exhibit4.5






Exhibit 4.5


 


 


 


 


 


 


 


 


 


 


 


 


SOUTHERN FIRST
BANCSHARES, INC.


 


 


 


Issuer 


 


 


 


to 


 


 


 


[                                     ]


 


 


 


Trustee 


 


 


 


SENIOR INDENTURE


 


 


 


Dated as of
__________, 20


 


 


 


Senior Debt
Securities 


	
   

  



 


 










 















 


 


 


 


TABLE OF
CONTENTS



 


 


	
   	
   	

Page

  
	
  ARTICLE ONE

  	
  DEFINITIONS AND
  OTHER PROVISIONS OF GENERAL APPLICATION

  	
  2

  
	
   

  	
  Section 101.

  	
  Definitions

  	
  2

  
	
   

  	
  Section 102.

  	
  Compliance
  Certificate and Opinions

  	
  8

  
	
   

  	
  Section 103.

  	
  Form of Documents
  Delivered to Trustee

  	
  8

  
	
   

  	
  Section 104.

  	
  Acts of Holders

  	
  9

  
	
   

  	
  Section 105.

  	
  Notices, Etc., to
  Trustee and Company

  	
  10

  
	
   

  	
  Section 106.

  	
  Notice to Holders

  	
  10

  
	
   

  	
  Section 107.

  	
  Language of
  Notices

  	
  11

  
	
   

  	
  Section 108.

  	
  Conflict With
  Trust Indenture Act

  	
  11

  
	
   

  	
  Section 109.

  	
  Effect of
  Headings and Table of Contents

  	
  11

  
	
   

  	
  Section 110.

  	
  Successors and Assigns

  	
  11

  
	
   

  	
  Section 111.

  	
  Separability
  Clause

  	
  11

  
	
   

  	
  Section 112.

  	
  Benefits of
  Indenture

  	
  12

  
	
   

  	
  Section 113.

  	
  Governing Law

  	
  12

  
	
   

  	
  Section 114.

  	
  Legal Holidays

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  	
  SECURITIES FORMS

  	
  12

  
	
   

  	
  Section 201.

  	
  Forms Generally

  	
  12

  
	
   

  	
  Section 202.

  	
  Form of Trustee’s
  Certificate of Authentication

  	
  12

  
	
   

  	
  Section 203.

  	
  Securities in
  Global Form

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  	
  THE SECURITIES

  	
  13

  
	
   

  	
  Section 301.

  	
  Amount Unlimited;
  Issuable in Series

  	
  13

  
	
   

  	
  Section 302.

  	
  Denominations

  	
  16

  
	
   

  	
  Section 303.

  	
  Securities in
  Foreign Countries

  	
  16

  
	
   

  	
  Section 304.

  	
  Execution,
  Authentication, Delivery and Dating

  	
  16

  
	
   

  	
  Section 305.

  	
  Temporary
  Securities

  	
  17

  
	
   

  	
  Section 306.

  	
  Registration,
  Transfer and Exchange

  	
  18

  
	
   

  	
  Section 307.

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
  20

  
	
   

  	
  Section 308.

  	
  Payment of
  Interest; Interest Rights Preserved

  	
  21

  
	
   

  	
  Section 309.

  	
  Persons Deemed
  Owners

  	
  22

  
	
   

  	
  Section 310.

  	
  Cancellations

  	
  22

  
	
   

  	
  Section 311.

  	
  Computation of
  Interest

  	
  22

  
	
   

  	
  Section 312.

  	
  Cusip Numbers

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  	
  SATISFACTION AND
  DISCHARGE

  	
  23

  
	
   

  	
  Section 401.

  	
  Satisfaction and
  Discharge of Indenture

  	
  23

  
	
   

  	
  Section 402.

  	
  Application of
  Trust Money

  	
  24

  
	
   

  	
  Section 403.

  	
  Definitions

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  	
  REMEDIES

  	
  25

  
	
   

  	
  Section 501.

  	
  Events of Default

  	
  25

  
	
   

  	
  Section 502.

  	
  Acceleration of
  Maturity; Rescission and Annulment

  	
  26

  
	
   

  	
  Section 503.

  	
  Collection of
  Indebtedness and Suits for Enforcement by Trustee

  	
  27

  
	
   

  	
  Section 504.

  	
  Trustee May File
  Proofs of Claim

  	
  28

  


 


	
  i

  



 





 

	
   

  	
  Section 505.

  	
  Trustee May
  Enforce Claims Without Possession of Securities or Coupons

  	
  28

  
	
   

  	
  Section 506.

  	
  Application of
  Money Collected

  	
  28

  
	
   

  	
  Section 507.

  	
  Limitations on
  Suits

  	
  29

  
	
   

  	
  Section 508.

  	
  Unconditional
  Right of Holders to Receive Principal, Premium, Interest and Additional
  Amounts

  	
  29

  
	
   

  	
  Section 509.

  	
  Restoration of
  Rights and Remedies

  	
  29

  
	
   

  	
  Section 510.

  	
  Rights and
  Remedies Cumulative

  	
  29

  
	
   

  	
  Section 511.

  	
  Delay or Omission
  Not Waiver

  	
  30

  
	
   

  	
  Section 512.

  	
  Control of
  Holders

  	
  30

  
	
   

  	
  Section 513.

  	
  Waiver of Past
  Defaults

  	
  30

  
	
   

  	
  Section 514.

  	
  Waiver of Stay or
  Extension Laws

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  	
  THE TRUSTEE

  	
  31

  
	
   

  	
  Section 601.

  	
  Notice of
  Defaults

  	
  31

  
	
   

  	
  Section 602.

  	
  Certain Rights of
  Trustee

  	
  31

  
	
   

  	
  Section 603.

  	
  Not Responsible
  for Recitals or Issuance Securities

  	
  32

  
	
   

  	
  Section 604.

  	
  May Hold
  Securities

  	
  32

  
	
   

  	
  Section 605.

  	
  Money Held in
  Trust

  	
  32

  
	
   

  	
  Section 606.

  	
  Compensation and
  Reimbursement

  	
  32

  
	
   

  	
  Section 607.

  	
  Corporate Trustee
  Required; Eligibility; Conflicting Interests

  	
  33

  
	
   

  	
  Section 608.

  	
  Resignation and
  Removal; Appointment of Successor

  	
  33

  
	
   

  	
  Section 609.

  	
  Acceptance of
  Appointment by Successor

  	
  34

  
	
   

  	
  Section 610.

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
  35

  
	
   

  	
  Section 611.

  	
  Appointment of
  Authenticating Agent

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  	
  HOLDERS’ LISTS
  AND REPORTS BY TRUSTEE AND COMPANY

  	
  37

  
	
   

  	
  Section 701.

  	
  Company to
  Furnish Trustee Names and Addresses of Holders

  	
  37

  
	
   

  	
  Section 702.

  	
  Preservation of
  Information; Communications to Holders

  	
  37

  
	
   

  	
  Section 703.

  	
  Reports by
  Trustee

  	
  37

  
	
   

  	
  Section 704.

  	
  Reports by
  Company

  	
  37

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  	
  CONSOLIDATION,
  MERGER AND SALES

  	
  38

  
	
   

  	
  Section 801.

  	
  Company May
  Consolidate etc., Only on Certain Terms

  	
  38

  
	
   

  	
  Section 802.

  	
  Successor
  Corporation Substituted for Company

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  	
  SUPPLEMENTAL
  INDENTURES

  	
  39

  
	
   

  	
  Section 901.

  	
  Supplemental
  Indentures Without Consent of Holders

  	
  39

  
	
   

  	
  Section 902.

  	
  Supplemental
  Indentures with Consent of Holders

  	
  40

  
	
   

  	
  Section 903.

  	
  Execution of
  Supplemental Indentures

  	
  41

  
	
   

  	
  Section 904.

  	
  Effect of
  Supplemental Indentures

  	
  41

  
	
   

  	
  Section 905.

  	
  Conformity with
  Trust Indenture Act

  	
  41

  
	
   

  	
  Section 906.

  	
  Reference in
  Securities to Supplemental Indentures

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  	
  COVENANTS

  	
  41

  
	
   

  	
  Section 1001.

  	
  Payment of
  Principal, Premium, if any, and Interest

  	
  41

  
	
   

  	
  Section 1002.

  	
  Maintenance of
  Office or Agency

  	
  41

  
	
   

  	
  Section 1003.

  	
  Money for
  Securities Payments to be Held in Trust

  	
  42

  
	
   

  	
  Section 1004.

  	
  Additional
  Amounts

  	
  43

  
	
   

  	
  Section 1005.

  	
  Statement as to
  Compliance; Notice of Certain Defaults

  	
  44

  
	
   

  	
  Section 1006.

  	
  Limitation on
  Liens

  	
  44

  


 


	
  
	ii

  



 





 

	
   

  	
  Section 1007.

  	
  Limitation on
  Certain Acquisitions

  	
  45

  
	
   

  	
  Section 1008.

  	
  Payment of Taxes
  and Other Claim

  	
  45

  
	
   

  	
  Section 1009.

  	
  Corporate Existence

  	
  45

  
	
   

  	
  Section 1010.

  	
  Waiver of Certain
  Covenants

  	
  45

  
	
   

  	
  Section 1011.

  	
  Calculation of
  Original Issue Discount

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
  REDEMPTION OF
  SECURITIES

  	
  45

  
	
   

  	
  Section 1101.

  	
  Applicability of
  Article

  	
  45

  
	
   

  	
  Section 1102.

  	
  Election to
  Redeem; Notice to Trustee

  	
  45

  
	
   

  	
  Section 1103.

  	
  Selection by
  Trustee of Securities to be Redeemed

  	
  46

  
	
   

  	
  Section 1104.

  	
  Notice of
  Redemption

  	
  46

  
	
   

  	
  Section 1105.

  	
  Deposit of
  Redemption Price

  	
  47

  
	
   

  	
  Section 1106.

  	
  Securities
  Payable on Redemption Date

  	
  47

  
	
   

  	
  Section 1107.

  	
  Securities
  Redeemed in Part

  	
  48

  
	
   

  	
  Section 1108.

