying each such amount by the
actual number of days in the Distribution Period concerned divided by 360. All percentages
resulting from any calculations on the Debentures will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded
upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655), and all dollar
amounts used in or resulting from such calculation will be rounded to the nearest cent (with
one-half cent being rounded upward)).



     (a) “3-Month LIBOR” means the London interbank offered interest rate for three-month,
U.S. dollar deposits determined by the Trustee in the following order of priority:




     (1) the rate (expressed as a percentage per annum) for U.S. dollar deposits having a
three-month maturity that appears on Telerate Page 3750 as of 11:00 a.m. (London time) on
the related Determination Date (as defined below). “Telerate Page 3750” means the display
designated as “Page 3750” on the Moneyline Telerate Service or such other page as may
replace Page 3750 on that service or such other service or services as may be nominated by
the British Bankers’ Association as the information



 









 






vendor for the purpose of displaying London interbank offered rates for U.S. dollar
deposits;




     (2) if such rate cannot be identified on the related Determination Date, the Trustee
will request the principal London offices of four leading banks in the London interbank
market to provide such banks’ offered quotations (expressed as percentages per annum) to
prime banks in the London interbank market for U.S. dollar deposits having a three-month
maturity as of 11:00 a.m. (London time) on such Determination Date. If at least two
quotations are provided, 3-Month LIBOR will be the arithmetic mean of such quotations;




     (3) if fewer than two such quotations are provided as requested in clause (2) above,
the Trustee will request four major New York City banks to provide such banks’ offered
quotations (expressed as percentages per annum) to leading European banks for loans in U.S.
dollars as of 11:00 a.m. (London time) on such Determination Date. If at least two such
quotations are provided, 3-Month LIBOR will be the arithmetic mean of such quotations; and




     (4) if fewer than two such quotations are provided as requested in clause (3) above,
3-Month LIBOR will be a 3-Month LIBOR determined with respect to the Distribution Period
immediately preceding such current Distribution Period.



     If the rate for U.S. dollar deposits having a three-month maturity that initially appears on
Telerate Page 3750 as of 11:00 a.m. (London time) on the related Determination Date is superseded
on the Telerate Page 3750 by a corrected rate by 12:00 noon (London time) on such Determination
Date, then the corrected rate as so substituted on the applicable page will be the applicable
3-Month LIBOR for such Determination Date.



     (b) The Interest Rate for any Distribution Period will at no time be higher than the maximum
rate then permitted by New York law as the same may be modified by United States law.



     (c) “Determination Date” means the date that is two London Banking Days (i.e., a
business day in which dealings in deposits in U.S. dollars are transacted in the London interbank
market) preceding the particular Distribution Period for which a Coupon Rate is being determined.



     (d) The Trustee shall notify the Company and any securities exchange or interdealer quotation
system on which the Debentures are listed, of the Coupon Rate and the Determination Date for each
Distribution Period, in each case as soon as practicable after the determination thereof but in no
event later than the thirtieth (30th) day of the relevant Distribution Period. Failure to notify
the Company or any securities exchange or interdealer quotation system, or any defect in said
notice, shall not affect the obligation of the Company to make payment on the Debentures at the
applicable Coupon Rate. Any error in the calculation of the Coupon Rate by the Trustee may be
corrected at any time by notice delivered as above provided. Upon the request of a holder of a
Debenture, the Trustee shall provide the Coupon Rate then in effect and, if determined, the Coupon
Rate for the next Distribution Period.



 









 





     (e) Subject to the corrective rights set forth above, all certificates, communications,
opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained
for the purposes of the provisions relating to the payment and calculation of interest on the
Debentures by the Trustee will (in the absence of willful default, bad faith and manifest error) be
final, conclusive and binding on the Company and all of the holders of the Debentures, and no
liability shall (in the absence of willful default, bad faith or manifest error) attach to the
Trustee in connection with the exercise or non-exercise of its powers, duties and discretion.



     Section 2.11. CUSIP Numbers. The Company in issuing the Debentures may use “CUSIP”
numbers (if then generally in use), and, if so, the Trustee shall use CUSIP numbers in notices of
redemption as a convenience to Securityholders; provided, however, that any such
notice may state that no representation is made as to the correctness of such numbers either as
printed on the Debentures or as contained in any notice of a redemption and that reliance may be
placed only on the other identification numbers printed on the Debentures, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company will promptly
notify the Trustee in writing of any change in the CUSIP numbers.



     Section 2.12. Book-Entry Debentures.




     (a) A Global Debenture may be exchanged, in whole or in part, for Definitive Debenture
Certificates registered in the names of the Owners only if such exchange complies with Section 2.5
and (i) the Depository advises the Company and the Trustee in writing that the Depository is no
longer willing or able to properly discharge its responsibilities with respect to the Global
Debenture, and no qualified successor is appointed by the Company within ninety (90) days of
receipt of such notice, (ii) the Depository ceases to be a clearing agency registered under the
Exchange Act and the Company fails to appoint a qualified successor within ninety (90) days of
obtaining knowledge of such event, (iii) the Company at its option advises the Trustee in writing
that the Company elects to terminate the book-entry system through the Depository or (iv) an Event
of Default has occurred and is continuing. Upon the occurrence of any event specified in clause
(i), (ii), (iii) or (iv) above, the Company shall notify the Depository and instruct the Depository
to notify all Owners of Book-Entry Debentures and the Trustee of the occurrence of such event and
of the availability of the Definitive Debenture Certificates to Owners of the Debentures requesting
the same. Upon the issuance of Definitive Debenture Certificates, the Trustee shall recognize the
holders of the Definitive Debenture Certificates as holders of Debentures. Notwithstanding the
foregoing, if an Owner of a beneficial interest in a Global Debenture wishes at any time to
transfer an interest in such Global Debenture to a Person other than a QIB, such transfer shall be
effected, subject to the Applicable Depository Procedures, in accordance with the provisions of
this Section 2.12 and Section 2.5. A holder of a Definitive Debenture Certificate that is a QIB
may, upon request and in accordance with the provisions of this Section 2.12 and Section 2.5,
exchange such Definitive Debenture Certificate for a beneficial interest in a Global Debenture.



     (b) If any Global Debenture is to be exchanged for Definitive Debenture Certificates or
canceled in part, or if any Definitive Debenture Certificate is to be exchanged in whole or in part
for any Global Debenture, then either (i) such Global Debenture shall be so surrendered for
exchange or cancellation as provided in this Article II or (ii) the aggregate Liquidation Amount
represented by such Global Debenture shall be reduced, subject to Section 2.3, or increased by an



 









 




amount equal to the Liquidation Amount represented by that portion of the Global Debenture to
be so exchanged or canceled, or equal to the Liquidation Amount represented by such Definitive
Debenture Certificates to be so exchanged for any Global Debenture, as the case may be, by means of
an appropriate adjustment made on the records of the Registrar, whereupon the Trustee, in
accordance with the Applicable Depository Procedures, shall instruct the Depository or its
authorized representative to make a corresponding adjustment to its records. Upon any such
surrender to the Company or the Registrar of any Global Debentures by the Depository, accompanied
by registration instructions, the Company shall execute the Definitive Debenture Certificates, and
the Trustee shall authenticate the same, in accordance with the instructions of the Depository.
None of the Registrar, the Company or the Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be fully protected in relying on, such
instructions.




     (c) Every Definitive Debenture Certificate executed and delivered upon registration or
transfer of, or in exchange for or in lieu of, a Global Debenture or any portion thereof shall be
executed and delivered in the form of, and shall be, a Global Debenture, unless such Definitive
Debenture Certificate is registered in the name of a Person other than the Depository for such
Global Debenture or a nominee thereof.



     (d) The Depository or its nominee, as registered owner of a Global Debenture, shall be the
holder of such Global Debenture for all purposes under this Indenture and the Global Debenture, and
Owners with respect to a Global Debenture shall hold such interests pursuant to the Applicable
Depository Procedures. The Registrar, the Company and the Trustee shall be entitled to deal with
the Depository for all purposes of this Indenture relating to the Global Debenture (including the
payment of the Redemption Price of and Distributions on the Book-Entry Debenture represented
thereby and the giving of instructions or directions by Owners of Book-Entry Debentures represented
thereby and the giving of notices) as the sole holder of the Book-Entry Debentures represented
thereby and shall have no obligations to the Owners thereof. Neither the Trustee nor the Registrar
shall have any liability in respect of any transfers effected by the Depository.



     (e) The rights of the Owners of the Book-Entry Debentures shall be exercised only through the
Depository and shall be limited to those established by law, the Applicable Depository Procedures
and agreements between such Owners and the Depository and/or the Depository Participants; provided,
solely for the purpose of determining whether the holders of the requisite amount of Debentures
have voted on any matter provided for in this Indenture, to the extent that Debentures are
represented by a Global Debenture, the Company and the Trustee may conclusively rely on, and shall
be fully protected in relying on, any written instrument (including a proxy) delivered to the
Trustee by the Depository setting forth the Owners’ votes or assigning the right to vote on any
matter to any other Persons either in whole or in part. To the extent that Debentures are
represented by a Global Debenture, the initial Depository will make book-entry transfers among the
Depository Participants and receive and transmit payments on the Debentures that are represented by
a Global Debenture to such Depository Participants, and neither the Company nor the Trustees shall
have any responsibility or obligation with respect thereto.



 









 





     (f) To the extent that a notice or other communication to the holders is required under this
Indenture, for so long as Debentures are represented by a Global Debenture, the Company and the
Trustee shall give all such notices and communications to the Depository, and shall have no
obligations to the Owners.



     Section 2.13. Ranking. This Debenture shall rank pari passu with all other existing
and future unsecured senior indebtedness of the Company.



ARTICLE III.

PARTICULAR COVENANTS OF THE COMPANY




     Section 3.1. Payment of Principal, Premium and Interest; Agreed Treatment of the
Debentures.



     (a) The Company covenants and agrees that it will duly and punctually pay or cause to be paid
the principal of and premium, if any, and interest and other payments on the Debentures at the
place, at the respective times and in the manner provided in this Indenture and the Debentures.
Each installment of interest on the Debentures may be paid (i) by mailing checks for such interest
payable to the order of the holders of Debentures entitled thereto as they appear on the registry
books of the Company if a request for a wire transfer has not been received by the Company or (ii)
by wire transfer to any account with a banking institution located in the United States designated
in writing by such Person to the paying agent no later than the related record date.
Notwithstanding the foregoing, so long as the holder of a Debenture is DTC, the payment of the
principal of and interest on such Debenture will be made in immediately available funds at such
place and to such account as may be designated by DTC.



     (b) The Company will treat the Debentures as indebtedness of the Company that is in registered
form within the meaning of Treasury Regulations Section 1.871-14(c)(1)(i). The Company will
further treat the amounts payable in respect of the principal amount of such Debentures as interest
for all United States federal income tax purposes. Under current applicable law, all interest
payments in respect of such Debentures will be made free and clear of United States withholding tax
to any beneficial owner thereof that has provided an Internal Revenue Service Form W-8BEN (or any
substitute or successor form) establishing its non-United States status for United States federal
income and withholding tax purposes.



     Section 3.2. Offices for Notices and Payments, etc. So long as any of the Debentures
remain outstanding, the Company will maintain in Wilmington, Delaware, an office or agency where
the Debentures may be presented for payment, an office or agency where the Debentures may be
presented for registration of transfer and for exchange as in this Indenture provided and an office
or agency where notices and demands to or upon the Company in respect of the Debentures or of this
Indenture may be served. The Company will give to the Trustee written notice of the location of
any such office or agency and of any change of location thereof. Until otherwise designated from
time to time by the Company in a notice to the Trustee, or specified as contemplated by Section
2.5, such office or agency for all of the above purposes shall be the office or agency of the
Trustee. In case the Company shall fail to maintain any such office or agency in Wilmington,
Delaware, or shall fail to give such notice of the location or of any



 









 




change in the location thereof, presentations and demands may be made and notices may be
served at the Principal Office of the Trustee.




     In addition to any such office or agency, the Company may from time to time designate one or
more offices or agencies outside Wilmington, Delaware, where the Debentures may be presented for
registration of transfer and for exchange in the manner provided in this Indenture, and the Company
may from time to time rescind such designation, as the Company may deem desirable or expedient;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain any such office or agency in Wilmington,
Delaware, for the purposes above mentioned. The Company will give to the Trustee prompt written
notice of any such designation or rescission thereof.



     Section 3.3. Appointments to Fill Vacancies in Trustee’s Office. The Company,
whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner
provided in Section 6.9, a Trustee, so that there shall at all times be a Trustee hereunder.



     Section 3.4. Provision as to Paying Agent.



     (a) The Company initially appoints the Trustee to act as Paying Agent. If the Company shall
appoint a paying agent other than the Trustee, it will cause such paying agent to execute and
deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to
the provision of this Section 3.4,




(1) that it will hold all sums held by it as such agent for the payment of the
principal of and premium, if any, or interest, if any, on the Debentures (whether
such sums have been paid to it by the Company or by any other obligor on the
Debentures) in trust for the benefit of the holders of the Debentures;




(2) that it will give the Trustee prompt written notice of any failure by the
Company (or by any other obligor on the Debentures) to make any payment of the
principal of and premium, if any, or interest, if any, on the Debentures when the
same shall be due and payable; and




(3) that it will, at any time during the continuance of any Event of Default, upon
the written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such paying agent.



     (b) If the Company shall act as its own paying agent, it will, on or before each due date of
the principal of and premium, if any, or interest or other payments, if any, on the Debentures, set
aside, segregate and hold in trust for the benefit of the holders of the Debentures a sum
sufficient to pay such principal, premium, interest or other payments so becoming due and will
notify the Trustee in writing of any failure to take such action and of any failure by the Company
(or by any other obligor under the Debentures) to make any payment of the principal of and premium,
if any, or interest or other payments, if any, on the Debentures when the same shall become due and
payable.



     Whenever the Company shall have one or more paying agents for the Debentures, it will, on or
prior to each due date of the principal of and premium, if any, or interest, if any, on the



 









 




Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, if
any, interest or other payments so becoming due, such sum to be held in trust for the benefit of
the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall
promptly notify the Trustee in writing of its action or failure to act.




     (c) Anything in this Section 3.4 to the contrary notwithstanding, the Company may, at any
time, for the purpose of obtaining a satisfaction and discharge with respect to the Debentures, or
for any other reason, pay, or direct any paying agent to pay to the Trustee all sums held in trust
by the Company or any such paying agent, such sums to be held by the Trustee upon the trusts herein
contained.



     (d) Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums
in trust as provided in this Section 3.4 is subject to Sections 12.3 and 12.4.



     Section 3.5. 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 material taxes,
assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon
the income, profits or property of the Company or any Subsidiary, and (2) all lawful material
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 3.6. Intentionally Omitted




     Section 3.7. No Disposition. As long as the Debentures are Outstanding, the Company
shall not, and shall not permit Odyssey America Reinsurance Corporation to issue, sell, transfer or
otherwise dispose of any shares of its capital stock or any securities convertible into or
exercisable or exchangeable for shares of its capital stock, or warrants, rights or options to
subscribe for or purchase shares of its capital stock, unless (i) such issuance, sale, transfer or
other disposition is for at least fair value (as determined by the Board of Directors acting in
good faith, such action to be evidenced by a Board Resolution) (“Fair Value”) and (ii) the Company
will own, directly or indirectly, at least 80% of the capital stock of Odyssey America Reinsurance
Corporation after giving effect to such transaction. In addition, the Company shall not cause or
permit Odyssey America Reinsurance Corporation to:




     (1) merge or consolidate with or into any corporation or other Person, unless such
merger or consolidation is for at least Fair Value and (i) the surviving corporation or
Person is the Company, or (ii) at least 80% of the surviving corporation’s issued and
outstanding voting stock is owned, directly or indirectly, by the Company; or




     (2) lease, sell, assign or transfer all or substantially all of its properties and
assets to any corporation or other Person (other than the Company), unless such lease, sale,
assignment or transfer is for at least Fair Value and at least 80% of the issued and
outstanding voting stock of that corporation or other Person is owned, directly or
indirectly, by the Company following such lease, sale or assignment.



 









 





     Notwithstanding the foregoing, the Company may merge or consolidate Odyssey America
Reinsurance Corporation into or with another of its wholly-owned Subsidiaries and the Company may
sell, transfer or otherwise dispose of its business in accordance with Section 11.1. In addition,
this Section 3.5 shall not prohibit any such issuance or disposition of capital stock or other
securities either (i) to the Company or Odyssey America Reinsurance Corporation in accordance with
applicable law or (ii) if required by law or any regulation or order of any governmental or
insurance regulatory authority.



     Section 3.8. Negative Pledge. As long as Debentures are outstanding, the Company
shall not, and shall not permit any Significant Subsidiary to, directly or indirectly, create,
assume, incur or permit to exist any Indebtedness that is secured by any lien on the capital stock
of a Significant Subsidiary unless the Debentures are secured equally and ratably with (or prior
to) such Indebtedness for at least the time period such Indebtedness is so secured.



     Section 3.9. Certificate to Trustee. The Company will deliver to the Trustee on or
before 120 days after the end of each fiscal year, so long as Debentures are outstanding hereunder,
a Certificate stating that in the course of the performance by the signers of their duties as
officers of the Company they would normally have knowledge of any Default during such fiscal year
by the Company in the performance of any covenants contained herein, stating whether or not they
have knowledge of any such Default and, if so, specifying each such Default of which the signers
have knowledge and the nature and status thereof.



     Section 3.10. Waiver of Certain Covenants. The Company may omit in any particular
instance to comply with any covenant or condition set forth in Sections 3.7 to 3.9, inclusive, if
before the time for such compliance the Securityholders of at least 66 2/3% in principal amount of
the Debentures then outstanding shall, in writing, 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 covenant or condition shall remain in full force and effect.



     Section 3.11. Existence. Except as may be permitted by Article XI, the Company will
do or cause to be done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; 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 that the loss thereof is not disadvantageous in any material respect to the
Securityholders.



     Section 3.12. Compliance with Consolidation Provisions. The Company will not, while
any of the Debentures remain outstanding, consolidate with, or merge into, or merge into itself, or
sell or convey all or substantially all of its property to any other Person unless the provisions
of Article XI hereof are complied with.



     Section 3.13. Delivery of Restatement Completion Certificate. Immediately upon
completing its Restatement and filing reports related thereto with the Commission, the Company



 









 




will deliver to the Trustee, Keefe Bruyette & Woods, Inc., FTN Financial Capital Markets and
holders of the Debentures a Restatement Completion Certificate.




ARTICLE IV.

SECURITYHOLDERS LISTS AND REPORTS

BY THE COMPANY AND THE TRUSTEE




     Section 4.1. Securityholders Lists. The Company covenants and agrees that it will
furnish or cause to be furnished to the Trustee:



     (a) on each regular record date for the Debentures, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Securityholders of the Debentures as of such
record date; and



     (b) 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;



     except that no such lists need be furnished under this Section 4.1 so long as the Trustee is in
possession thereof by reason of its acting as Debenture registrar.



     Section 4.2. Preservation and Disclosure of Lists.



     (a) The Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the holders of Debentures (1) contained in the most
recent list furnished to it as provided in Section 4.1 or (2) received by it in the capacity of
Debentures registrar (if so acting) hereunder. The Trustee may destroy any list furnished to it as
provided in Section 4.1 upon receipt of a new list so furnished.



     (b) In case three or more holders of Debentures (hereinafter referred to as “applicants”)
apply in writing to the Trustee and furnish to the Trustee reasonable proof that each such
applicant has owned a Debenture for a period of at least 6 months preceding the date of such
application, and such application states that the applicants desire to communicate with other
holders of Debentures with respect to their rights under this Indenture or under such Debentures
and is accompanied by a copy of the form of proxy or other communication which such applicants
propose to transmit, then the Trustee shall within 5 Business Days after the receipt of such
application, at its election, either:




(1) afford such applicants access to the information preserved at the time by the
Trustee in accordance with the provisions of subsection (a) of this Section 4.2, or




(2) inform such applicants as to the approximate number of holders of Debentures
whose names and addresses appear in the information preserved at the time by the
Trustee in accordance with the provisions of subsection (a) of this Section 4.2, and
as to the approximate cost of mailing to such Securityholders the form of proxy or
other communication, if any, specified in such application.



 









 





     If the Trustee shall elect not to afford such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Securityholder whose name
and address appear in the information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 4.2 a copy of the form of proxy or other communication
which is specified in such request with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender, the Trustee shall mail to such applicants and
file with the Commission, if permitted or required by applicable law, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such
mailing would be contrary to the best interests of the holders of all Debentures, as the case may
be, or would be in violation of applicable law. Such written statement shall specify the basis of
such opinion. If said Commission, as permitted or required by applicable law, after opportunity
for a hearing upon the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order sustaining one or
more of such objections, said Commission shall find, after notice and opportunity for hearing, that
all the objections so sustained have been met and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Securityholders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.



     (c) Each and every holder of Debentures, by receiving and holding the same, agrees with
Company and the Trustee that neither the Company nor the Trustee nor any paying agent shall be held
accountable by reason of the disclosure of any such information as to the names and addresses of
the holders of Debentures in accordance with the provisions of subsection (b) of this Section 4.2,
regardless of the source from which such information was derived, and that the Trustee shall not be
held accountable by reason of mailing any material pursuant to a request made under said subsection
(b).



ARTICLE V.

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

UPON AN EVENT OF DEFAULT




     Section 5.1. Events of Default. “Event of Default,” wherever used herein, means any
one of the following events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body):



     (a) the Company defaults in the payment of any interest upon any Debenture when it becomes due
and payable, and fails to cure such default for a period of 30 days; or



     (b) the Company defaults in the payment of all or any part of the principal of (or premium, if
any, on) any Debentures as and when the same shall become due and payable either at maturity, upon
redemption, by declaration of acceleration or otherwise; or



 









 





     (c) the Company defaults in the performance of, or breaches, any of its covenants or
agreements in this Indenture or in the terms of the Debentures established as contemplated in this
Indenture (other than a covenant or agreement 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 aggregate principal
amount of the outstanding Debentures, 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



     (d) the Company defaults under any bond, debenture, note or other evidence of indebtedness for
money borrowed by the Company or under any 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 in excess of $25 million principal amount, whether such indebtedness now exists or shall
hereafter be created, which default shall constitute a failure to pay any portion of the principal
of such indebtedness when due and payable after the expiration of any applicable grace period with
respect thereto or shall have resulted in such indebtedness becoming or 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, 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 Securityholders of at least 25% in
principal amount of the Debentures then outstanding 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;
provided, however, that, subject to the provisions of Sections 5.10 and 6.1, the
Trustee shall not be deemed to have knowledge of such default unless either (A) a Responsible
Officer of the Trustee assigned to the Principal Office of the Trustee shall have actual knowledge
of such default or (B) the Trustee shall have received written notice thereof from the Company,
from any Securityholder, from the holder of any such indebtedness or from the trustee under any
such mortgage, indenture or other instrument; or



     (e) a court of competent jurisdiction shall enter a decree or order for relief in respect of
the Company in an involuntary case under any applicable bankruptcy, insolvency, reorganization or
other similar law now or hereafter in effect, or shall appoint a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part
of its property, or shall order the winding-up or liquidation of its affairs and such decree or
order shall remain unstayed and in effect for a period of 90 consecutive days; or



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



 









 





     Section 5.2. Acceleration of Maturity; Rescission and Annulment. If an Event of
Default occurs and is continuing with respect to the Debentures, then, and in each and every such
case, unless the principal of the Debentures shall have already become due and payable, either the
Trustee or the holders of not less than 25% in aggregate principal amount of the Debentures then
outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by
Securityholders), may declare the entire principal of the Debentures and the interest accrued
thereon, if any, to be due and payable immediately, and upon any such declaration the same shall
become immediately due and payable.