  	
  Conversion
  Arrangements on Call for Redemption

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE

  	
  SINKING FUNDS

  	
  49

  
	
   

  	
  Section 1201.

  	
  Applicability of
  Article

  	
  49

  
	
   

  	
  Section 1202.

  	
  Satisfaction of
  Sinking Fund Payments with Securities

  	
  49

  
	
   

  	
  Section 1203.

  	
  Redemption of
  Securities for Sinking Fund

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN

  	
  REPAYMENT AT THE
  OPTION OF HOLDERS

  	
  50

  
	
   

  	
  Section 1301.

  	
  Applicability of
  Article

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOURTEEN

  	
  MEETINGS OF
  HOLDERS

  	
  50

  
	
   

  	
  Section 1401.

  	
  Purposes for
  Which Meetings May Be Called

  	
  50

  
	
   

  	
  Section 1402.

  	
  Call, Notice and
  Place of Meetings

  	
  50

  
	
   

  	
  Section 1403.

  	
  Persons Entitled
  to Vote at Meetings

  	
  50

  
	
   

  	
  Section 1404.

  	
  Quorum; Action

  	
  51

  
	
   

  	
  Section 1405.

  	
  Determination of
  Voting Rights; Conduct and Adjournment of Meetings

  	
  51

  
	
   

  	
  Section 1406.

  	
  Counting Votes
  and Recording Action of Meeting

  	
  52

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FIFTEEN

  	
  CONVERSION

  	
  52

  
	
   

  	
  Section 1501.

  	
  Conversion
  Privilege

  	
  52

  
	
   

  	
  Section 1502.

  	
  Manner of
  Exercise of Convertible Privilege

  	
  52

  
	
   

  	
  Section 1503.

  	
  Cash Adjustment
  Upon Conversion

  	
  53

  
	
   

  	
  Section 1504.

  	
  Conversion Price

  	
  53

  
	
   

  	
  Section 1505.

  	
  Adjustment of
  Conversion Price

  	
  53

  
	
   

  	
  Section 1506.

  	
  Effect of
  Reclassifications, Consolidations, Mergers or Sales on Conversion Privilege

  	
  55

  
	
   

  	
  Section 1507.

  	
  Taxes on
  Conversions

  	
  56

  
	
   

  	
  Section 1508.

  	
  Company to
  Reserve Common Stock

  	
  56

  
	
   

  	
  Section 1509.

  	
  Disclaimer by
  Trustee of Responsibility for Certain Matters

  	
  56

  
	
   

  	
  Section 1510.

  	
  Company to Give
  Notice of Certain Events

  	
  56

  



 




	
  iii

  






 







 
















 


 


 


 


SOUTHERN FIRST
BANCSHARES, INC.


 


 


 


Reconciliation and tie between Trust
Indenture Act of 1939, as amended, and Senior Indenture, dated as
of                 , 20  . 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trust
  Indenture Act Section

  	
   

  	
  Indenture
  Section

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section
  310

  	
   

  	
  (a (1)

  	
   

  	
  607

  
	
   

  	
   

  	
  (a (2)

  	
   

  	
  607

  
	
   

  	
   

  	
  (a (5)

  	
   

  	
  607

  
	
   

  	
   

  	
  
	(b

  	
   

  	
  607

  
	
  Section
  311

  	
   

  	
  
	(a

  	
   

  	
  604

  
	
   

  	
   

  	
  
	(b

  	
   

  	
  604

  
	
   

  	
   

  	
  (b (2)

  	
   

  	
  108

  
	
  Section
  312

  	
   

  	
  
	(a

  	
   

  	
  701,
  702 (a)

  
	
   

  	
   

  	
  
	(b

  	
   

  	
  702
  (a)

  
	
   

  	
   

  	
  
	(c

  	
   

  	
  702
  (b)

  
	
  Section
  313

  	
   

  	
  
	(a

  	
   

  	
  703
  (a), 703 (b)

  
	
   

  	
   

  	
  (b (2)

  	
   

  	
  108

  
	
   

  	
   

  	
  
	(c

  	
   

  	
  703
  (c)

  
	
   

  	
   

  	
  
	(d

  	
   

  	
  703
  (c)

  
	
  Section
  314

  	
   

  	
  
	(a

  	
   

  	
  704

  
	
   

  	
   

  	
  (c (1)

  	
   

  	
  102

  
	
   

  	
   

  	
  (c (2)

  	
   

  	
  102

  
	
   

  	
   

  	
  (c (3)

  	
   

  	
  108

  
	
   

  	
   

  	
  
	(e

  	
   

  	
  102

  
	
  Section
  315

  	
   

  	
  
	(a

  	
   

  	
  108

  
	
   

  	
   

  	
  
	(b

  	
   

  	
  601

  
	
   

  	
   

  	
  
	(c

  	
   

  	
  108

  
	
   

  	
   

  	
  
	(d

  	
   

  	
  108

  
	
   

  	
   

  	
  (d (1)

  	
   

  	
  108

  
	
   

  	
   

  	
  (d (2)

  	
   

  	
  108

  
	
   

  	
   

  	
  (d (3)

  	
   

  	
  108

  
	
   

  	
   

  	
  
	(e

  	
   

  	
  108

  
	
  Section
  316

  	
   

  	
  
	(a

  	
   

  	
  104

  
	
   

  	
   

  	
  (a (1) (A)

  	
   

  	
  512

  
	
   

  	
   

  	
  (a (1) (B)

  	
   

  	
  513

  
	
   

  	
   

  	
  
	(b

  	
   

  	
  508

  
	
   

  	
   

  	
  
	(c

  	
   

  	
  104

  
	
  Section
  317

  	
   

  	
  (a (1)

  	
   

  	
  505

  
	
   

  	
   

  	
  (a (2)

  	
   

  	
  504

  
	
   

  	
   

  	
  
	(b

  	
   

  	
  1003

  
	
  Section
  318

  	
   

  	
  
	(a

  	
   

  	
  108

  



 


 


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


 




	
  1

  













 










 











 


 


 


 


SENIOR INDENTURE, dated as of
__________, 20 (the “Indenture”), is made by and between Southern First
Bancshares, Inc., a corporation duly organized and existing under the laws of
the State of South Carolina (the “Company”), having its principal office at 100
Verdae Boulevard, Suite 100, Greenville, South Carolina 29606, and [                     ],
having its principal office at [                                              ],
not in its individual capacity but solely as Trustee (the “Trustee”). 


 


RECITALS 


 


The Company has duly authorized the
execution and delivery of this Indenture to provide for the issuance from time
to time of its unsecured and unsubordinated debentures, notes or other
evidences of indebtedness (the “Securities”), unlimited as to principal amount,
to bear such rates of interest, to mature at such time or times, to be issued
in one or more series and to have such other provisions as shall be fixed as
hereinafter provided. 


 


The Company has duly authorized the
execution and delivery of this Indenture and all things necessary to make this
Indenture a valid agreement of the Company, in accordance with its terms, have
been done. 


 


This Indenture is subject to the
provisions of the Trust Indenture Act of 1939, as amended, that are required to
be part of this Indenture and shall, to the extent applicable, be governed by
such provisions. 


 


NOW, THEREFORE, THIS INDENTURE
WITNESSETH: 


 


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


 


ARTICLE ONE


 


DEFINITIONS AND
OTHER PROVISIONS OF GENERAL APPLICATION


 


Section
101. Definitions. 


 


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


 


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


 


(3)           all other
terms used herein which are defined in the Trust Indenture Act, either directly
or by reference therein, have the meanings assigned to them therein;


 


(4)           all accounting
terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles and, except as
otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted at the date of
such computation;


 


(5)           the words
“herein”, “hereof”, “hereto” 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;


 


(6)           the word “or”
is not exclusive;


 


(7)           all words in
the singular include the plural and all words in the plural include the
singular; and


 


(8)           the word
“including” means “including without limitations.”


	
   

  



                Certain terms used
principally in certain Articles hereof are defined in those Articles. 


 




	
  2

  













 










 











 


 


 


 


“Act”, when used with respect to
any Holders, has the meaning specified in Section 104. 


 


“Additional Amounts” means any
additional amounts which are required hereby or by any Security, under
circumstances specified herein or therein, to be paid by the Company in respect
of certain taxes imposed on Holders specified therein and which are owing to
such Holders. 


 


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


 


“Authenticating Agent” means any
Person authorized by the Trustee pursuant to Section 611 to act on behalf of
the Trustee to authenticate Securities of one or more series. 


 


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


 


“Bank” means (i) any institution
organized under the laws of the United States, any State of the United States,
the District of Columbia, any territory of the United States, Puerto Rico,
Guam, American Samoa or the Virgin Islands which (a) accepts deposits that the
depositor has a legal right to withdraw on demand, and (b) engages in the
business of making commercial loans and (ii) any trust company organized under
any of the foregoing laws. 


 


“Bearer Security” means any
Security in the form established pursuant to Section 201 which is payable to
bearer. 


 


“Board Of Directors” means the
board of directors of the Company or any committee of that board duly
authorized to act for the Company hereunder. 


 


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


 


“Business Day”, except as may
otherwise be provided herein or in any Security, means any day, other than a
Saturday or a Sunday, that is neither a Legal Holiday nor a day on which
banking institutions are authorized or required by law, regulation or executive
order to close. 


 


“Called Securities” means any
Convertible Security that is called for redemption by the Company. 


 


“Capital Stock” means, as to
shares of a particular corporation, outstanding shares of stock of any class
whether now or hereafter authorized, irrespective of whether such class shall
be limited to a fixed sum or percentage in respect of the rights of the holders
thereof to participate in dividends and in the distribution of assets upon the voluntary
liquidation, dissolution or winding up of such corporation. 


 


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


 


“Common Stock” means all shares
now or hereafter authorized of the class of common stock of the Company
presently authorized and stock of any other class into which such shares may
hereafter have been changed. 




	
  3

  













 










 











 


 


 


 


 


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


 


“Company Request” and “Company
Order” mean a written request or order, as the case may be, signed in the
name of the Company by the Chairman of the Board of Directors, a Vice Chairman,
the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered
to the Trustee. 