     The foregoing provisions, however, are subject to the condition that if, at any time after the
principal of the Debentures shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as hereinafter
provided, (i) the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Debentures and the principal of and premium, if any,
on the Debentures which shall have become due otherwise than by acceleration (with interest upon
such principal and premium, if any, and Additional Interest) and such amount as shall be sufficient
to cover reasonable compensation of the Trustee and each predecessor Trustee, their respective
agents, attorneys and counsel, and all other amounts due to the Trustee pursuant to Section 6.6, if
any, and (ii) all Events of Default under this Indenture, other than the non-payment of the
principal of or premium, if any, on the Debentures which shall have become due by acceleration,
shall have been cured, waived or otherwise remedied as provided herein, then and in every such case
the holders of a majority in aggregate principal amount of the Debentures then outstanding, by
written notice to the Company and to the Trustee, may waive all defaults and rescind and annul such
declaration and its consequences, but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or shall impair any right consequent thereon.



     In case the Trustee shall have proceeded to enforce any right under this Indenture and such
proceedings shall have been discontinued or abandoned because of such rescission or annulment or
for any other reason or shall have been determined adversely to the Trustee, then and in every such
case the Company, the Trustee and the holders of the Debentures shall be restored respectively to
their several positions and rights hereunder, and all rights, remedies and powers of the Company,
the Trustee and the holders of the Debentures shall continue as though no such proceeding had been
taken.



     Section 5.3. Payment of Debentures on Default; Suit Therefor. The Company covenants
that upon the occurrence and during the continuation of an Event of Default pursuant to Section
5.1(a) or Section 5.1(b) then, upon demand of the Trustee, the Company will pay to the Trustee, for
the benefit of the holders of the Debentures the whole amount that then shall have become due and
payable on all Debentures for principal and premium, if any, or interest, or both, as the case may
be, with Additional Interest accrued on the Debentures (to the extent that payment of such interest
is enforceable under applicable law); and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including a reasonable compensation to
the Trustee, its agents, attorneys and counsel, and any other amounts due to the Trustee under
Section 6.6. In case the Company shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to
institute any actions or proceedings at law or in equity for the



 









 




collection of the sums so due and unpaid, and may prosecute any such action or proceeding to
judgment or final decree, and may enforce any such judgment or final decree against the Company or
any other obligor on such Debentures and collect in the manner provided by law out of the property
of the Company or any other obligor on such Debentures wherever situated the moneys adjudged or
decreed to be payable.




     In case there shall be pending proceedings for the bankruptcy or for the reorganization of the
Company or any other obligor on the Debentures under Bankruptcy Law, or in case a receiver or
trustee shall have been appointed for the property of the Company or such other obligor, or in the
case of any other similar judicial proceedings relative to the Company or other obligor upon the
Debentures, or to the creditors or property of the Company or such other obligor, the Trustee,
irrespective of whether the principal of the Debentures shall then be due and payable as therein
expressed or by declaration of acceleration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 5.2, shall be entitled and
empowered, by intervention in such proceedings or otherwise,




	 	(a)	 	to file and prove a claim or claims for the whole amount of principal and
interest owing and unpaid in respect of the Debentures,
	 
	 	(b)	 	in case of any judicial proceedings, (i) to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for reasonable compensation to the Trustee and each
predecessor Trustee, and their respective agents, attorneys and counsel, and for
reimbursement of all other amounts due to the Trustee under Section 6.6), and of the
Securityholders allowed in such judicial proceedings relative to the Company or any
other obligor on the Debentures, or to the creditors or property of the Company or such
other obligor, unless prohibited by applicable law and regulations, and (ii) to vote on
behalf of the holders of the Debentures in any election of a trustee or a standby
trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency
proceedings or Person performing similar functions in comparable proceedings,
	 
	 	(c)	 	to collect and receive any moneys or other property payable or deliverable on
any such claims, and
	 
	 	(d)	 	to distribute the same after the deduction of its charges and expenses.





     By its acceptance of any Debentures, each Securityholder shall be deemed to have authorized
any receiver, assignee or trustee in bankruptcy or reorganization 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 Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover
reasonable compensation to the Trustee, each predecessor Trustee and their respective agents,
attorneys and counsel, and all other amounts due to the Trustee under Section 6.6.



     Nothing herein contained shall be construed to authorize the Trustee to authorize or consent
to or accept or adopt on behalf of any Securityholder any plan of reorganization,



 









 




arrangement, adjustment or composition affecting the Debentures or the rights of any holder
thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any
such proceeding.




     All rights of action and of asserting claims under this Indenture, or under any of the
Debentures, may be enforced by the Trustee without the possession of any of the Debentures, or the
production thereof at any trial or other proceeding relative thereto, and any such suit or
proceeding instituted by the Trustee shall be brought in its own name as trustee of an express
trust, and, subject to Section 5.3, any recovery of judgment shall be for the ratable benefit of
the holders of the Debentures.



     In any proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be a party), the
Trustee shall be held to represent all the holders of the Debentures, and it shall not be necessary
to make any holders of the Debentures parties to any such proceedings.



     Section 5.4. Application of Moneys Collected by Trustee. Any moneys collected by the
Trustee pursuant to this Article V shall be applied in the following order, at the date or dates
fixed by the Trustee for the distribution of such moneys, upon presentation of the several
Debentures in respect of which moneys have been collected, and stamping thereon the payment, if
only partially paid, and upon surrender thereof if fully paid:



     First: To the payment of costs and expenses incurred by, and reasonable fees of, the Trustee,
its agents, attorneys and counsel, and of all other amounts due to the Trustee under Section 6.6;



     Second: To the payment of the amounts then due and unpaid upon the Debentures for principal
(and premium, if any), and interest on the Debentures, in respect of which or for the benefit of
which money has been collected, ratably, without preference or priority of any kind, according to
the amounts due on such Debentures for principal (and premium, if any) and interest (including
Additional Interest), respectively; and



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



     Section 5.5. Proceedings by Securityholders. No holder of any Debenture shall have
any right to institute any suit, action or proceeding for any remedy hereunder, unless such holder
previously shall have given to the Trustee written notice of an Event of Default with respect to
the Debentures and unless the holders of not less than 25% in aggregate principal amount of the
Debentures then outstanding shall have given the Trustee a written request to institute such
action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for
60 days after its receipt of such notice, request and offer of indemnity shall have failed to
institute any such action, suit or proceeding.



     Notwithstanding any other provisions in this Indenture, however, the right of any holder of
any Debenture to receive payment of the principal of, premium, if any, and interest, on such
Debenture when due, or to institute suit for the enforcement of any such payment, shall not be
impaired or affected without the consent of such holder and by accepting a Debenture hereunder



 









 







it is expressly understood, intended and covenanted by the taker and holder of every Debenture
with every other such taker and holder and the Trustee, that no one or more holders of Debentures
shall have any right in any manner whatsoever by virtue or by availing itself of any provision of
this Indenture to affect, disturb or prejudice the rights of the holders of any other Debentures,
or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce
any right under this Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Debentures. For the protection and enforcement of the provisions
of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as
can be given either at law or in equity.



     Section 5.6. Proceedings by Trustee. In case of an Event of Default hereunder the
Trustee may in its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either by suit in equity or by action at law or by
proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power granted in this
Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture
or by law.



     Section 5.7. Restoration of Rights and Remedies. If the Trustee or any Securityholder
has instituted any proceeding to enforce any right or remedy hereunder and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to
such Securityholder, then and in every such case, subject to any determination in such proceeding,
the Company, the Trustee and the Securityholders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the Trustee and the
Securityholders shall continue as though no such proceeding had been instituted.



     Section 5.8. Remedies Cumulative and Continuing; Delay or Omission Not a Waiver.
Except as otherwise provided in Section 2.6 with respect to the replacement of mutilated,
destroyed, lost or stolen Debentures, all powers and remedies given by this Article V to the
Trustee or to the Securityholders shall, to the extent permitted by law, be deemed cumulative and
not exclusive of any other powers and remedies available to the Trustee or the holders of the
Debentures, by judicial proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture or otherwise established with respect to the
Debentures, and no delay or omission of the Trustee or of any holder of any of the Debentures to
exercise any right, remedy or power accruing upon any Event of Default occurring and continuing as
aforesaid shall impair any such right, remedy or power, or shall be construed to be a waiver of any
such default or an acquiescence therein; and, subject to the provisions of Section 5.4, every power
and remedy given by this Article V or by law to the Trustee or to the Securityholders may be
exercised from time to time, and as often as shall be deemed expedient, by the Trustee (in
accordance with its duties under Section 6.1) or by the Securityholders.



     No delay or omission of the Trustee or any Securityholder to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of
any such Event of Default or an acquiescence therein. Every right and remedy given



 









 







by this Article or by law to the Trustee or to any Securityholder may be exercised from time
to time, and as often as may be deemed expedient, by the Trustee (in accordance with its duties
under Section 6.1 hereof) or by such holder, as the case may be.



     Section 5.9. Direction of Proceedings and Waiver of Defaults by Majority of
Securityholders. The holders of a majority in aggregate principal amount of the Debentures
affected (voting as one class) at the time outstanding shall have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee with respect to such Debentures;
provided, however, that (subject to the provisions of Section 6.1) the Trustee
shall have the right to decline to follow any such direction if the Trustee shall determine that
the action so directed would be unjustly prejudicial to the holders not taking part in such
direction or if the Trustee being advised by counsel determines that the action or proceeding so
directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that
the action or proceedings so directed would involve the Trustee in personal liability.



     The holders of a majority in aggregate principal amount of the Debentures at the time
outstanding may on behalf of the holders of all of the Debentures waive (or modify any previously
granted waiver of) any past default or Event of Default, and its consequences, except an Event of
Default (a) specified in Sections 5.1(a) and (b), or (b) in respect of covenants or provisions
hereof which cannot be modified or amended without the consent of the holder of each Debenture
affected. Upon any such waiver, the default covered thereby shall be deemed to be cured for all
purposes of this Indenture and the Company, the Trustee and the holders of the Debentures shall be
restored to their former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any right consequent
thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by
this Section, said default or Event of Default shall for all purposes of the Debentures and this
Indenture be deemed to have been cured and to be not continuing.



     Section 5.10. Notice of Defaults. The Trustee shall, within 90 days after the actual
knowledge by a Responsible Officer of the Trustee of the occurrence of a default with respect to
the Debentures, mail to all Securityholders, as the names and addresses of such holders appear upon
the Debenture Register, notice of all defaults with respect to the Debentures known to the Trustee,
unless such defaults shall have been cured before the giving of such notice (the term “defaults”
for the purpose of this Section 5.10 being hereby defined to be the events specified in clauses
(a), (b), (c), (d), (e) and (f) of Section 5.1, not including periods of grace, if any, provided
for therein); provided, however, that, except in the case of default in the payment
of the principal of, premium, if any, or interest on any of the Debentures, the Trustee shall be
protected in withholding such notice if and so long as a Responsible Officer of the Trustee in good
faith determines that the withholding of such notice is in the interests of the Securityholders.



     Section 5.11. Undertaking to Pay Costs. All parties to this Indenture agree, and each
holder of any Debenture by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and



 









 







expenses, against any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; provided, however,
that the provisions of this Section 5.11 shall not apply to any suit instituted by the Trustee, to
any suit instituted by any Securityholder, or group of Securityholders, holding in the aggregate
more than 10% in principal amount of the Debentures outstanding, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or premium, if any) or
interest on any Debenture against the Company on or after the same shall have become due and
payable.



     Section 5.12. Waiver of Stay or Extension Laws. The Company covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.



ARTICLE VI.

CONCERNING THE TRUSTEE




     Section 6.1. Duties and Responsibilities of Trustee. With respect to the holders of
Debentures issued hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Debentures and after the curing or waiving of all Events of Default which may have
occurred, with respect to the Debentures, undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture, and no implied covenants shall be read into this
Indenture against the Trustee. In case an Event of Default with respect to the Debentures has
occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill in their exercise,
as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.