 


“Convertible Security” or “Convertible
Securities” means any Security or Securities, as the case may be, which are
by their terms convertible into Common Stock. 


 


“Conversion Price” means the
price per share of Common Stock from time to time in effect at which any
Convertible Security may be converted into Common Stock as determined by or
pursuant to the terms of this Indenture. 


 


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



 


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


 


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


 


“Date of Conversion” with respect
to any Convertible Security or portion thereof to be converted, means the date
on which such Convertible Security shall be surrendered for conversion and notice
given in accordance with the provisions of Article Fifteen. 


 


“Defaulted Interest” has the
meaning specified in Section 308. 


 


“Dollars” or “$” means a
dollar or other equivalent unit in the currency of the United States, except as
may otherwise be provided herein or in any Security. 


 


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


 


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


 


“Holder”, in the case of any
Registered Security, means the Person in whose name such Security is registered
in the Security Register and, in the case of any Bearer Security, means the
bearer thereof and, in the case of any Coupon, means the bearer thereof. 


 




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


 


“Independent Public Accountants”
means accountants or a firm of accountants that are independent public
accountants with respect to the Company within the meaning of the Securities
Act of 1933, as amended, and the rules and regulations promulgated by the
Commission thereunder who may be the independent public accountants regularly
retained by the Company or who may be other independent public accountants.
Such accountants or firm shall be entitled to rely upon any Opinion of Counsel
as to the interpretation of any legal matters relating to the Indenture or
certificates required to be provided hereunder. 


 


“Interest”, with respect to any
Original Issue Discount Security which by its terms bears interest only after
Maturity, means interest payable after Maturity and, with respect to any
Security which provides for the payment of Additional Amounts pursuant to
Section 1004, includes such Additional Amounts. 


 


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


 


“Legal Holiday”, except as
otherwise may be provided herein or in any Securities, with respect to any
Place of Payment or other location, means a Saturday, a Sunday or a day on
which banking institutions or trust companies in such Place of Payment or other
location are not authorized or obligated to be open. 


 


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


 


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


 


“Opinion Of Counsel”, except as
otherwise provided herein or in any Security, means a written Opinion of
Counsel, who may be an employee of or counsel for the Company or other counsel.



 


“Original Issue Discount Security”
means a Security issued pursuant to this Indenture which provides for
declaration of an amount less than the principal thereof to be due and payable
upon acceleration pursuant to Section 502. 


 


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


 


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


 




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


 


(c)           Securities,
except to the extent provided in Section 403, with respect to which the Company
has effected defeasance and/or covenant defeasance pursuant to Section 403
hereof; and


 


(d)           Securities
which have been paid pursuant to Section 307 or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company;


 


provided,
however,
that in determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or are present at a meeting of
Holders of Securities for quorum purposes and for purposes of making the
calculations required by Section 313 of the Trust Indenture Act, (i) the
principal amount of an Original Issue Discount Security that may be counted in
making such determination or calculation and that shall be deemed to be
outstanding for such purposes shall be equal to the amount of the principal
thereof that pursuant to the terms of such Original Issue Discount Security
would be declared (or shall have been declared to be) due and payable upon a
declaration of acceleration pursuant to Section 502 at the time of such
determination or calculation, and (ii) the principal amount of any Security
denominated other than in Dollars that may be counted in making such
determination or calculation and that shall be deemed outstanding for such
purpose shall be equal to the Dollar equivalent, determined by the Company as
of the date such Security is originally issued by the Company, of the principal
amount (or, in the case of an Original Issue Discount Security, the Dollar
equivalent as of such date of original issuance of the amount determined as
provided in clause (i) above) of such Security, and (iii) Securities owned by
the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor, shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making any such calculation or relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor.


 


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


 


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


 


“Place Of Payment”, with respect
to any Security, means the place or places where the principal of (and premium,
if any) and interest on the Securities of that series are payable as specified
in or pursuant to Section 301(9) or Section 1002. 


 


“Predecessor Security” of any
particular Security means every previous Security evidencing all or a portion
of the same debt as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under
Section 307 in exchange for or in lieu of a lost, destroyed, mutilated or
stolen Security or any Security to which a mutilated, destroyed, lost or stolen
Coupon appertains shall be deemed to evidence the same debt as the lost,
destroyed, mutilated or stolen Security or the Security to which a mutilated,
destroyed, lost or stolen Coupon appertains. 


 


“Redemption Date”, with respect
to any Security or portion thereof to be redeemed, means the date fixed for
such redemption by or pursuant to this Indenture. 


 


“Redemption Price”, with respect
to any Security or portion thereof to be redeemed, means the price at which it
is to be redeemed as determined by or pursuant to the provisions of this
Indenture. 


 




	
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“Registered Security” means any
Security established pursuant to Section 201 which is registered and the
transfer or exchange thereof is registrable in the Security Register. 


 


“Regular Record Date” for the
interest payable on any Registered Security on any Interest Payment Date
therefor means the date, if any, specified in such Security as the “Regular
Record Date”. 


 


“Responsible Officer” when used
with respect to the Trustee means any officer within the corporate trust
department of the Trustee, including the vice president, any assistant vice
president, assistant treasurer, or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person’s knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture. 


 


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


 


“Security Register” and “Security
Registrar” have the respective meanings specified in Section 306. 


 


“Special Record Date” for the
payment of any Defaulted Interest on any registered Security means a date fixed
by the Trustee pursuant to Section 308. 


 


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


 


“Subsidiary” means any
corporation of which at the time of determination the Company and/or one or
more Subsidiaries owns or controls directly or indirectly more than 50% of the
shares of Voting Stock. 


 


“Subsidiary Bank” means any
Subsidiary which is a Bank. 


 


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


 


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


 


“United States”, except as
otherwise provided herein or in any Security, means the United States of
America (including the States and the District of Columbia) , its territories
and possessions and other areas subject to its jurisdiction. 


 


“United States Alien”, except as
otherwise provided herein or in any Security, means any Person who, for United
States Federal income tax purposes, is a foreign corporation, a non-resident
alien individual, a non-resident alien fiduciary of a foreign estate or trust,
or a foreign partnership one or more of the members of which is, for United
States Federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust. 


 




	
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“U.S. Depository” or “Depository”
means, with respect to any Security issuable or issued in the form of one or
more global Securities, the Person designated as U.S. Depository by the Company
pursuant to Section 301, which must be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and, if so provided pursuant to
Section 301 with respect to any Security, any successor to such Person. If at
any time there is more than one such Person, “U.S. Depository” or “Depository”
shall mean, with respect to any Securities, the qualifying entity which has
been appointed with respect to such Securities. 


 


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


 


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


 


Section
102. Compliance Certificates and Opinions. 


 


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


 


Every certificate or opinion with
respect to compliance with a condition or covenant provided for in this
Indenture and in any applicable Security (except Section 1005) shall include: 


 


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


 


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


 


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


 


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


 


Section
103. Form of Documents Delivered to Trustee. 


 


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


 


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


 




	
  8

  













 










 











 


 


 


 


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


 


Section
104. Acts of Holders. 


 


(a)           Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such
Holders in person or by agent duly appointed in writing. If, but only if,
Securities of a series are issuable as Bearer Securities, any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders of Securities of such series
may, alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
Fourteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments and so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and (subject to Section 315 of the Trust Indenture Act)
conclusive in favor of the Trustee and the Company and any agent of the Trustee
or the Company, if made in the manner provided in this Section. The record of
any meeting of Holders of Securities shall be proved in the manner provided in
Section 1406. 


 


Without limiting the generality of this
Section 104, unless otherwise established in or pursuant to a Board Resolution
or set forth or determined in an Officers’ Certificate, or established in one
or more indentures supplemental hereto, pursuant to Section 301, a Holder,
including a U.S. Depository that is a Holder of a global Security, may make,
give or take, by a proxy, or proxies, duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other action
provided in this Indenture to be made, given or taken by Holders, and a U.S.
Depository that is a Holder of a global Security may provide its proxy or
proxies to the beneficial owners of interests in any such global Security
through such U.S. Depository’s standing instructions and customary practices. 


 


The Trustee shall fix a record date,
which shall be not more than 30 days prior to the first solicitation of such
Holders, for the purpose of determining the Persons who are beneficial owners
of interest in any permanent global Security held by a U.S. Depository entitled
under the procedures of such U.S. Depository to make, give or take, by a proxy
or proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in this Indenture
to be made, given or taken by Holders. If such a record date is fixed, the
Holders on such record date or their duly appointed proxy or proxies, and only
such Persons, shall be entitled to make, give or take such request, demand,
authorization, direction, notice, consent, waiver or other action, whether or
not such Holders remain Holders after such record date. No such request,
demand, authorization, direction, notice, consent, waiver or other action shall
be valid or effective if made, given or taken more than 90 days after such
record date. 


 


(b)           The fact and date of the
execution by any Person of any such instrument or writing may be proved in any
reasonable manner which the Trustee deems sufficient and in accordance with
such reasonable rules as the Trustee may determine; and the Trustee may in any
instance require further proof with respect to any of the matters referred to
in this Section. 


 


(c)           The ownership, principal
amount and serial numbers of Registered Securities held by any Person, and the
date of the commencement and the date of termination of holding the same, shall
be proved by the Security Register. 


 




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


 


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


 


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


 


Section
105. Notices, Etc., to Trustee and Company. 


 


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


 


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


 


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


 


Section
106. Notice to Holders; Waiver. 


 


Except as otherwise expressly provided
herein or in any Security, where this Indenture provides for notice to Holders
of any event, 


 


(1)           such notice
shall be sufficiently given to Holders of Registered Securities if in writing
and mailed, first-class postage prepaid, to each Holder of a Registered
Security affected by such event, at his address as it appears in the Security
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such Notice; and


 




	
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(2)           such notice
shall be sufficiently given to Holders of Bearer Securities, if any, if
published in an Authorized Newspaper and, if such Securities are then listed on
any stock exchange outside the United States, in an Authorized Newspaper in
such city as the Company shall advise the Trustee that such stock exchange so
requires, on a Business Day at least twice, the first such publication to be
not earlier than the earliest date and not later than the latest date
prescribed for the giving of such notice.


 


(3)           In any case
where notice to Holders of Registered Securities is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder of a Registered Security shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the
sufficiency of any notice to Holders of Bearer Securities given as provided
herein. Any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given or provided. In the case by
reason of the suspension of regular mail service or by reason of any other
cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.


 


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


 


Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver. 


 


Section
107. Language of Notices. 


 


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


 


Section
108. Conflict With Trust Indenture Act. 


 


If any provision hereof limits,
qualifies or conflicts with the duties imposed pursuant to Section 318(c) of
the Trust Indenture Act, such imposed duties shall control. 


 


Section
109. Effect of Headings and Table of Contents. 


 


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


 


Section
110. Successors and Assigns. 


 


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


 


Section
111. Separability Clause. 


 


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


 




	
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Section
112. Benefits Of Indenture. 


 


Nothing in this Indenture, any Security
or any Coupon, express or implied, shall give to any Person, other than the
parties hereto, any Security Registrar, any Paying Agent and their successors
hereunder and the Holders of Securities or Coupon, any benefit or any legal or
equitable right, remedy or claim under this Indenture. 


 


Section
113. Governing Law. 


 


This Indenture, the Securities and the
Coupons shall be governed by and construed in accordance with the laws of the
State of New York applicable to agreements made or instruments entered into
and, in each case, performed in said state. 


 


Section
114. Legal Holidays. 


 


In any case where any Interest Payment
Date, Redemption Date or Stated Maturity of any Security, or the last day on
which a Holder has the right to convert these Securities, is not a Business Day
at any Place of Payment, then (notwithstanding any other provision of this
Indenture, any Security or Coupon other than a provision in any Security or any
Coupon that specifically states that such provision shall apply in lieu of this
Section) payment of interest or any Additional Amounts or principal (and premium,
if any) or conversion of the Securities need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity, or the last such
day of conversion, and no interest shall accrue on the amount so payable for
the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be. 


 


ARTICLE TWO 


 


SECURITIES FORMS


 


Section
201. Forms Generally. 


 


Each Registered Security, Bearer
Security, Coupon and temporary global Security issued pursuant to this
Indenture shall be in the form established by or pursuant to a Board Resolution
or in one or more indentures supplemental hereto, shall have appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture or any indenture supplemental hereto and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Security, as evidenced by their execution of such
Security. 


 


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


 


Section
202. Form of Trustee’s Certificate of Authentication. 


 


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


 


This certificate represents Securities
of the series designated therein referred to in the within-mentioned Indenture.


 




	
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  Dated: 

  	
  [                               ],

  not
  in its individual capacity but solely as Trustee

   

   

  	
   

  
	
   

  	
  By:  

  	
  /s/ 
  

  	
   

  
	
   

  	
   

  	
  Authorized Signatory 

  	
   

  
	
   

  	
   

  	
   

  	
   

  



Section
203. Securities in Global Form. 


 


If Securities of a series are issuable
in global form, any such Security may provide that it shall represent the
aggregate amount of Outstanding Securities of such series from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any Security in global form to reflect
the amount, or any increase or decrease in the amount, or changes in the rights
of Holders, of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Company Order to be delivered pursuant to Section 304 or 305 with respect
thereto. Subject to the provisions of Section 304 and, if applicable, Section
305, the Trustee shall deliver and redeliver any Security in permanent global
form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order
pursuant to Section 304 or 305 has been, or simultaneously is, delivered, any
instructions by the Company with respect to a Security in global form shall be
in writing but need not comply with Section 102 and need not be accompanied by
an Opinion of Counsel. 


 


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


 


Notwithstanding the provisions of
Section 308, unless otherwise specified as contemplated by Section 301, payment
of principal of and any premium and interest on any Security in permanent
global form shall be made to the Person or Persons specified therein. 


 


Notwithstanding the provisions of
Section 309 and except as provided in the preceding paragraph, the Company, the
Trustee and any agent of the Company and the Trustee shall treat as the Holder
of such principal amount of Outstanding Securities represented by a permanent
global Security (i) in the case of a permanent global Security in registered
form, the Holder of such permanent global Security in registered form, or (ii)
in the case of a permanent global Security in bearer form, the Person or
Persons specified pursuant to Section 301. 


 


ARTICLE THREE


 


THE SECURITIES


 


Section
301. Amount Unlimited; Issuable in Series. 


 


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


 


The Securities may be issued in one or
more series. There shall be established in or pursuant to one or more Board
Resolutions, and set forth in an Officers’ Certificate, or established in one
or more indentures supplemental hereto, 


 


(1)           the title of
the Securities and the series in which such Securities shall be included;


 


(2)           any limit upon
the aggregate principal amount of the Securities of such title or the
Securities of such series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 305, 306, 307, 906, 1107 or 1502 or the terms of
such Securities);


 




	
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(3)           whether
Securities of the series are to be issuable as Registered Securities, Bearer
Securities or both and, if the Securities are to be issuable exclusively or
alternatively as Bearer Securities, whether the Bearer Securities are to be
issuable with Coupons, without Coupons or both, and any restrictions applicable
to the offer, sale delivery or conversion of the Bearer Securities and the
terms, if any, upon which Bearer Securities may be exchanged for Registered
Securities and vice versa;


 


(4)           whether any
Securities of the series are to be issuable initially or otherwise in global
form and, if so, (i) whether beneficial owners of interests in any such global
Security may exchange such interest for Securities of such series and of like
tenor of any authorized form and denomination and the circumstances under which
any such exchanges may occur, if other than in the manner specified in Section
306, (ii) the name of the depository or the U.S. Depository, as the case may
be, with respect to any global Security and (iii) the manner in which interest
payable on a global Security will be paid;


 


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


 


(6)           if Securities
of the series are to be issuable as Bearer Securities, whether interest in
respect of any portion of a temporary Bearer Security in global form
(representing all of the Outstanding Bearer Securities of the series) payable
in respect of an Interest Payment Date prior to the exchange of such temporary
Bearer Security for definitive Securities of the series shall be paid to any
clearing organization with respect to the portion of such temporary Bearer
Security held for its account and, in such event, the terms and conditions
(including any certification requirements) upon which any such interest payment
received by a clearing organization will be credited to the Persons entitled to
interest payable on such Interest Payment Date;


 


(7)           the date or
dates, or the method, if any, by which such date or dates shall be determined,
on which the principal of such Securities is payable;


 


(8)           the rate or
rates at which such Securities shall bear interest, if any, or the method, if
any, by which such rate or rates are to be determined, the date or dates, if
any, from which such interest shall accrue or the method, if any, by which such
date or dates are to be determined, the Interest Payment Dates, if any, on
which such interest shall be payable and the Regular Record Date, if any, for
the interest payable on Registered Securities on any Interest Payment Date,
whether and under what circumstances Additional Amounts on such Securities or
any of them shall be payable, and the basis upon which interest shall be
calculated if other than that of a 360-day year of twelve 30-day months;


 


(9)           the place or
places, if any, where the principal of (and premium, if any) and interest
(including Additional Amounts), if any, on such Securities shall be payable,
any Registered Securities of the series may be surrendered for registration of
transfer, Securities of the series may be surrendered for exchange or
conversion and notices or demands to or upon the Company in respect of the
Securities of the series and this Indenture may be served;


 


(10)         whether the
Securities of the series or any of them are to be redeemable at the option of
the Company and, if so, the period or periods within which, the price or prices
at which and the other terms and conditions upon which such Securities may be
redeemed, in whole or in part, at the option of the Company;


 


(11)         whether the
Company is obligated to redeem, or purchase Securities of the series or any of
them pursuant to any sinking fund or at the option of any Holder thereof and,
if so, the period or periods within which, the price or prices at which and the
other terms and conditions upon which such Securities shall be redeemed or
purchased, in whole or in part, pursuant to such obligation, and any provisions
for the remarketing of the Securities of the series so redeemed or purchased;


 


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


 




	
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(13)         if other than
the principal amount thereof, the portion of the principal amount of the
Securities of the series of any of them which shall be payable upon declaration
of acceleration of the Maturity thereof pursuant to Section 502 or the method
by which such portion is to be determined;


 


(14)         if other than
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public or private debts, the coin or currency,
composite currencies or currency unit or units in which payment of the
principal of (and premium, if any) or interest, if any, on or any Additional
Amounts in respect of the Securities of the series or any of them shall be
payable;


 


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


 


(16)         whether the
amount of payments of principal of (and premium, if any) or interest (including
Additional Amounts), if any, on the Securities of the series may be determined
with reference to an index, formula or other method (which index, formula or
method may be based, without limitation, on one or more currencies, currency
units, composite currencies, commodities, equity indices or other indices),
and, if so, the terms and conditions upon which and the manner in which such
amounts shall be determined and paid or payable;


 


(17)         whether the
principal of (and premium, if any) or interest (including Additional Amounts),
if any, on the Securities of the series are to be payable, at the election of
the Company or any Holder thereof or otherwise, in a currency or currencies,
currency unit or units or composite currency or currencies other than that in
which such Securities or any of them are denominated or stated to be payable,
the period or periods within which, and the other terms and conditions upon
which, such election, if any, may be made, and the time and manner of determining
the exchange rate between the currency or currencies, currency unit or units or
composite currency or currencies in which such Securities or any of them are
denominated or stated to be payable and the currency or currencies, currency
unit or units or composite currency or currencies in which such Securities or
any of them are to be so payable;


 


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


 


(19)         the
applicability, if any, of Section 403 to the Securities of the series and any
provisions in modification of, in addition to or in lieu of any of the
provisions of Section 403;


 


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


 


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


 


(22)         if there is
more than one Trustee, the identity of the Trustee and, if not the Trustee, the
identity of each Security Registrar, Paying Agent and/or Authenticating Agent
with respect to the Securities of the series;


 


(23)         whether any of
the Securities of a series shall be issued as Original Issue Discount
Securities; and


 


(24)         any other terms
of the Securities of the series or any of them.