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



     (a) prior to the occurrence of an Event of Default with respect to Debentures and after the
curing or waiving of all Events of Default which may have occurred




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




(2) in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the



 









 







opinions expressed therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but, in the case of
any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Indenture;



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



     (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by
it in good faith, in accordance with the direction of the Securityholders pursuant to Section 5.9,
relating to the time, method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.



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



     Section 6.2. Reliance on Documents, Opinions, etc. Except as otherwise provided in
Section 6.1:



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



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



     (c) the Trustee may consult with counsel of its selection and any advice or 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 accordance with such advice or Opinion of Counsel;



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



 









 





     (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and
believed by it to be authorized or within the discretion or rights or powers conferred upon it by
this Indenture; nothing contained herein shall, however, relieve the Trustee of the obligation,
upon the occurrence of an Event of Default with respect to the Debentures (that has not been cured
or waived) to exercise with respect to Debentures such of the rights and powers vested in it by
this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his own affairs;



     (f) the Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond, debenture, coupon or other paper or document, unless requested in writing to
do so by the holders of not less than a majority in aggregate principal amount of the outstanding
Debentures affected thereby; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in
the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such expense or liability as a condition to so proceeding;



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



     (h) with the exceptions of defaults under Sections 5.1(a) or 5.1(b), the Trustee shall not be
charged with knowledge of any Default or Event of Default with respect to the Debentures unless a
written notice of such Default or Event of Default shall have been given to the Trustee by the
Company or any other obligor on the Debentures or by any holder of the Debentures.



     Section 6.3. No Responsibility for Recitals, etc. The recitals contained herein and
in the Debentures (except in the certificate of authentication of the Trustee or the Authenticating
Agent) shall be taken as the statements of the Company, and the Trustee and the Authenticating
Agent assume no responsibility for the correctness of the same. The Trustee and the Authenticating
Agent make no representations as to the validity or sufficiency of this Indenture or of the
Debentures. The Trustee and the Authenticating Agent shall not be accountable for the use or
application by the Company of any Debentures or the proceeds of any Debentures authenticated and
delivered by the Trustee or the Authenticating Agent in conformity with the provisions of this
Indenture.



     Section 6.4. Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar
May Own Debentures. The Trustee or any Authenticating Agent or any paying agent or any
transfer agent or any Debenture registrar, in its individual or any other capacity, may become the
owner or pledgee of Debentures with the same rights it would have if it were not Trustee,
Authenticating Agent, paying agent, transfer agent or Debenture registrar.



     Section 6.5. Moneys to be Held in Trust. Subject to the provisions of Section 12.4,
all moneys received by the Trustee or any paying agent shall, until used or applied as herein
provided, be held in trust for the purpose for which they were received, but need not be



 









 







segregated from other funds except to the extent required by law. The Trustee and any paying
agent shall be under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company. So long as no Event of Default shall have occurred
and be continuing, all interest allowed on any such moneys shall be paid from time to time upon the
written order of the Company, signed by the Chief Executive Officer, the President, a Vice
President, the Treasurer or an Assistant Treasurer of the Company.



     Section 6.6. Compensation and Expenses of Trustee. The Company covenants and agrees
to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as
shall be agreed to in writing between the Company and the Trustee (which shall not be limited by
any provision of law in regard to the compensation of a trustee of an express trust), and the
Company will pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with any of the provisions
of this Indenture (including the reasonable compensation and the expenses and disbursements of its
counsel and of all Persons not regularly in its employ) except any such expense, disbursement or
advance as may arise from its negligence or willful misconduct. The Company also covenants to
indemnify each of the Trustee and any predecessor Trustee (and its officers, agents, directors and
employees) for, and to hold it harmless against, any and all loss, damage, action, suit, claim,
liability, cost or expense including taxes (other than taxes based on the income of the Trustee)
incurred without negligence or willful misconduct on the part of the Trustee and arising out of or
in connection with the acceptance or administration of this trust, including the costs and expenses
of defending itself against any claim of liability. The obligations of the Company under this
Section 6.6 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such
additional indebtedness shall be secured by a lien prior to that of the Debentures upon all
property and funds held or collected by the Trustee as such, except funds held in trust for the
benefit of the holders of particular Debentures.



     Without prejudice to any other rights available to the Trustee under applicable law, when the
Trustee incurs expenses or renders services in connection with an Event of Default specified in
Section 5.1(d), Section 5.1(e) or Section 5.1(f), the expenses (including the reasonable charges
and expenses of its counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable federal or state bankruptcy, insolvency or other
similar law.



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



     Notwithstanding anything in this Indenture or any Debenture to the contrary, the Trustee shall
have no obligation whatsoever to advance funds to pay any principal of or interest on or other
amounts with respect to the Debentures or otherwise advance funds to or on behalf of the Company.



     Section 6.7. Officers’ Certificate as Evidence. Except as otherwise provided in
Sections 6.1 and 6.2, whenever in the administration of the provisions of this Indenture the
Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking
or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein



 









 







specifically prescribed) may, in the absence of negligence or willful misconduct on the part
of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate
delivered to the Trustee, and such certificate, in the absence of negligence or willful misconduct
on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by
it under the provisions of this Indenture upon the faith thereof.



     Section 6.8. Eligibility of Trustee. The Trustee hereunder shall at all times be a
banking corporation or national association organized and doing business under the laws of the
United States of America or any state or territory thereof or of the District of Columbia
authorized under such laws to exercise corporate trust powers, having (or whose obligations under
this Indenture are guaranteed by an affiliate having) a combined capital and surplus of at least
fifty million U.S. dollars ($50,000,000.00) and subject to supervision or examination by federal,
state, territorial, or District of Columbia authority. If such corporation or national association
publishes reports of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this Section 6.8 the
combined capital and surplus of such corporation or national association shall be deemed to be its
combined capital and surplus as set forth in its most recent records of condition so published.



     The Company may not, nor may any Person directly or indirectly controlling, controlled by, or
under common control with the Company, serve as Trustee.



     In case at any time the Trustee shall cease to be eligible in accordance with the provisions
of this Section 6.8, the Trustee shall resign immediately in the manner and with the effect
specified in Section 6.9.



     If the Trustee has or shall acquire any “conflicting interest” within the meaning of §310(b)
of the Trust Indenture Act of 1939, the Trustee shall either eliminate such interest or resign, to
the extent and in the manner described by this Indenture.



     Section 6.9. Resignation or Removal of Trustee.



     (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign by
giving written notice of such resignation to the Company and by mailing notice thereof, at the
Company’s expense, to the holders of the Debentures at their addresses as they shall appear on the
Debenture Register. Upon receiving such notice of resignation, the Company shall promptly appoint
a successor trustee or trustees by written instrument, in duplicate, executed by order of its Board
of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy
to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted
appointment within 30 days after the mailing of such notice of resignation to the affected
Securityholders, the resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee, or any Securityholder who has been a bona fide holder of a
Debenture or Debentures for at least six months may, subject to the provisions of Section 5.11, on
behalf of himself and all others similarly situated, petition any such court for the appointment of
a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper
and prescribe, appoint a successor Trustee.



 









 





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





(1) the Trustee shall fail to comply with the provisions of Section 6.8 after
written request therefor by the Company or by any Securityholder who has been a bona
fide holder of a Debenture or Debentures for at least 6 months, or




(2) the Trustee shall cease to be eligible in accordance with the provisions of
Section 6.8 and shall fail to resign after written request therefor by the Company
or by any such Securityholder, or




(3) the Trustee shall become incapable of acting, or shall be adjudged as 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, the Company may remove the Trustee and appoint a successor
Trustee by written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the Trustee so removed
and one copy to the successor Trustee, or, subject to the provisions of Section 5.9,
any Securityholder who has been a bona fide holder of a Debenture or Debentures for
at least 6 months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee. Such court may thereupon, after such notice, if
any, as it may deem proper and prescribe, remove the Trustee and appoint a successor
Trustee.



     (c) Upon prior written notice to the Company and the Trustee, the holders of a majority in
aggregate principal amount of the Debentures at the time outstanding may at any time remove the
Trustee and nominate a successor Trustee, which shall be deemed appointed as successor Trustee
unless within 10 Business Days after such nomination the Company objects thereto, in which case, or
in the case of a failure by such holders to nominate a successor Trustee, the Trustee so removed or
any Securityholder, upon the terms and conditions and otherwise as in subsection (a) of this
Section 6.9 provided, may petition any court of competent jurisdiction for an appointment of a
successor Trustee.



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



     Section 6.10. Acceptance by Successor Trustee. Any successor Trustee appointed as
provided in Section 6.9 shall execute, acknowledge and deliver to the Company and to its
predecessor Trustee an instrument accepting such appointment hereunder, 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,
duties and obligations with respect to the Debentures of its predecessor hereunder, with like
effect as if originally named as Trustee herein; but, nevertheless, on the written request of the
Company or of the successor Trustee, the Trustee ceasing to act shall, upon payment of any



 









 







amounts then due it pursuant to the provisions of Section 6.6, execute and deliver an
instrument transferring to such successor Trustee all the rights and powers of the Trustee so
ceasing to act and shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee thereunder. Upon request of any such successor Trustee,
the Company shall execute any and all instruments in writing for more fully and certainly vesting
in and confirming to such successor Trustee all such rights and powers. Any Trustee ceasing to act
shall, nevertheless, retain a lien upon all property or funds held or collected by such Trustee to
secure any amounts then due it pursuant to the provisions of Section 6.6.



     If a successor Trustee is appointed, the Company, the retiring Trustee and the successor
Trustee shall execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Debentures as to which the predecessor
Trustee is not retiring shall continue to be vested in the predecessor Trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trust hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be Trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such Trustee.



     No successor Trustee shall accept appointment as provided in this Section unless at the time
of such acceptance such successor Trustee shall be eligible under the provisions of Section 6.8.



     In no event shall a retiring Trustee be liable for the acts or omissions of any successor
Trustee hereunder.



     Upon acceptance of appointment by a successor Trustee as provided in this Section 6.10, the
Company shall mail notice of the succession of such Trustee hereunder to the holders of Debentures
at their addresses as they shall appear on the Debenture Register. If the Company fails to mail
such notice within 10 Business Days after the acceptance of appointment by the successor Trustee,
the successor Trustee shall cause such notice to be mailed at the expense of the Company.



     Section 6.11. Succession by Merger, etc. 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 without the execution or filing of any paper or any further act
on the part of any of the parties hereto; provided that such corporation shall be otherwise
eligible and qualified under this Article.



     In case at the time such successor to the Trustee shall succeed to the trusts created by this
Indenture any of the Debentures shall have been authenticated but not delivered, any such successor
to the Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver
such Debentures so authenticated; and in case at that time any of the Debentures shall not have
been authenticated, any successor to the Trustee may authenticate such Debentures



 









 







either in the name of any predecessor hereunder or in the name of the successor Trustee; and
in all such cases such certificates shall have the full force which it is anywhere in the
Debentures or in this Indenture provided that the certificate of the Trustee shall have;
provided, however, that the right to adopt the certificate of authentication of any
predecessor Trustee or authenticate Debentures in the name of any predecessor Trustee shall apply
only to its successor or successors by merger, conversion or consolidation.



     Section 6.12. Authenticating Agents. There may be one or more Authenticating Agents
appointed by the Trustee upon the request of the Company with power to act on its behalf and
subject to its direction in the authentication and delivery of the Debentures issued upon exchange
or registration of transfer thereof as fully to all intents and purposes as though any such
Authenticating Agent had been expressly authorized to authenticate and deliver Debentures;
provided, however, that the Trustee shall have no liability to the Company for any
acts or omissions of the Authenticating Agent with respect to the authentication and delivery of
any Debentures. Any such Authenticating Agent shall at all times be a corporation organized and
doing business under the laws of the United States or of any state or territory thereof or of the
District of Columbia authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of at least $50,000,000.00 and being subject to supervision or examination by
federal, state, territorial or District of Columbia authority. If such corporation publishes
reports of condition at least annually pursuant to law or the requirements of such authority, then
for the purposes of this Section 6.12 the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and with the effect
herein specified in this Section.



     Any corporation into which any Authenticating Agent may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, consolidation or conversion
to which any Authenticating Agent shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of any Authenticating Agent, shall be the
successor of such Authenticating Agent hereunder, if such successor corporation is otherwise
eligible under this Section 6.12 without the execution or filing of any paper or any further act on
the part of the parties hereto or such Authenticating Agent.



     Any Authenticating Agent may at any time resign by giving written notice of resignation to the
Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating
Agent with respect to the Debentures by giving written notice of termination to such Authenticating
Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12,
the Trustee may, and upon the request of the Company shall, promptly appoint a successor
Authenticating Agent eligible under this Section 6.12, shall give written notice of such
appointment to the Company and shall mail notice of such appointment to all holders of Debentures
as the names and addresses of such holders appear on the Debenture Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all
rights, powers, duties and responsibilities with respect to the Debentures of its predecessor
hereunder, with like effect as if originally named as Authenticating Agent herein.



 









 





     The Company agrees to pay to any Authenticating Agent from time to time reasonable
compensation for its services. Any Authenticating Agent shall have no responsibility or liability
for any action taken by it as such in accordance with the directions of the Trustee.



ARTICLE VII.

CONCERNING THE SECURITYHOLDERS




     Section 7.1. Action by Securityholders. Whenever in this Indenture it is provided
that the holders of a specified percentage in aggregate principal amount of the Debentures may take
any action (including the making of any demand or request, the giving of any notice, consent or
waiver or the taking of any other action) the fact that at the time of taking any such action the
holders of such specified percentage have joined therein may be evidenced (a) by any instrument or
any number of instruments of similar tenor executed by such Securityholders in person or by agent
or proxy appointed in writing, or (b) by the record of such holders of Debentures voting in favor
thereof at any meeting of such Securityholders duly called and held in accordance with the
provisions of Article VIII, or (c) by a combination of such instrument or instruments and any such
record of such a meeting of such Securityholders or (d) by any other method the Trustee deems
satisfactory.



     If the Company shall solicit from the Securityholders any request, demand, authorization,
direction, notice, consent, waiver or other action or revocation of the same, the Company may, at
its option, as evidenced by an Officers’ Certificate, fix in advance a record date for such
Debentures for the determination of Securityholders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other action or revocation of the same, but
the Company shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other action or revocation of the same
may be given before or after the record date, but only the Securityholders of record at the close
of business on the record date shall be deemed to be Securityholders for the purposes of
determining whether Securityholders of the requisite proportion of outstanding Debentures have
authorized or agreed or consented to such request, demand, authorization, direction, notice,
consent, waiver or other action or revocation of the same, and for that purpose the outstanding
Debentures shall be computed as of the record date; provided, however, that no such
authorization, agreement or consent by such Securityholders on the record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this Indenture not later
than 6 months after the record date.



     Section 7.2. Proof of Execution by Securityholders. Subject to the provisions of
Section 6.1, 6.2 and 8.5, proof of the execution of any instrument by a Securityholder or his agent
or proxy shall be sufficient if made 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. The
ownership of Debentures shall be proved by the Debenture Register or by a certificate of the
Debenture registrar. The Trustee may require such additional proof of any matter referred to in
this Section as it shall deem necessary.



     The record of any Securityholders meeting shall be proved in the manner provided in Section
8.6.



 









 





     Section 7.3. Who Are Deemed Absolute Owners. Prior to due presentment for
registration of transfer of any Debenture, the Company, the Trustee, any Authenticating Agent, any
paying agent, any transfer agent and any Debenture registrar may deem the Person in whose name such
Debenture shall be registered upon the Debenture Register to be, and may treat him as, the absolute
owner of such Debenture (whether or not such Debenture shall be overdue) for the purpose of
receiving payment of or on account of the principal of, premium, if any, and interest on such
Debenture and for all other purposes; and neither the Company nor the Trustee nor any
Authenticating Agent nor any paying agent nor any transfer agent nor any Debenture registrar shall
be affected by any notice to the contrary. All such payments so made to any holder for the time
being or upon his order shall be valid, and, to the extent of the sum or sums so paid, effectual to
satisfy and discharge the liability for moneys payable upon any such Debenture.



     Section 7.4. Debentures Owned by Company Deemed Not Outstanding. In determining
whether the holders of the requisite aggregate principal amount of Debentures have concurred in any
direction, consent or waiver under this Indenture, Debentures which are owned by the Company or any
other obligor on the Debentures or by any Person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Company or any other obligor on the
Debentures shall be disregarded and deemed not to be outstanding for the purpose of any such
determination; provided, however, that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver, only Debentures
which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.
Debentures so owned which have been pledged in good faith may be regarded as outstanding for the
purposes of this Section 7.4 if the pledgee shall establish to the satisfaction of the Trustee the
pledgee’s right to vote such Debentures and that the pledgee is not the Company or any such other
obligor or Person directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any such other obligor. In the case of a dispute as to such
right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the
Trustee.



     Section 7.5. Revocation of Consents; Future Holders Bound. At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 7.1, of the taking of any action
by the holders of the percentage in aggregate principal amount of the Debentures specified in this
Indenture in connection with such action, any holder (in cases where no record date has been set
pursuant to Section 7.1) or any holder as of an applicable record date (in cases where a record
date has been set pursuant to Section 7.1) of a Debenture (or any Debenture issued in whole or in
part in exchange or substitution therefor) the serial number of which is shown by the evidence to
be included in the Debentures the holders of which have consented to such action may, by filing
written notice with the Trustee at the Principal Office of the Trustee and upon proof of holding as
provided in Section 7.2, revoke such action so far as concerns such Debenture (or so far as
concerns the principal amount represented by any exchanged or substituted Debenture). Except as
aforesaid any such action taken by the holder of any Debenture shall be conclusive and binding upon
such holder and upon all future holders and owners of such Debenture, and of any Debenture issued
in exchange or substitution therefor or on registration of transfer thereof, irrespective of
whether or not any notation in regard thereto is made upon such Debenture or any Debenture issued
in exchange or substitution therefor.



 









 





ARTICLE VIII.

SECURITYHOLDERS MEETINGS




     Section 8.1. Purposes of Meetings. A meeting of Securityholders may be called at any
time and from time to time pursuant to the provisions of this Article VIII for any of the following
purposes:



     (a) to give any notice to the Company or to the Trustee, or to give any directions to the
Trustee, or to consent to the waiving of any default hereunder and its consequences, or to take any
other action authorized to be taken by Securityholders pursuant to any of the provisions of Article
V;



     (b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of
Article VI;



     (c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to
the provisions of Section 9.2; or



     (d) to take any other action authorized to be taken by or on behalf of the holders of any
specified aggregate principal amount of such Debentures under any other provision of this Indenture
or under applicable law.



     Section 8.2. Call of Meetings by Trustee. The Trustee may at any time call a meeting
of Securityholders to take any action specified in Section 8.1, to be held at such time and at such
place as the Trustee shall determine. Notice of every meeting of the Securityholders, 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 mailed to holders of Debentures affected at their addresses as they shall
appear on the Debentures Register and, if the Company is not a holder of Debentures, to the
Company. Such notice shall be mailed not less than 20 nor more than 180 days prior to the date
fixed for the meeting.



     Section 8.3. Call of Meetings by Company or Securityholders. In case at any time the
Company pursuant to a Board Resolution, or the holders of at least 10% in aggregate principal
amount of the Debentures, as the case may be, then outstanding, shall have requested the Trustee to
call a meeting of Securityholders, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such
meeting within 20 days after receipt of such request, then the Company or such Securityholders may
determine the time and the place for such meeting and may call such meeting to take any action
authorized in Section 8.1, by mailing notice thereof as provided in Section 8.2.



     Section 8.4. Qualifications for Voting. To be entitled to vote at any meeting of
Securityholders a Person shall be (a) a holder of one or more Debentures with respect to which the
meeting is being held or (b) a Person appointed by an instrument in writing as proxy by a holder of
one or more such Debentures. The only Persons who shall be entitled to be present or to speak at
any meeting of Securityholders shall be the Persons entitled to vote at such meeting and their
counsel and any representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.



 









 





     Section 8.5. Regulations. Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any meeting of
Securityholders, in regard to proof of the holding of Debentures 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 think fit.



     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 Securityholders as provided in
Section 8.3, in which case the Company or the Securityholders 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 majority vote of the meeting.



     Subject to the provisions of Section 7.4, at any meeting each holder of Debentures with
respect to which such meeting is being held or proxy therefor shall be entitled to one vote for
each $1,000.00 principal amount of Debentures held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any Debenture
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 other than by virtue of Debentures held by him
or instruments in writing as aforesaid duly designating him as the Person to vote on behalf of
other Securityholders. Any meeting of Securityholders duly called pursuant to the provisions of
Section 8.2 or 8.3 may be adjourned from time to time by a majority of those present, whether or
not constituting a quorum, and the meeting may be held as so adjourned without further notice.



     Section 8.6. Voting. The vote upon any resolution submitted to any meeting of holders
of Debentures with respect to which such meeting is being held shall be by written ballots on which
shall be subscribed the signatures of such holders or of their representatives by proxy and the
serial number or numbers of the Debentures 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 triplicate of all votes cast at the meeting. A record in duplicate of
the proceedings of each meeting of Securityholders 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
facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 8.2. The record shall show the serial numbers of the Debentures voting in
favor of or against any resolution. The record shall be signed and verified by the affidavits of
the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to
the Company and the other 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 8.7. Quorum; Actions. The Persons entitled to vote a majority in aggregate
principal amount of the Debentures then outstanding shall constitute a quorum for a meeting of
Securityholders; provided, however, that if any action is to be taken at such
meeting with respect



 









 







to a consent, waiver, request, demand, notice, authorization, direction or other action which
may be given by the holders of not less than a specified percentage in aggregate principal amount
of the Debentures then outstanding, the Persons holding or representing such specified percentage
in principal amount of the Debentures then outstanding will constitute a quorum. In the absence of
a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if
convened at the request of Securityholders, be dissolved. In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the permanent 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 permanent 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
8.2, except that such notice need be given only once not less than 5 days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting
shall state expressly the percentage, as provided above, of the principal amount of the Debentures
then outstanding which shall constitute a quorum.



     Except as limited by the provisos in the first paragraph of Section 9.2, 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 aggregate
principal amount of the Debentures then outstanding; provided, however, that,
except as limited by the provisos in the first paragraph of Section 9.2, any resolution with
respect to any consent, waiver, request, demand, notice, authorization, direction or other action
which this Indenture expressly provides may be given by the holders of not less than a specified
percentage in aggregate principal amount of the Debentures then outstanding may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid only
by the affirmative vote of the holders of a not less than such specified percentage in principal
amount of the Debentures then outstanding.



     Any resolution passed or decision taken at any meeting of holders of Debentures duly held in
accordance with this Section shall be binding on all the Securityholders, whether or not present or
represented at the meeting.



ARTICLE IX.