 




	
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All Securities of any one series and
Coupons appertaining to Bearer Securities of such series, if any, shall be
substantially identical except as to denomination and the rate or rates of
interest, if any, and Stated Maturity, the date from which interest, if any,
shall accrue and except as may otherwise be provided by the Company in or
pursuant to one or more Board Resolutions and set forth in such Officers’
Certificate or in any indenture or indentures supplemental hereto pertaining to
such series of Securities. All Securities of any one series need not be issued
at the same time and, unless otherwise so provided by the Company, a series may
be reopened for issuances of additional Securities of such series. 


 


If any of the terms of the Securities of
any series were established by action taken by or pursuant to a Board
Resolution, the Board Resolution shall be delivered to the Trustee at or prior
to the delivery of the Officers’ Certificate setting forth the terms of such
series. 


 


Section
302. Denominations. 


 


Unless otherwise established with
respect to any Securities pursuant to Section 301, the Registered Securities of
each series, if any, denominated in Dollars shall be issuable in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof, and the Bearer Securities of each series, if any, denominated in
Dollars shall be issuable in the denomination of $1,000. Securities not
denominated in Dollars shall be issuable in such denominations as are
established with respect to such Securities pursuant to Section 301. 


 


Section
303. Securities in Foreign Countries


 


Whenever this Indenture provides for (i)
any action by, or the determination of any of the rights of, Holders of
Securities of any series in which not all of such Securities are denominated in
the same currency, or (ii) any distribution to Holders of Securities, in the
absence of any provision to the contrary in the form of Security of any
particular series, any amount in respect of any Security denominated in a
currency other than United States dollars shall be treated for any such action
or distribution as that amount of United States dollars that could be obtained
for such amount on such reasonable basis of exchange and as of the record date
with respect to Registered Securities of such series (if any) for such action,
determination of rights or distribution (or, if there shall be no applicable
record date, such other date reasonably proximate to the date of such action,
determination of rights or distribution) as the Company may specify in a
written notice to the Trustee or, in the absence of such written notice, as the
Trustee may determine. 


 


Section
304. Execution, Authentication, Delivery and Dating. 


 


The Securities and any Coupons
appertaining thereto shall be executed on behalf of the Company by its Chairman
of the Board, Deputy Chairman, one of its Vice Chairmen, its President or one
of its Vice Presidents under its corporate seal reproduced thereon and attested
by its Secretary or one of its Assistant Secretaries. The signature of any of
these officers on the Securities and any Coupons appertaining thereto may be
manual or facsimile. 


 


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


 


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver
Securities of any series, together with any Coupons appertaining thereto,
executed by the Company, to the Trustee for authentication, and, provided that
the Board Resolution or Resolutions and Officers’ Certificate or supplemental
indenture or indentures with respect to such Securities referred to in Section
301 and a Company Order for the authentication and delivery of such Securities,
has been delivered to the Trustee, the Trustee in accordance with the Company
Order and subject to the provisions hereof of such Securities shall
authenticate and deliver such Securities. In authenticating such Securities,
and accepting the additional responsibilities under this Indenture in relation
to such Securities and any Coupons appertaining thereto, the Trustee shall be
entitled to receive, and (subject to Sections 315(a) through 315(b) of the
Trust Indenture Act) shall be fully protected in relying upon, 


 


(1)           an Opinion of
Counsel stating, to the effect


 


(a)           that
the form or forms and terms of such Securities and Coupons, if any, have been
established in conformity with the provisions of this Indenture;

 




	
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(b)           that
all conditions precedent to the authentication and delivery of such Securities
and Coupons, if any, appertaining thereto, have been complied with and that
such Securities, and Coupons, when completed by appropriate insertion and
executed and delivered by the Company to the Trustee for authentication
pursuant to this Indenture, and authenticated and delivered by the Trustee and
issued by the Company in the manner and subject to any conditions specified in
such Opinion of Counsel, will constitute legally valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms,
subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar laws affecting the enforcement of creditors’ rights
generally, and subject to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law) and will entitle the
Holders thereof to the benefits of the Indenture; such Opinion of Counsel need
express no opinion as to the availability of equitable remedies;


 


(c)           that
all laws and requirements in respect of the execution and delivery by the
Company of such Securities and Coupons, if any, have been complied with; and


 


(d)           as
to such other matters as the Trustee may reasonably request; and


 


(2)           an Officers’
Certificate stating that, to the best knowledge of the Persons executing such
certificate, no Event of Default with respect to any of the Securities shall
have occurred and be continuing.


 


If all the Securities of any series are
not to be issued at one time, it shall not be necessary to deliver an Opinion
of Counsel and an Officers’ Certificate at the time of issuance of each
Security, but such opinion and certificate, with appropriate modifications to
cover future issuances, shall be delivered at or before the time of issuance of
the first Security of such series. 


 


The Trustee shall not be required to
authenticate or to cause an Authenticating Agent to authenticate any Securities
if the issue of such Securities pursuant to this Indenture will affect the
Trustee’s own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee or if the Trustee, being advised by counsel, determines that such
action may not lawfully be taken or if the Trustee in good faith shall
determine that such action would expose the Trustee to personal liability to
existing Holders. 


 


Each Registered Security shall be dated
the date of its authentication. Each Bearer Security and any temporary Bearer
Security in global form shall be dated as of the date specified as contemplated
by Section 301. 


 


No Security or Coupon shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose,
unless there appears on such Security a certificate of authentication
substantially in the form provided for in section 202 or 611 executed by or on
behalf of the Trustee by the manual signature of one of its authorized
officers, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder. Except as permitted by Section 307 or 308, the Trustee
shall not authenticate and deliver any Bearer Security unless all appurtenant
Coupons for interest then matured have been detached and cancelled. 


 


Section
305. Temporary Securities. 


 


Pending the preparation of definitive
Securities of any series, the Company may execute and deliver to the Trustee
and, upon Company Order the Trustee shall authenticate and deliver, in the
manner provided in Section 304, temporary Securities of such series which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form or, if
authorized, in bearer form with one or more Coupons or without Coupons and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Company executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. In the case of
Securities of any series, such temporary Securities may be in global form. 


 




	
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Except in the case of temporary
Securities in global form, which shall be exchanged in accordance with the
provisions thereof, if temporary Securities of any series are issued, the
Company shall cause definitive Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Securities of any
series, the temporary Securities of such series, if any, shall be exchangeable
upon request for definitive Securities of such series containing identical
terms and provisions upon surrender of the temporary Securities of such series
at an office or agency of the Company maintained for such purpose pursuant to
Section 1002, without charge to any Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series (accompanied by any
unmatured Coupons appertaining thereto), the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of authorized denominations of the same series
containing identical terms and provisions; PROVIDED, HOWEVER, that no
definitive Bearer Security, except as provided pursuant to Section 301, shall be
delivered in exchange for a temporary Registered Security; and PROVIDED,
FURTHER, that a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth
herein or therein. Unless otherwise specified as contemplated by Section 301
with respect to a temporary global Security, until so exchanged the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series. 


 


Section
306. Registration, Transfer and Exchange. 


 


With respect to the Registered
Securities of each series, if any, the Company shall cause to be kept, at an
office or agency of the Company maintained pursuant to Section 1002, a register
(each such register being herein sometimes referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities of each series and of transfers of the Registered Securities of such
series. In the event that the Trustee shall not be the Security Registrar, it
shall have the right to examine the Security Register at all reasonable times.
[Southern First Bancshares, Inc.] is hereby initially appointed as Security
Registrar for each series of Securities. In the event that [Southern First
Bancshares, Inc.] shall cease to be Security Registrar with respect to a series
of Securities, the Trustee shall have the right to examine the Security
Register for such series at all reasonable times. 


 


Upon surrender for registration of
transfer of any Registered Security of any series at any office or agency of
the Company maintained for such series pursuant to Section 1002, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Registered Securities
of the same series of any authorized denominations, of a like aggregate
principal amount bearing a number not contemporaneously outstanding and
containing identical terms and provisions. 


 


At the option of the Holder, Registered
Securities of any series may be exchanged for other Registered Securities of
the same series containing identical terms and provisions, in any authorized
denominations, and of a like aggregate principal amount, upon surrender of the
Securities to be exchanged at any such office or agency. Whenever any
Registered Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive. 


 




	
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If specified as contemplated by Section
301 with respect to Securities of any series, at the option of the Holder,
Bearer Securities of such series may be exchanged for Registered Securities of
such series containing identical terms and provisions, of any authorized
denominations and aggregate principal amount, upon surrender of the Bearer
Securities to be exchanged at any such office or agency for such series, with
all unmatured Coupons and all matured Coupons in default thereto appertaining.
If the Holder of a Bearer Security is unable to produce any such unmatured
Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be
effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company and the Trustee in an amount equal to the face amount
of such missing Coupon or Coupons, or the surrender of such missing Coupon or
Coupons may be waived by the Company and the Trustee if there is furnished to
them such Security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to any Paying Agent any such missing Coupon in respect of which such
a payment shall have been made, such Holder shall be entitled to receive the
amount of such payment; PROVIDED, HOWEVER, that, except as otherwise provided
in Section 1002, interest represented by Coupons shall be payable only upon
presentation and surrender of those Coupons at an office or agency for such
series located outside the United States. Notwithstanding the foregoing, in
case a Bearer Security of any series is surrendered at any such office or
agency in exchange for a Registered Security of such series and like tenor
after the close of business at such office or agency on (i) any Regular Record
Date and before the opening of business at such office or agency on the
relevant Interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such office or agency on the related date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the
Coupon relating to such Interest Payment Date or proposed date of payment, as
the case may be (or, if such Coupon is so surrendered with such Bearer
Security, such Coupon shall be returned to the person so surrendering the
Bearer Security), and interest or Defaulted Interest, as the case may be, will
not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of the Registered Security issued in exchange for
such Bearer Security, but will be payable only to the Holder of such Coupon
when due in accordance with the provisions of this Indenture. 