SUPPLEMENTAL INDENTURES




     Section 9.1. Supplemental Indentures without Consent of Securityholders. The Company,
when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter
into an indenture or indentures supplemental hereto, without the consent of the Securityholders,
for one or more of the following purposes:



     (a) to evidence the succession of another Person to the Company, or successive successions,
and the assumption by the successor Person of the covenants, agreements and obligations of the
Company, pursuant to Article XI hereof;



     (b) to add to the covenants of the Company such further covenants, restrictions or conditions
for the protection of the holders of Debentures as the Board of Directors shall consider to be for
the protection of the holders of such Debentures, and to make the occurrence,



 









 







or the occurrence and continuance, of a default in any of such additional covenants,
restrictions or conditions a default or an Event of Default permitting the enforcement of all or
any of the several remedies provided in this Indenture as herein set forth; provided,
however, that in respect of any such additional covenant, restriction or condition 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;



     (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any
supplemental indenture which may be defective or inconsistent with any other provision contained
herein or in any supplemental indenture, or to make such other provisions in regard to matters or
questions arising under this Indenture; provided that any such action shall not materially
adversely affect the interests of the holders of the Debentures;



     (d) to add to, delete from, or revise the terms of Debentures, including, without limitation,
any terms relating to the issuance, exchange, registration or transfer of Debentures (for purposes
of assuring that no registration of Debentures is required under the Securities Act);
provided, however, that any such action shall not adversely affect the interests of
the holders of the Debentures then outstanding;



     (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee
with respect to the Debentures 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;



     (f) to make any change (other than as elsewhere provided in this paragraph) that does not
adversely affect the rights of any Securityholder in any material respect; or



     (g) to provide for the issuance of and establish the form and terms and conditions of the
Debentures, to establish the form of any certifications required to be furnished pursuant to the
terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures.



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



     Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by
the Company and the Trustee without the consent of the holders of any of the Debentures at the time
outstanding, notwithstanding any of the provisions of Section 9.2.



     Section 9.2. Supplemental Indentures with Consent of Securityholders. With the
consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in
aggregate principal amount of the Debentures at the time outstanding affected by such supplemental
indenture (voting as a class), the Company, when authorized by a Board Resolution, and the Trustee
may from time to time and at any time 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 any supplemental indenture or
of modifying in any manner the rights of the holders of the Debentures; provided,
however, that no such supplemental indenture shall without the consent of the holders of
each Debenture then outstanding and affected thereby (i) change the fixed maturity of any
Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or
extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof
or make the principal thereof or any interest or premium thereon payable in any coin or currency
other than that provided in the Debentures, or impair or affect the right of any Securityholder to
institute suit for payment thereof or impair the right of repayment, if any, at the option of the
holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to
consent to any such supplemental indenture.



     Upon the request of the Company accompanied by a Board Resolution authorizing the execution of
any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of
Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion,
but shall not be obligated to, enter into such supplemental indenture.



     Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage
prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such
supplemental indenture, to the Securityholders as their names and addresses appear upon the
Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such supplemental indenture.



     It shall not be necessary for the consent of the Securityholders under this Section 9.2 to
approve the particular form of any proposed supplemental indenture, but it shall be sufficient if
such consent shall approve the substance thereof.



     Section 9.3. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article IX, this Indenture shall be and
be deemed to be modified and amended in accordance therewith and the respective rights, limitations
of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and
the holders of Debentures shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.



     Section 9.4. Notation on Debentures. Debentures authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this Article IX may bear a
notation as to any matter provided for in such supplemental indenture. If the Company or the
Trustee shall so determine, new Debentures so modified as to conform, in the opinion of the Board
of Directors of the Company, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company, authenticated by the



 









 







Trustee or the Authenticating Agent and delivered in exchange for the Debentures then
outstanding.



     Section 9.5. Evidence of Compliance of Supplemental Indenture to be Furnished to
Trustee. The Trustee, subject to the provisions of Sections 6.1 and 6.2, shall, in addition to
the documents required by Section 14.6, receive an Officers’ Certificate and an Opinion of Counsel
as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the
requirements of this Article IX. The Trustee shall receive an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article IX is authorized or
permitted by, and conforms to, the terms of this Article IX and that it is proper for the Trustee
under the provisions of this Article IX to join in the execution thereof.



ARTICLE X.

REDEMPTION OF SECURITIES




     Section 10.1. Optional Redemption. The Company shall have the right to redeem the
Debentures, in whole or in part, but in all cases in a principal amount with integral multiples of
$1,000.00, on any Interest Payment Date on or after the Interest Payment Date in March 2011 (the
“Redemption Date”), at the Redemption Price.



     Section 10.2. Notice of Redemption; Selection of Debentures. In case the Company
shall desire to exercise the right to redeem all, or, as the case may be, any part of the
Debentures, it shall cause to be mailed a notice of such redemption at least 30 and not more than
60 days prior to the Redemption Date to the holders of Debentures so to be redeemed as a whole or
in part at their last addresses as the same appear on the Debenture Register. Such mailing shall
be by first class mail. The notice if mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the holder receives such notice. In any case,
failure to give such notice by mail or any defect in the notice to the holder of any Debenture
designated for redemption as a whole or in part shall not affect the validity of the proceedings
for the redemption of any other Debenture.



     Each such notice of redemption shall specify the CUSIP number, if any, of the Debentures to be
redeemed, the Redemption Date, or the Redemption Price, as applicable, at which Debentures are to
be redeemed, the place or places of payment, that payment will be made upon presentation and
surrender of such Debentures, that interest accrued to the date fixed for redemption will be paid
as specified in said notice, and that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue. If less than all the Debentures are to be redeemed
the notice of redemption shall specify the numbers of the Debentures to be redeemed. In case the
Debentures are to be redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the date fixed for
redemption, upon surrender of such Debenture, a new Debenture or Debentures in principal amount
equal to the unredeemed portion thereof will be issued.



     Prior to 10:00 a.m. (New York City time) on the Redemption Date, as applicable, the Company
will deposit with the Trustee or with one or more paying agents an amount of money sufficient to
redeem on the Redemption Date, all the Debentures so called for redemption at the appropriate
Redemption Price.



 









 





     If all, or less than all, the Debentures are to be redeemed, the Company will give the Trustee
notice not less than 45 nor more than 60 days prior to the Redemption Date, as to the aggregate
principal amount of Debentures to be redeemed and the Trustee shall select, in such manner as in
its sole discretion it shall deem appropriate and fair, the Debentures or portions thereof (in
integral multiples of $1,000.00) to be redeemed.



     Section 10.3. Payment of Debentures Called for Redemption. If notice of redemption
has been given as provided in Section 10.2, the Debentures or portions of Debentures with respect
to which such notice has been given shall become due and payable on the Redemption Date, and at the
place or places stated in such notice at the applicable Redemption Price, and on and after said
date (unless the Company shall default in the payment of such Debentures at the Redemption Price)
interest on the Debentures or portions of Debentures so called for redemption shall cease to
accrue. On presentation and surrender of such Debentures at a place of payment specified in said
notice, such Debentures or the specified portions thereof shall be paid and redeemed by the Company
at the applicable Redemption Price, together with interest accrued thereon to the Redemption Date.



     Upon presentation of any Debenture redeemed in part only, the Company shall execute and the
Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of
the Company, a new Debenture or Debentures of authorized denominations, in principal amount equal
to the unredeemed portion of the Debenture so presented.



ARTICLE XI.

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE




     Section 11.1. Company May Consolidate, etc., on Certain Terms. Nothing contained in
this Indenture or in the Debentures shall prevent any consolidation or merger of the Company with
or into any other Person (whether or not affiliated with the Company) or successive consolidations
or mergers in which the Company or its successor or successors shall be a party or parties, or
shall prevent any sale, conveyance, transfer or other disposition of the property, assets or
capital stock of the Company or its successor or successors as an entirety, or substantially as an
entirety, to any other Person (whether or not affiliated with the Company, or its successor or
successors) authorized to acquire and operate the same; provided, however, that the
Company hereby covenants and agrees that, upon any such consolidation, merger (where the Company is
not the surviving corporation), sale, conveyance, transfer or other disposition, the due and
punctual payment of the principal of (and premium, if any) and interest on all of the Debentures in
accordance with their terms, according to their tenor, and the due and punctual performance and
observance of all the covenants and conditions of this Indenture to be kept or performed by the
Company, shall be expressly assumed by supplemental indenture satisfactory in form to the Trustee
executed and delivered to the Trustee by the entity formed by such consolidation, or into which the
Company shall have been merged, or by the entity which shall have acquired such property, assets or
capital stock.



     Section 11.2. Successor Entity to be Substituted. In case of any such consolidation,
merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor
entity, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form
to the Trustee, of the due and punctual payment of the principal of and premium, if any, and



 









 







interest on all of the Debentures and the due and punctual performance and observance of all
of the covenants and conditions of this Indenture to be performed or observed by the Company, 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 Company, and thereupon the predecessor entity shall be relieved of any
further liability or obligation hereunder or upon the Debentures. Such successor entity thereupon
may cause to be signed, and may issue in its own name, any or all of the Debentures issuable
hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee
or the Authenticating Agent; 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
or the Authenticating Agent shall authenticate and deliver any Debentures which previously shall
have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating
Agent for authentication, and any Debentures which such successor entity thereafter shall cause to
be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the
Debentures so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Debentures had been issued at the date of the execution hereof.



     Section 11.3. Opinion of Counsel to be Given to Trustee. The Trustee, subject to the
provisions of Sections 6.1 and 6.2, shall receive, in addition to the Opinion of Counsel required
by Section 9.5, an Opinion of Counsel as conclusive evidence that any consolidation, merger, sale,
conveyance, transfer or other disposition, and any assumption, permitted or required by the terms
of this Article XI complies with the provisions of this Article XI.



ARTICLE XII.

SATISFACTION AND DISCHARGE OF INDENTURE




Section 12.1. Discharge of Indenture. When





	 	(a)	 	the Company shall deliver to the Trustee for cancellation all Debentures
theretofore authenticated (other than any Debentures which shall have been destroyed,
lost or stolen and which shall have been replaced or paid as provided in Section 2.6)
and not theretofore canceled, or
	 
	 	(b)	 	all the Debentures not theretofore canceled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become due and
payable within 1 year or are to be called for redemption within 1 year under
arrangements satisfactory to the Trustee for the giving of notice of redemption, and
the Company shall deposit with the Trustee, in trust, funds, which shall be immediately
due and payable, sufficient to pay at maturity or upon redemption all of the Debentures
(other than any Debentures which shall have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.6) not theretofore canceled
or delivered to the Trustee for cancellation, including principal and premium, if any,
and interest due or to become due to such date of maturity or redemption date, as the
case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or
interest on the Debentures (1) theretofore repaid to the Company in accordance




 









 






	 	 	 	with the provisions of Section 12.4, or (2) paid to any state or to the District of
Columbia pursuant to its unclaimed property or similar laws,




and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of
further effect except for the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9,
12.1 and 12.4 hereof shall survive until such Debentures shall mature and be paid. Thereafter,
Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by 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 have been complied with,
and at the cost and expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture. The Company agrees to reimburse the Trustee for
any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with
this Indenture or the Debentures.




     Section 12.2. Deposited Moneys to be Held in Trust by Trustee. Subject to the
provisions of Section 12.4, all moneys deposited with the Trustee pursuant to Section 12.1 shall be
held in trust in a non-interest bearing account and applied by it to the payment, either directly
or through any paying agent (including the Company if acting as its own paying agent), to the
holders of the particular Debentures for the payment of which such moneys have been deposited with
the Trustee, of all sums due and to become due thereon for principal, and premium, if any, and
interest.



     Section 12.3. Paying Agent to Repay Moneys Held. Upon the satisfaction and discharge
of this Indenture all moneys then held by any paying agent of the Debentures (other than the
Trustee) shall, upon demand of the Company, be repaid to it or paid to the Trustee, and thereupon
such paying agent shall be released from all further liability with respect to such moneys.



     Section 12.4. Return of Unclaimed Moneys. Any moneys deposited with or paid to the
Trustee or any paying agent for payment of the principal of, and premium, if any, or interest on
Debentures and not applied but remaining unclaimed by the holders of Debentures for 2 years after
the date upon which the principal of, and premium, if any, or interest on such Debentures, as the
case may be, shall have become due and payable, shall, subject to applicable escheatment laws, be
repaid to the Company by the Trustee or such paying agent on written demand; and the holder of any
of the Debentures shall thereafter look only to the Company for any payment which such holder may
be entitled to collect, and all liability of the Trustee or such paying agent with respect to such
moneys shall thereupon cease.



ARTICLE XIII.

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS




     Section 13.1. Indenture and Debentures Solely Corporate Obligations. No recourse for
the payment of the principal of or premium, if any, or interest on any Debenture, or for any
claim based thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in this Indenture or in any supplemental



 









 







indenture, or in any such Debenture, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, employee, officer or director, as
such, past, present or future, of the Company or of any successor Person of the Company, either
directly or through the Company or any successor Person of the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, it being expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this Indenture and the
issue of the Debentures.



ARTICLE XIV.

MISCELLANEOUS PROVISIONS




     Section 14.1. Successors. All the covenants, stipulations, promises and agreements of
the Company in this Indenture shall bind its successors and assigns whether so expressed or not.



     Section 14.2. Official Acts by Successor Entity. Any act or proceeding by any
provision of this Indenture authorized or required to be done or performed by any board, committee
or officer of the Company shall and may be done and performed with like force and effect by the
like board, committee, officer or other authorized Person of any entity that shall at the time be
the lawful successor of the Company.



     Section 14.3. Surrender of Company Powers. The Company by instrument in writing
executed by authority of at least 2/3 (two-thirds) of its Board of Directors and delivered to the
Trustee may surrender any of the powers reserved to the Company and thereupon such power so
surrendered shall terminate both as to the Company, and as to any permitted successor.



     Section 14.4. Addresses for Notices, etc. Any notice, consent, direction, request,
authorization, waiver or demand which by any provision of this Indenture is required or permitted
to be given, made, furnished or served by the Trustee or by the Securityholders on or to the
Company may be given or served in writing by being deposited postage prepaid by registered or
certified mail in a post office letter box addressed (until another address is filed by the
Company, with the Trustee for the purpose) to the Company, 300 First Stamford Place, Stamford,
Connecticut 06902, Attention: Donald L. Smith, Senior Vice President, General Counsel and
Corporate Secretary. Any notice, consent, direction, request, authorization, waiver or demand by
any Securityholder or the Company to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the office of the Trustee,
addressed to the Trustee, Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-1600, Attention: Corporate Trust Administration. Any notice, consent, direction, request,
authorization, waiver or demand on or to any Securityholder shall be deemed to have been
sufficiently given or made, for all purposes, if given or made in writing at the address set forth
in the Debenture Register.



     Section 14.5. Governing Law. Pursuant to Section 5-1401 of the General Obligations
Law of the State of New York, this Indenture and each Debenture shall be deemed to be a
contract made under the law of the State of New York, and for all purposes shall be governed
by and construed in accordance with the law of said State.



 









 





     Section 14.6. Evidence of Compliance with Conditions Precedent. Upon any application
or demand by the Company to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that in the
opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to
the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion
of such counsel, all such conditions precedent have been complied with.



     Each certificate or opinion provided for in this Indenture and delivered to the Trustee with
respect to compliance with a condition or covenant provided for in this Indenture shall include (1)
a statement that the person making such certificate or opinion has read such covenant or condition;
(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 such person, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not in the opinion of such person, such
condition or covenant has been complied with.



     Section 14.7. Table of Contents, Headings, etc. The table of contents and the titles
and headings of the articles and sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way modify or restrict any
of the terms or provisions hereof.



     Section 14.8. Execution in Counterparts. This Indenture may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.



     Section 14.9. Severability. In case any one or more of the provisions contained in
this Indenture or in the Debentures shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of this Indenture or of such Debentures, but this Indenture and such Debentures
shall be construed as if such invalid or illegal or unenforceable provision had never been
contained herein or therein.



     Section 14.10. Assignment. The Company will have the right at all times to assign any
of its rights or obligations under this Indenture to a direct or indirect wholly owned Subsidiary
of the Company, provided that, in the event of any such assignment, the Company will remain liable
for all such obligations. Subject to the foregoing, this Indenture is binding upon and inures to
the benefit of the parties hereto and their respective successors and assigns. This Indenture may
not otherwise be assigned by the parties hereto.



Signatures appear on the following page




 









 








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



	 	 	 	 	 	 	 
	 	 	ODYSSEY RE HOLDINGS CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert Giammarco	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Robert Giammarco	 	 
	 

	 	 	 	Title: Executive Vice President and Chief
Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ W. Thomas Morris II	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: W. Thomas Morris II	 	 
	 

	 	 	 	Title: Assistant Vice President	 	 







 









 








EXHIBIT A




FORM OF FLOATING RATE SENIOR DEBENTURE




[FORM OF FACE OF SECURITY]




     [IF THIS SECURITY IS A GLOBAL SECURITY INSERT: THIS DEBENTURE IS A GLOBAL DEBENTURE
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC. THIS DEBENTURE IS EXCHANGEABLE FOR
DEBENTURES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS DEBENTURE (OTHER THAN A TRANSFER
OF THIS DEBENTURE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER
NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.



     UNLESS THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO ODYSSEY RE
HOLDINGS CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEBENTURE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]



     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO ODYSSEY RE HOLDINGS CORP.
(THE “COMPANY”), (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A, (D) TO A NON-U.S. PERSON
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN
ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF



A - 1









 







COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE
INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. HEDGING TRANSACTIONS INVOLVING THIS
SECURITY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.



     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT
IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT
TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN
ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE
ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY
INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER
U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14
OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY
PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY
ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE
MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A
TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON
OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii)
SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.



     THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE
PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.00 AND MULTIPLES OF $1,000.00 IN EXCESS THEREOF. ANY
ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN
$100,000.00 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.



     THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.



     THIS SECURITY IS IN REGISTERED FORM WITHIN THE MEANING OF TREASURY REGULATIONS SECTION
1.871-14(c)(1)(i) FOR U.S. FEDERAL INCOME AND WITHHOLDING TAX PURPOSES.



     IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE
TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.



A - 2









 





Floating Rate Senior Debenture, Series A




of




Odyssey Re Holdings Corp.




February 22, 2006




     Odyssey Re Holdings Corp., a corporation duly organized and existing under the laws of
Delaware (the “Company,” which term includes any successor Person under the Indenture hereinafter
referred to), for value received promises to pay to Cede & Co., as nominee of The Depository Trust
Company (the “Holder”), on July 2, 2006 the principal sum of fifty million dollars ($50,000,000)
plus a premium as specified in the Indenture; provided, however, that if the Company completes the
Restatement and files the reports related thereto with the Commission on or prior to July 1, 2006,
the principal sum of fifty million dollars ($50,000,000) shall instead be paid on March 15, 2021,
[if the Debenture is a Global Security, then insert – or such other principal sum represented
hereby as may be set forth in the records of the Securities Registrar hereinafter referred to in
accordance with the Indenture (as defined below)] and to pay interest on said principal sum from
February 22, 2006, or from the most recent Interest Payment Date (defined herein) to which interest
has been paid or duly provided for, quarterly in arrears on March 15, June 15, September 15 and
December 15 of each year or if such day is not a Business Day, then the next succeeding Business
Day (each such date, an “Interest Payment Date”) commencing on the Interest Payment Date in June
2006, at an annual rate equal to 6.970% beginning on (and including) the date of original issuance
and ending on (but excluding) the Interest Payment Date in June 2006 and at an annual rate for each
successive period beginning on (and including) the Interest Payment Date in June 2006, and each
succeeding Interest Payment Date, and ending on (but excluding) the next succeeding Interest
Payment Date (each a “Distribution Period”), equal to 3-Month LIBOR, determined as described below,
plus 2.20% (the “Coupon Rate”), applied to the principal amount hereof, until the principal hereof
is paid or duly provided for or made available for payment, and on any overdue principal and
(without duplication and to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest (including Additional Interest) at the
Interest Rate in effect for each applicable period, compounded quarterly, from the dates such
amounts are due until they are paid or made available for payment. The amount of interest payable
for any period will be computed on the basis of the actual number of days in the Distribution
Period concerned divided by 360. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the
close of business on the regular record date for such interest installment, which shall be fifteen
days prior to the day on which the relevant Interest Payment Date occurs. Any such interest
installment not so punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such regular record date and may be paid to the Person in whose name this Debenture (or
one or more Predecessor Securities) is registered at the close of business on a special record
date.



     Capitalized terms used and not defined in this Debenture shall have the meanings assigned in
the Indenture, dated as of the date of original issuance of this Debenture between the Trustee and
the Company.



A - 3









 





     “3-Month LIBOR” as used herein, means the London interbank offered interest rate for
three-month U.S. dollar deposits determined by the Trustee in the following order of priority: (i)
the rate (expressed as a percentage per annum) for U.S. dollar deposits having a three-month
maturity that appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the related
Determination Date (“Telerate Page 3750” means the display designated as “Page 3750” on the
Moneyline Telerate Service or such other page as may replace Page 3750 on that service or such
other service or services as may be nominated by the British Bankers’ Association as the
information vendor for the purpose of displaying London interbank offered rates for U.S. dollar
deposits); (ii) if such rate cannot be identified on the related Determination Date, the Trustee
will request the principal London offices of four leading banks in the London interbank market to
provide such banks’ offered quotations (expressed as percentages per annum) to prime banks in the
London interbank market for U.S. dollar deposits having a three-month maturity as of 11:00 a.m.
(London time) on such Determination Date. If at least two quotations are provided, 3-Month LIBOR
will be the arithmetic mean of such quotations; (iii) if fewer than two such quotations are
provided as requested in clause (ii) above, the Trustee will request four major New York City banks
to provide such banks’ offered quotations (expressed as percentages per annum) to leading European
banks for loans in U.S. dollars as of 11:00 a.m. (London time) on such Determination Date. If at
least two such quotations are provided, 3-Month LIBOR will be the arithmetic mean of such
quotations; and (iv) if fewer than two such quotations are provided as requested in clause (iii)
above, 3-Month LIBOR will be a 3-Month LIBOR determined with respect to the Distribution Period
immediately preceding such current Distribution Period. If the rate for U.S. dollar deposits
having a three-month maturity that initially appears on Telerate Page 3750 as of 11:00 a.m. (London
time) on the related Determination Date is superseded on the Telerate Page 3750 by a corrected rate
by 12:00 noon (London time) on such Determination Date, then the corrected rate as so substituted
on the applicable page will be the applicable 3-Month LIBOR for such Determination Date. As used
herein, “Determination Date” means the date that is two London Banking Days (i.e., a business day
in which dealings in deposits in U.S. dollars are transacted in the London interbank market)
preceding the commencement of the relevant Distribution Period.



     “Interest Rate” means for the period beginning on (and including) the date of original
issuance and ending on (but excluding) the Interest Payment Date in June 2006 the rate per annum of
6.970% and for each Distribution Period thereafter, the Coupon Rate.



     The Interest Rate for any Distribution Period will at no time be higher than the maximum rate
then permitted by New York law as the same may be modified by United States law.



     All percentages resulting from any calculations on the Debentures will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of
a percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or
..0987655), and all dollar amounts used in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upward)).



     The principal of and interest on this Debenture shall be payable at the office or agency of
the Trustee (or other paying agent appointed by the Company) maintained for that purpose in any
coin or currency of the United States of America that at the time of payment is legal tender for
payment of public and private debts; provided, however, that payment of interest
may be made



A - 4









 







by check mailed to the registered holder at such address as shall appear in the Debenture
Register if a request for a wire transfer by such holder has not been received by the Company or by
wire transfer to an account appropriately designated by the holder hereof.



     This Debenture shall rank pari passu with all other existing and future unsecured senior
indebtedness of the Company.



     This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred
to, be valid or become obligatory for any purpose until the certificate of authentication hereon
shall have been signed by or on behalf of the Trustee.



     The interest payable on this Debenture may be increased under certain circumstances, as
described in Section 2.8 of the Indenture.



     The provisions of this Debenture are continued on the reverse side hereof and such provisions
shall for all purposes have the same effect as though fully set forth at this place.



Signatures appear on the following page




A - 5









 








     IN WITNESS WHEREOF, the Company has duly executed this certificate.