 


If specified as contemplated by Section
301 with respect to Securities of any series, at the option of the Holder,
Registered Securities of such series may be exchanged for Bearer Securities
upon such terms and conditions as may be provided pursuant hereto with respect
to such series. 


 


Whenever any Securities are so
surrendered for exchange as contemplated by the immediately preceding two
paragraphs, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive. 


 




	
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Notwithstanding the foregoing, except as
otherwise specified as contemplated by Section 301, any global Security of any
series shall be exchangeable for Securities of such series only if (i) the
Securities Depository is at any time unwilling or unable or ineligible to continue
as Securities Depository and a successor depository is not appointed by the
Company within 90 days of the date the Company is so notified in writing, (ii)
the Company executes and delivers to the Trustee a Company Order to the effect
that such global Security shall be so exchangeable, or (iii) an Event of
Default has occurred and is continuing with respect to the Securities. If the
beneficial owners of interests in a global Security are entitled to exchange
such interests for Securities of such series and of like tenor and principal
amount of any authorized form and denomination, as specified as contemplated by
Section 301, then without unnecessary delay but in any event not later than the
earliest date on which such interests may be so exchanged, the Company shall
deliver to the Trustee definitive Securities of that series in aggregate
principal amount equal to the principal amount of such global Security,
executed by the Company. On or after the earliest date on which such interests
may be so exchanged, such global Security shall be surrendered from time to
time by the U.S. Depository or such other depository as shall be specified in
the Company Order with respect thereto, and in accordance with instructions
given to the Trustee and the U.S. Depository or such other depository, as the
case may be (which instructions shall be in writing but need not comply with
Section 102 or be accompanied by an Opinion of Counsel), as shall be specified
in the Company Order with respect thereto to the Trustee, as the Company’s
agent for such purpose, to be exchanged, in whole or in part, for definitive
Securities of the same series without charge. The Trustee shall authenticate
and make available for delivery, in exchange for each portion of such
surrendered global Security, a like aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such global Security to be exchanged which (unless the
Securities of such series are not issuable both as Bearer Securities and as
Registered Securities, in which case the definitive Securities exchanged for
the global Security shall be issuable only in the form in which the Securities
are issuable, as specified as contemplated by Section 301) shall be in the form
of Bearer Securities or Registered Securities, or any combination thereof, as
shall be specified by the beneficial owner thereof; PROVIDED, HOWEVER, that no
such exchanges may occur during a period beginning at the opening of business
15 days before any selection of Securities of such series to be redeemed and
ending on the relevant Redemption Date; and provided, further, that (unless
otherwise specified as contemplated by Section 301) no Bearer Security
delivered in exchange for a portion of a global Security shall be mailed or
otherwise delivered to any location in the United States. Promptly following
any such exchange in part, such global Security shall be returned by the
Trustee to such Depository or the U.S. Depository, as the case may be, or such other
Depository or U.S. Depository referred to above in accordance with the
instructions of the Company referred to above. If a Registered Security is
issued in exchange for any portion of a global Security after the close of
business at the office or agency where such exchange occurs on (i) any Regular
Record Date and before the opening of business at such office or agency on the
relevant Interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such office or agency on the related proposed date for
payment of interest or Defaulted Interest, as the case may be, interest will
not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of such Registered Security, but will be payable on
such Interest Payment Date or proposed date for payment, as the case may be,
only to the Person to whom interest in respect of such portion of such global
Security is payable in accordance with the provisions of this Indenture. 


 


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


 


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


 


No service charge shall be made for any
registration of transfer or exchange, redemption or conversion of Securities,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any registration
of transfer or exchange of Securities, other than exchanges pursuant to Section
305, 906 or 1107 not involving any transfer. 


 


Except as otherwise specified as
contemplated by Section 301, the Company shall not be required (i) to issue,
register the transfer of or exchange any Securities of any series during a
period beginning at the opening of business 15 days before the day of the
selection for redemption of Securities of such series under Section 1103 and
ending at the close of business on the day of such selection, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except in the case of any Security to be
redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange
any Bearer Security so selected for redemption except, to the extent provided
with respect to such Security, that such a Bearer Security may be exchanged for
a Registered Security of that series, provided that such Registered Security
shall be immediately surrendered for redemption with written instruction for
payment consistent with the provisions of this Indenture or (iv) to issue,
register the transfer of or exchange any Security which, in accordance with its
terms specified as contemplated by Section 301, has been surrendered for
repayment at the option of the Holder, except the portion, if any, of such
Security not to be repaid. 


 


Section
307. Mutilated, Destroyed, Lost and Stolen Securities. 


 


If any mutilated Security or a Security
with a mutilated Coupon appertaining to it is surrendered to the Trustee,
subject to the provisions of this Section 307, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series containing identical terms and of like principal amount and
bearing a number not contemporaneously outstanding, with Coupons corresponding
to the Coupons, if any, appertaining to the surrendered Security. 


 


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


 


Notwithstanding the foregoing provisions
of this Section 307, in case any such mutilated, destroyed, lost or stolen
Security or Coupon has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Security, pay such
Security or Coupon; PROVIDED, HOWEVER, that payment of principal of (and
premium, if any) and any interest on Bearer Securities shall, except as
otherwise provided in Section 1002, be payable only at an office or agency
located outside the United States and, unless otherwise specified as
contemplated by Section 301, any interest on Bearer Securities shall be payable
only upon presentation and surrender of the Coupons appertaining thereto. 

 




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


 


Every new Security of any series, with
its Coupons, if any, issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security and its Coupons, if any, or the destroyed, lost or
stolen Coupon shall constitute a separate obligation of the Company, whether or
not the destroyed, lost or stolen Security and its Coupons, if any, or the
destroyed, lost or stolen Coupon shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series and their
Coupons, if any. 


 


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


 


Section
308. Payment of Interest; Interest Rights Preserved. 


 


Unless otherwise specified as
contemplated by Section 301, interest on any Registered Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered as of the close of business on the
Regular Record Date for such interest. In case a Bearer Security of any series
is surrendered in exchange for a Registered Security of such series after the
close of business (at an office or agency in a Place of Payment for such
series) on any Regular Record Date and before the opening of business (at such
office or agency) on the next succeeding Interest Payment Date, such Bearer
Security shall be surrendered without the Coupon relating to such Interest
Payment Date and interest will not be payable on such Interest Payment Date in
respect of the Registered Security issued in exchange of such Bearer Security,
but will be payable only to the Holder of such Coupon when due in accordance
with the provisions of this Indenture. 


 


Any interest on any Registered Security
of any series which shall be payable, but shall not be punctually paid or duly
provided for, on any Interest Payment Date for such Registered Security (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder; and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below: 


 




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


 


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


 


At the option of the Company, interest
on Registered Securities of any series that bear interest may be paid by
mailing a check to the address of the person entitled thereto as such address
shall appear in the Security Register. 


 


Subject to the foregoing provisions of
this Section and Section 306, each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security. 


 


Section
309. Persons Deemed Owners. 


 


Prior to due presentment of a Registered
Security for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Registered Security for
the purpose of receiving payment of principal of (and premium, if any), and
(subject to Sections 306 and 308) interest on or any Additional Amounts with
respect to, such Registered Security and for all other purposes whatsoever,
whether or not any payment with respect to such Registered Security be overdue,
and neither the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary. 


 


The Company, the Trustee and any agent
of the Company or the Trustee may treat the bearer of any Bearer Security and
the bearer of any Coupon as the absolute owner of such Security or Coupon for
the purpose of receiving payment thereof or on account thereof and for all
other purposes whatsoever, whether or not any payment with respect to such
Security or Coupon be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the
contrary. 


 


Section
310. Cancellation. 


 


All Securities and Coupons surrendered
for payment, redemption, registration of transfer or exchange or for credit
against any sinking fund payment shall, if surrendered to any Person other than
the Trustee or the Security Registrar, be delivered to the Trustee or the
Security Registrar, and any such Securities and Coupons and Securities and
Coupons surrendered directly to the Trustee or the Security Registrar for any
such purpose shall be promptly cancelled by the Trustee or the Security
Registrar, as the case may be. The Company may at any time deliver to the
Trustee or the Security Registrar for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and all Securities so delivered shall be promptly
cancelled by the Trustee or the Security Registrar, as the case may be. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture or as otherwise specified as contemplated by Section 301. All
cancelled Securities and Coupons held by the Trustee or the Security Registrar
shall be returned to the Company by the Trustee or the Security Registrar, as
the case may be, upon a Company Order. The Trustee shall promptly notify the
Company of all cancelled Securities. 


 


Section
311. Computation of Interest. 


 


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


 


Section
312. CUSIP Numbers. 


 




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


 


ARTICLE FOUR 


 


SATISFACTION AND
DISCHARGE 


 


Section
401. Satisfaction and Discharge of Indenture. 


 


Upon the direction of the Company by a
Company Order, this Indenture shall cease to be of further effect with respect
to any series of Securities specified in such Company Order (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series herein expressly provided for and any right to receive Additional
Amounts, as provided in Section 1004), and the Trustee, on receipt of a Company
Order, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture as to such series,
when 


 


(1)           either


 


(A)          all Securities
of such series theretofore authenticated and delivered and all Coupons
appertaining thereto (other than (i) Coupons appertaining to Bearer Securities
of such series surrendered for exchange for Registered Securities of such
series and maturing after such exchange, whose surrender is not required or has
been waived as provided in Section 306, (ii) Securities and Coupons of such
series which have been destroyed, lost or stolen and which have been replaced
or paid as provided in Section 307, (iii) Coupons appertaining to Securities of
such series called for redemption and maturing after the relevant Redemption
Date, whose surrender has been waived as provided in Section 1107, and (iv)
Securities and Coupons of such series for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in
Section 1003) have been delivered to the Trustee for cancellation; or


 


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


 


(i)            have
become due and payable, or


 


(ii)           will
become due and payable at their Stated Maturity within one year and such Securities
are not convertible into other Securities, or


 


(iii)          if
redeemable at the option of the Company, such Securities are not convertible
into other Securities and are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company,


 


and
the Company, in the case of (i), (ii) or (iii) above, has deposited or caused
to be deposited with the Trustee as trust funds in trust for the purpose,
lawful money of the United States Government Obligations which through the
payment of interest and principal or other amounts in respect thereof in
accordance with their terms will provide not later than the opening of business
on the due dates of any payment of principal (and premium, if any) and
interest, or any Additional Amounts with respect thereto, or a combination
thereof, in an amount sufficient to pay and discharge the entire indebtedness
on such Securities and Coupons not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and interest, or any
Additional Amounts with respect thereto, to the date of such deposit (in the
case of Securities which have become due and payable) or to the Stated Maturity
or Redemption Date, as the case may be;


 


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

 




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


 


In the event there are two or more
Trustees hereunder, then the effectiveness of any such instrument shall be
conditioned upon receipt of such instruments from all Trustees hereunder.


 


Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of the Company to the Trustee
under Section 606 and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of Clause (1) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003 shall survive
such satisfaction and discharge. 


 


Section
402. Application of Trust Money. 


 


Subject to the provisions of the last
paragraph of Section 1003, all money deposited with the Trustee pursuant to
Section 401 or this section 402 shall be held in trust and applied by it, in
accordance with the provisions of the Securities, the Coupons and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and any interest or any Additional Amounts for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law. 


 


All monies deposited with the Trustee
pursuant to Section 401 (and held by it or any Paying Agent) for the payment of
Securities subsequently converted shall be returned to the Company upon Company
Request. 


 


Section
403. Satisfaction, Discharge and Defeasance of Securities of Any Series. 


 


If pursuant to Section 301 provision is
made for defeasance of Securities of any series pursuant to Section 403, the
Company shall be deemed to have paid and discharged the entire indebtedness on
all the Outstanding Securities of such series and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of such indebtedness, when 


 


(1)           either


 


(A)          with
respect to all Outstanding Securities of such series and any Coupons
appertaining thereto,


 


(i)            the
Company has deposited or caused to be deposited with the Trustee, as trust
funds in trust for such purpose, an amount sufficient to pay and discharge the
entire indebtedness on all Outstanding Securities of such series for principal
(and premium, if any), any Additional Amounts, and interest to the Stated
Maturity or any Redemption Date as contemplated by the penultimate paragraph of
this Section 403, as the case may be; or


 


(ii)           with
respect to any Series of Securities which are denominated in United States
dollars, the Company has deposited or caused to be deposited with the Trustee,
as obligations in trust for such purpose, such amount of direct obligations of,
or obligations the timely payment of the principal of and interest on which are
fully guaranteed by, the United States of America and which are not callable at
the option of the issuer thereof as will, together with the income to accrue
thereon without consideration of any reinvestment thereof, be sufficient to pay
and discharge the entire indebtedness on all Outstanding Securities of such
series for principal (and premium, if any), any Additional Amounts, and
interest to the stated Maturity or any Redemption Date as contemplated by the
penultimate paragraph of this Section 403; or


 


(B)          the Company has
properly fulfilled such other means of satisfaction and discharge as is
specified, as contemplated by Section 301, to be applicable to the Securities
of such series; and


 




	
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(3)           the Company
has delivered to the Trustee a certificate signed by a nationally recognized
firm of Independent Public Accountants certifying as to the sufficiency of the
amounts deposited pursuant to subsections (A) (i) or (ii) of this Section for
payment of the principal (and premium, if any) and interest on the dates such
payments are due, an Officers’ Certificate and an Opinion of Counsel, each such
Certificate and opinion stating that no Event of Default or event which with
notice or lapse of time or both would become an Event of Default with respect
to such Securities shall have occurred and all conditions precedent herein
provided for relating to the satisfaction and discharge of the entire
indebtedness on all Outstanding Securities of any such series have been
complied with; and


 


(4)           the Company
has delivered to the Trustee


 


(A)          a ruling from
the Internal Revenue Service or an opinion of independent counsel that the
holders of the Securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of such deposit, defeasance
and discharge and will be subject to Federal income tax on the same amount and
in the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred; and


 


(B)          if the
Securities of such series are then listed on the Nasdaq Global Market, an
Opinion of Counsel that the Securities of such series will not be delisted as a
result of the exercise of this option.


 


Any
deposits with the Trustee referred to in subsection (1) (A) of this Section
shall be irrevocable and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Trustee. If any Outstanding
Securities of such series are to be redeemed prior to their Stated Maturity,
whether pursuant to any optional redemption or repayment provisions or in
accordance with any mandatory sinking fund requirement, the Company shall make
such arrangements as are satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the Company. 


 


Upon the satisfaction of the conditions
set forth in this Section 403 with respect to all the Outstanding Securities of
any series, the terms and conditions of such series, including the terms and conditions
with respect thereto set forth in this Indenture, other than the provisions of
Sections 306, 307, and 1002, other than the right of Holders of Securities and
any Coupons of such series to receive, from the trust fund described in this
Section, payment of the principal (and premium, if any) of, the interest on or
any Additional Amounts with respect to such Securities and Coupons (if any)
appertaining thereto when such payments are due, other than any right of
conversion of such Securities and the rights, powers, duties and immunities of
the Trustee hereunder, shall no longer be binding upon, or applicable to, the
Company except those responsibilities and obligations which by the terms of the
Indenture survive the termination of the Indenture; PROVIDED that the Company
shall not be discharged from any payment obligations in respect of Securities
of such series which are deemed not to be Outstanding under clause (iii) of the
definition thereof if such obligations continue to be valid obligations of the
Company under applicable law. 


 


ARTICLE FIVE


 


REMEDIES


 


Section
501. Events of Default. 


 


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


 


(1)           default in the
payment of any interest upon or any Additional Amounts payable in respect of
any Security of such series when such interest becomes or Additional Amounts
become due and payable, and continuance of such default for a period of 30
days; or


 


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

 




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


 


(4)           default in the
performance, or breach, of any covenant or warranty of the Company in this
Indenture or the Securities (other than a covenant or warranty a default in the
performance or the breach of which is elsewhere in this Section specifically
dealt with or which has been expressly included in this Indenture solely for
the benefit of a series of Securities other than such series), and continuance
of such default or breach for a period of 90 days after there has been given,
by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a
“Notice of Default” hereunder; or


 


(5)           if any event
of default as defined in any mortgage, indenture or instrument under which
there may be issued, or by which there may be secured or evidenced, any
indebtedness of the Company or the Subsidiary Bank for money borrowed, whether
such indebtedness now exists or shall hereafter be created, shall happen and
shall result in such indebtedness in principal amount in excess of $25,000,000
becoming or being declared due and payable prior to the date on which it would
otherwise become due and payable, and such acceleration shall not be rescinded
or annulled, or such indebtedness shall not have been discharged, within a
period of 30 days after there shall have been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in principal amount of the outstanding Securities of
such series, a written notice specifying such event of default and requiring
the Company to cause such acceleration to be rescinded or annulled or to cause
such indebtedness to be discharged and stating that such notice is a “Notice of
Default” hereunder; or


 


(6)           a court having
jurisdiction in the premises shall enter a decree or order for relief in
respect of the Company or the Subsidiary Bank in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, and adjudging it a bankrupt or insolvent or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of
the Company or the Subsidiary Bank or for any substantial part of its property,
or ordering the winding-up or liquidation of its affairs, and such decree or
order shall remain unstayed and in effect for a period of 60 consecutive days;
or


 


(7)           the Company or
the Subsidiary Bank shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
shall consent to the entry of an order for relief in any 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 similar
official) of the Company or the Subsidiary Bank or for 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 or shall
take any corporate action in furtherance of any of the foregoing; or


 


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


	
   

  



Section
502. Acceleration of Maturity; Rescission and Annulment.


 


If an Event of Default with respect to
Securities of any series at the time outstanding occurs and is continuing, then
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal of all the
Securities of that series, or such lesser amount as may be provided for in the
Securities of that series, to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal or such lesser amount shall become
immediately due and payable. 


 


At any time after such a declaration of
acceleration with respect to Securities of any series has been made and before
a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of not less than a
majority in principal amount of the Outstanding Securities of that series, by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if 

 




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


 


(A)          all overdue
installments of interest on and any Additional Amounts payable in respect of
all Securities of such series,


 


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


 


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


 


(D)          all sums paid
or advanced by the Trustee hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel as provided
in Section 606 hereof; and


 


(2)           all Events of
Default with respect to Securities of such series, other than the non-payment
of the principal of Securities of that series which has become due solely by
such declaration of acceleration, have been cured or waived as provided in
Section 513.


 


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


 


Section
503. Collection of Indebtedness and Suits For Enforcement By Trustee. 


 


The Company covenants that if 


 


(1)           default is
made in the payment of any installment of interest on or any Additional Amounts
payable in respect of any Security when such interest or Additional Amounts
shall have become due and payable and such default continues for a period of 30
days, or


 


(2)           default is
made in the payment of the principal of (or premium, if any, on) any Security
at its Maturity,


 


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


 


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


 


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


 




	
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Section
504. Trustee May File Proofs of Claim. 


 


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


 


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


 


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


 


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder of Securities or Coupons to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities or Coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel and any other amounts due the Trustee
under Section 606.


 


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


 


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


 


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


 


Section
506. Application of Money Collected. 


 


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


 


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


 




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


 


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


 


Section
507. Limitation on Suits. 


 


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


 


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


 


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


 


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


 


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


 


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


 


it
being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture or any Security to affect, disturb or prejudice the rights of
any other such Holders or Holders of Securities of any other series, or to
obtain or to seek to obtain priority or preference over any other Holders or to
enforce any right under this Indenture, except in the manner herein provided
and for the equal and ratable benefit of all such Holders.


 


Section
508. Unconditional Right of Holders to Receive Principal, Premium, Interest and
Additional Amounts. 


 


Notwithstanding any other provision in
this Indenture, the Holder of any Security or coupon shall have the right,
which is absolute and unconditional, to receive payment of the principal of
(and premium, if any) and (subject to Sections 306 and 308) interest on or any
Additional Amounts in respect of such Security or payment of such Coupon on the
respective Stated Maturity or Maturities specified in such Security or Coupon
(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder. 