	 	 	 	 	 	 	 
	 	 	Odyssey Re Holdings Corp.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






CERTIFICATE OF AUTHENTICATION




     This is one of the Debentures referred to in the within-mentioned Indenture.



	 	 	 	 	 	 	 
	 	 	Wilmington Trust Company, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 






A - 6









 





[FORM OF REVERSE OF DEBENTURE]




     This Debenture is one of the floating rate senior debentures of the Company, all issued or to
be issued under and pursuant to the Indenture dated as of February 22, 2006 (the “Indenture”), duly
executed and delivered between the Company and the Trustee, to which Indenture reference is hereby
made for a description of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the holders of the Debentures. The Debentures are
limited in aggregate principal amount as specified in the Indenture.



     The Company shall have the right to redeem the Debentures, in whole or in part, but in all
cases in a principal amount with integral multiples of $1,000.00, on any Interest Payment Date on
or after the Interest Payment Date in March 2011, at the Redemption Price.



     Prior to 10:00 a.m. New York City time on the Redemption Date, the Company will deposit with
the Trustee or with one or more paying agents an amount of money sufficient to redeem on the
Redemption Date, all the Debentures so called for redemption at the appropriate Redemption Price.



     If all, or less than all, the Debentures are to be redeemed, the Company will give the Trustee
notice not less than 45 nor more than 60 days prior to the Redemption Date, as to the aggregate
principal amount of Debentures to be redeemed and the Trustee shall select, in such manner as in
its sole discretion it shall deem appropriate and fair, the Debentures or portions thereof (in
integral multiples of $1,000.00) to be redeemed.



     Notwithstanding the foregoing, any redemption of Debentures by the Company shall be subject to
the receipt of any and all required regulatory approvals.



     In case an Event of Default shall have occurred and be continuing, upon demand of the Trustee,
the principal of all of the Debentures shall become due and payable in the manner, with the effect
and subject to the conditions provided in the Indenture.



     The Indenture contains provisions permitting the Company and the Trustee, with the consent of
the holders of not less than a majority in aggregate principal amount of the Debentures at the time
outstanding, to execute supplemental indentures for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the holders of the Debentures;
provided, however, that no such supplemental indenture shall without the consent of
the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity
of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate
or extend the time of payment of interest thereon, or reduce any amount payable on redemption
thereof or make the principal thereof or any interest or premium thereon payable in any coin or
currency other than that provided in the Debentures, or impair or affect the right of any
Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at
the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of
which are required to consent to any such supplemental indenture.



     The Indenture also contains provisions permitting the holders of a majority in aggregate
principal amount of the Debentures at the time outstanding on behalf of the holders of all of the



A - 7









 







Debentures to waive (or modify any previously granted waiver of) any past default or Event of
Default, and its consequences, except an Event of Default (a) specified in Sections 5.1(a) and (b),
(b) in respect of covenants or provisions hereof or of the Indenture which cannot be modified or
amended without the consent of the holder of each Debenture affected, or (c) in respect of the
covenants contained in Section 3.9 of the Indenture. Upon any such waiver, the default covered
thereby shall be deemed to be cured for all purposes of the Indenture and the Company, the Trustee
and the holders of the Debentures shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder
shall have been waived as permitted by the Indenture, said default or Event of Default shall for
all purposes of the Debentures and the Indenture be deemed to have been cured and to be not
continuing.



     No reference herein to the Indenture and no provision of this Debenture or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and premium, if any, and interest, including Additional Interest, on this
Debenture at the time and place and at the rate and in the money herein prescribed.



     The Debentures are issuable only in registered, certificated form without coupons and in
minimum denominations of $100,000.00 and any multiple of $1,000.00 in excess thereof. As provided
in the Indenture and subject to the transfer restrictions and limitations as may be contained
herein and therein from time to time, this Debenture is transferable by the holder hereof on the
Debenture Register of the Company. Upon due presentment for registration of transfer of any
Debenture at the Principal Office of the Trustee or at any office or agency of the Company
maintained for such purpose as provided in Section 3.2 of the Indenture, the Company shall execute,
the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall
authenticate and make available for delivery in the name of the transferee or transferees a new
Debenture for a like aggregate principal amount. All Debentures presented for registration of
transfer or for exchange or payment shall (if so required by the Company or the Trustee or the
Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument or instruments
of transfer in form satisfactory to, the Company and the Trustee or the Authenticating Agent duly
executed by the holder or his attorney duly authorized in writing. No service charge shall be made
for any exchange or registration of transfer of Debentures, but the Company or the Trustee may
require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be
imposed in connection therewith.



     Prior to due presentment for registration of transfer of any Debenture, the Company, the
Trustee, any Authenticating Agent, any paying agent, any transfer agent and any Debenture registrar
may deem the Person in whose name such Debenture shall be registered upon the Debenture Register to
be, and may treat him as, the absolute owner of such Debenture (whether or not such Debenture shall
be overdue) for the purpose of receiving payment of or on account of the principal of, premium, if
any, and interest on such Debenture and for all other purposes; and neither the Company nor the
Trustee nor any Authenticating Agent nor any paying agent nor any transfer agent nor any Debenture
registrar shall be affected by any notice to the contrary. All such payments so made to any holder
for the time being or upon his order shall be valid, and, to



A - 8









 







the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for
moneys payable upon any such Debenture.



     The Debentures are in registered form within the meaning of Treasury Regulations Section
1.871-14(c)(1)(i) for U.S. federal income and withholding tax purposes.



     No recourse for the payment of the principal of or premium, if any, or interest on any
Debenture, or for any claim based thereon or otherwise in respect thereof, and no recourse under or
upon any obligation, covenant or agreement of the Company in the Indenture or in any supplemental
indenture, or in any such Debenture, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, employee, officer or director, as
such, past, present or future, of the Company or of any successor Person of the Company, either
directly or through the Company or any successor Person of the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, it being expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as a consideration for, the execution of the Indenture and the
issue of the Debentures.



     PURSUANT TO SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, THE
INDENTURE AND THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.




A - 9









 








EXHIBIT B




Form of Transferor Certificate

to be Executed by QIBs




                    , [ ]




Odyssey Re Holdings Corp.

300 First Stamford Place

Stamford, Connecticut 06902




	 	 	 	 	 
	 

	 	Re:
	 	Purchase of Floating Rate Debentures (the “Debentures”) of
Odyssey Re Holdings Corp. (the “Company”)






     Reference is hereby made to the Indenture, dated as of February 22, 2006 (the “Indenture”),
between the Company and Wilmington Trust Company, as debenture trustee. Capitalized terms used but
not defined herein shall have the meanings given them in the Indenture.



     This letter relates to Debentures in the principal sum of $                                         which are
held in the name of [name of transferor] (the “Transferor”).



     In accordance with Article II of the Indenture, the Transferor hereby certifies that such
Debentures are being transferred in accordance with (i) the transfer restrictions set forth in the
Debentures and (ii) Rule 144A under the Securities Act (“Rule 144A”), to a transferee that the
Transferor reasonably believes is purchasing the Debentures for its own account or an account with
respect to which the transferee exercises sole investment discretion and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A, in a transaction
meeting the requirements of Rule 144A and in accordance with applicable securities laws of any
state of the United States or any other jurisdiction.



     You are entitled to rely upon this letter and are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby.



	 	 	 	 	 	 	 
	 	 	(Name of Transferor)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






B-1-1









 








EXHIBIT B-2




Form of Transferee Certificate

to be Executed by Transferees other than QIBs




                    , [ ]




Odyssey Re Holdings Corp.

300 First Stamford Place

Stamford, Connecticut 06902




	 	 	 	 	 
	 

	 	Re:
	 	Purchase of Floating Rate Debentures of Odyssey Re Holdings
Corp. in the principal amount of $                    






Ladies and Gentlemen:




     In connection with our purchase of the Debentures we confirm that:



     1. We understand that the Floating Rate Debentures (the “Debentures”) of Odyssey Re Holdings
Corp. (the “Company”) have not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), and may not be offered or sold except as permitted in the following sentence. We
agree on our own behalf and on behalf of any investor account for which we are purchasing the
Debentures that, if we decide to offer, sell or otherwise transfer any such Debentures, (i) such
offer, sale or transfer will be made only (a) to the Company, (b) to a person we reasonably believe
is a “qualified institutional buyer” (a “QIB”) (as defined in Rule 144A under the Securities Act)
in a transaction meeting the requirements of Rule 144A, so long as this security is eligible for
resale pursuant to Rule 144A in accordance with Rule 144A, (c) to an institutional “accredited
investor” within the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the
Securities Act that is acquiring Debentures for its own account, or for the account of such an
institutional “accredited investor,” for investment purposes and not with a view to, or for offer
or sale in connection with, any distribution thereof in violation of the Securities Act, (d)
pursuant to an effective registration statement under the Securities Act, or (e) pursuant to
another exemption from the registration requirements of the Securities Act, in each case in
accordance with any applicable securities laws of any state of the United States or any other
applicable jurisdiction and, in the case of (c) or (e), subject to the right of the Company to
require an opinion of counsel and other information satisfactory to it. The foregoing restrictions
on resale will not apply subsequent to the date on which, in the written opinion of counsel, the
Debentures are not “restricted securities” within the meaning of Rule 144 under the Securities Act.
If any resale or other transfer of the Debentures is proposed to be made pursuant to clause (c) or
(e) above, the transferor shall deliver a letter from the transferee substantially in the form of
this letter to the Trustee as Securities Registrar, which shall provide as applicable, among other
things, that the transferee is an institutional “accredited investor” within the meaning of
subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities Act that is acquiring such
Securities for investment purposes and not for distribution in violation of the Securities Act. We



B-2-1









 





acknowledge on our behalf and on behalf of any investor account for which we are purchasing
Securities that the Company reserves the right prior to any offer, sale or other transfer pursuant
to clause (c) or (e) to require the delivery of any opinion of counsel, certifications and/or other
information satisfactory to the Company. We understand that the certificates for any Debenture
that we receive will bear a legend substantially to the effect of the foregoing. We understand
that the terms of the Debentures are set forth in the Indenture, a copy of which is available from
the Company.



     2. We are an institutional “accredited investor” within the meaning of subparagraph (a) (1),
(2), (3) or (7) of Rule 501 under the Securities Act purchasing for our own account or for the
account of such an “accredited investor,” and we are acquiring the Debentures for investment
purposes and not with view to, or for offer or sale in connection with, any distribution in
violation of the Securities Act, and we have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of our investment in the
Debentures, and we and any account for which we are acting are each able to bear the economic risks
of our or its investment.



     3. We are acquiring the Debentures purchased by us for our own account (or for one or more
accounts as to each of which we exercise sole investment discretion and have authority to make, and
do make, the statements contained in this letter) and not with a view to any distribution of the
Debentures, subject, nevertheless, to the understanding that the disposition of our property will
at all times be and remain within our control.



     4. We acknowledge that we are not a fiduciary of (i) an employee benefit, individual
retirement account or other plan or arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”) (each a “Plan”); or (ii) an entity whose underlying assets include
“plan assets” by reason of any Plan’s investment in the entity, and are not purchasing any of the
Debentures on behalf of or with “plan assets” by reason of any Plan’s investment in the entity.



     5. We acknowledge that the Company and others will rely upon the truth and accuracy of the
foregoing acknowledgments, representations, warranties and agreements and agree that if any of the
acknowledgments, representations, warranties and agreements deemed to have been made by our
purchase of any of the Debentures are no longer accurate, we shall promptly notify the Company. If
we are acquiring any Debentures as a fiduciary or agent for one or more investor accounts, we
represent that we have sole discretion with respect to each such investor account and that we have
full power to make the foregoing acknowledgments, representations and agreement on behalf of each
such investor account.



	 	 	 	 	 	 	 
	 	 	(Name of Transferor)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 





B-2-2









 






	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





     Upon transfer, the Debentures (in the principal amount of $___) would be registered
in the name of the new beneficial owner as follows:


Name:                                                                                 



Address:                                                             



                                                                                               



Taxpayer ID Number:                                                             





B-2-3