 


Section
509. Restoration of Rights and Remedies. 


 


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


 


Section
510. Rights and Remedies Cumulative. 


 




	
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Except as otherwise provided with respect
to the replacement or payment of mutilated, destroyed, lost or stolen
Securities or Coupons in the last paragraph of Section 307, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders of a
Security or Coupon is intended to be exclusive of any other right or remedy,
and every right and remedy, to the extent permitted by law, shall be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy. 


 


Section
511. Delay or Omission Not Waiver. 


 


No delay or omission of the Trustee or
of any Holder of any Security or coupon 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 the
Holders of Securities or Coupons may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders of
Securities or Coupons, as the case may be. 


 


Section
512. Control By Holders. 


 


The Holders of a majority in principal
amount of the Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Securities of such series and any Coupons
appertaining thereto, PROVIDED that 


 


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


 


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


 


(3)           such direction
is not unduly prejudicial to the rights of other Holders of Securities of such
series.


 


Section
513. Waiver of Past Defaults. 


 


The Holders of not less than a majority
in principal amount of the outstanding Securities of any series may on behalf
of the Holders of all the Securities of such Series and any Coupons
appertaining thereto waive any past default hereunder with respect to such
series and its consequences, except a default 


 


(1)           in the payment
of the principal of (and premium, if any) or interest on or Additional Amounts
payable in respect of any Security of such series or any Coupons appertaining
thereto, or


 


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


 


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


 


Section
514. 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. 


 


 




	
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ARTICLE SIX


 


THE TRUSTEE


 


Section
601. Notice of Defaults. 


 


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


 


Section
602. Certain Rights of Trustee. 


 


Subject to the provisions of Sections
315(a) through 315(d) of the Trust Indenture Act: 


 


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


 


(2)           any request or
direction of the Company mentioned herein shall be sufficiently evidenced by a
Company Request or a Company Order (other than delivery of any Security,
together with any Coupons appertaining thereto to the Trustee for
authentication and delivery pursuant to Section 304 which shall be sufficiently
evidenced as provided therein) and any resolution of the Board of Directors may
be sufficiently evidenced by a Board Resolution or Board Resolutions;


 


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


 


(4)           the Trustee
may consult with counsel of its selection and the advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon;


 


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


 




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


 


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


 


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


 


(9)          
the Trustee shall not be deemed to have knowledge or
notice of any default or Event of Default unless a Responsible Officer of the
Trustee has actual knowledge thereof or unless written notice of any event
which is in fact such a default or Event of Default is received by the Trustee
at the Corporate Trust Office of the Trustee, and such notice references the
Securities and this Indenture; and


 


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


 


Section
603. Not Responsible For Recitals or Issuance of Securities. 


 


The recitals contained herein and in the
Securities, except the Trustee’s certificate of authentication, and in any
coupons shall be taken as the statements of the Company and neither the Trustee
nor any Authenticating Agent assumes responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities or Coupons, except that the Trustee represents
that it is duly authorized to execute and deliver this Indenture, authenticate
the Securities and perform its obligations hereunder and that the statements
made by it in a Statement of Eligibility and Qualification on Form T-l supplied
to the Company are true and accurate, subject to the qualifications set forth
therein. The Trustee or any Authenticating Agent shall not be accountable for
the use or application by the Company of Securities or the proceeds thereof. 


 


Section
604. May Hold Securities. 


 


The Trustee, any Authenticating Agent, any
Paying Agent, any Security Registrar or any other Person that may be an agent
of the Trustee or the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and Coupons and, subject to Sections
310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Authenticating
Agent, Paying Agent, Security Registrar or such other Person. 


 


Section
605. Money Held In Trust. 


 


Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law and shall be held uninvested. The Trustee shall be under no liability
for interest on any money received by it hereunder. 


 


Section
606. Compensation and Reimbursement. 


 


The Company agrees 


 


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


 




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


 


(3)           to indemnify
each of the Trustee and any predecessor Trustee and its agents for, and to hold
them harmless against, any loss, liability, claim, damage or expense including
taxes (other than taxes based upon, measured by or determined by the income of
the Trustee) incurred without negligence or bad faith on their part, arising
out of or in connection with the acceptance or administration of the trust or
trusts hereunder, including the costs and expenses of defending themselves
against any claim or liability in connection with the exercise or performance
of any of their powers or duties hereunder.


 


As Security for the performance of the
obligations of the Company under this Section, the Trustee shall have a lien
prior to the Securities of any series upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the payment of
principal of (or premium, if any) or interest on Securities. When the Trustee
incurs expenses or renders services after an Event of Default occurs, the
expenses and compensation for the services of the Trustee are intended to
constitute expenses of administration under any bankruptcy law or any similar
federal or state law for the relief of debtors. 


 


The provisions of this Section 606 shall
survive the termination of this Indenture and the resignation or removal of the
Trustee. 


 


Section
607. Corporate Trustee Required; Eligibility; Conflicting Interests. 


 


There shall at all times be a Trustee
hereunder that is a corporation permitted by Section 310(a) (1) and (5) of the
Trust Indenture Act to act as trustee under the Trust Indenture Act and that
has a combined capital and surplus (computed in accordance with Section 310(a)
(2) of the Trust Indenture Act) of at least $50,000,000. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article. If the Trustee has or shall acquire any
conflicting interest, as defined in Section 310(b) of the Trust Indenture Act,
with respect to the Securities of any series, the Trustee shall take such
action as is required pursuant to said Section 310 (b). 


 


Section
608. Resignation and Removal; Appointment of Successor. 


 


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


 


(b)           The Trustee may resign at
any time with respect to the Securities of one or more series by giving written
notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 609 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee with respect to such
series. 


 


(c)           The Trustee may be removed
at any time with respect to the Securities of any series by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series,
delivered to the Trustee and the Company. If an instrument of acceptance by a
successor Trustee shall not have been delivered to the Trustee within 30 days
after the giving of such notice of removal, the Trustee being removed may
petition, at the expense of the Company, any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of
such series. 


 


(d)           If at any time: 


 


(1)           the
Trustee shall fail to comply with the obligations imposed upon it under Section
310(b) of the Trust Indenture Act after written request therefor by the Company
or by any Holder of a Security who has been a bona fide Holder of a Security
for at least six months, or


 




	
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(2)           the
Trustee shall cease to be eligible under Section 607 and shall fail to resign
after written request therefor by the Company or by any such Holder of a
Security, or


 


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


 


then,
in any such case, (a) the Company, by or pursuant to Board Resolution, may
remove the Trustee with respect to all Securities, or (b) subject to Section
315(c) of the Trust Indenture Act any Holder of a Security who has been a bona
fide Holder of a Security of any series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities of
such series and the appointment of a successor Trustee or Trustees.


 


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


 


(f)            The Company shall give
notice of each resignation and each removal of the Trustee with respect to the
Securities of any series and each appointment of a successor Trustee with
respect to the Securities of any series by mailing written notice of such event
by first-class mail, postage prepaid, to the Holders of Registered Securities,
if any, of such series as their names and addresses appear in the Security
Register and, if Securities of such series are issued as Bearer Securities, by
publishing notice of such event once in an Authorized Newspaper in each Place
of Payment located outside the United States. Each notice shall include the
name of the successor Trustee with respect to the Securities of such series and
the address of its Corporate Trust Office. 


 


Section
609. Acceptance of Appointment By Successor. 


 


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


 




	
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(b)           In case of the appointment
hereunder of a successor Trustee with respect to the Securities of one or more
(but not all) series, the Company, the retiring Trustee and each successor
Trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall
accept such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and (3) shall add to or change
any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee and that no
Trustee shall be responsible for any notice given to, or received by, or any
act or failure to act on the part of any other Trustee hereunder, and upon the
execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein, such retiring Trustee shall with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates have no
further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture other than as hereinafter expressly set forth, and each such
successor Trustee without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates; but, on request of the Company or any
successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee, to the extent contemplated by such
supplemental indenture, the property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates. 


 


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


 


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


 


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


 


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


 


Section
611. Appointment of Authenticating Agent. 


 


The Trustee may appoint an
Authenticating Agent or Authenticating Agents, which may be an Affiliate of the
Company, with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that
or those series issued upon original issue or exchange, registration of
transfer or partial redemption thereof or pursuant to Section 307, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. 


 




	
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Each Authenticating Agent shall be
acceptable to the Company and, except as specified as contemplated by Section
301, shall at all times be a corporation that would be permitted by Section
310(a) (1) and (5) of the Trust Indenture Act to be able to act as a trustee
under an indenture qualified under the Trust Indenture Act, is authorized under
applicable law and by its charter to act as such and that has a combined
capital and surplus (computed in accordance with Section 310(a) (2) of the
Trust Indenture Act) of not less that $50,000,000. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section. If the
Authenticating Agent has or shall acquire any conflicting interest, as defined
in Section 310(b) of the Trust Indenture Act, with respect to the Securities of
any series, the Authenticating Agent shall take action as is required pursuant
to said Section 310 (b). 


 


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


 


An Authenticating Agent may resign at
any time by giving written notice thereof to the Trustee and the Company. The
Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and the Company.
Upon receiving such a notice of resignation or upon such a termination, or in
case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall (i) mail written notice of such appointment by first-class mail, postage
prepaid, to all Holders of Registered Securities, if any, of the series with
respect to which such Authenticating Agent will serve, as their names and
addresses appear in the Security Register, and (ii) if Securities of the series
are issued as Bearer Securities, publish notice of such appointment at least
once in an Authorized Newspaper in the place where such successor
Authenticating Agent has its principal office if such office is located outside
the United States. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section. 


 


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


 


The provisions of Sections 309, 603 and
604 shall be applicable to each Authenticating Agent. 


 


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


 


This certificate represents Securities
of the series designated herein referred to in the within-mentioned Indenture. 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated: 

  	
  [                               ],

  not
  in its individual capacity but solely as Trustee

   

  	
   

  
	
   

  	
  By:
  

  	
  /s/  

  	
   

  
	
   

  	
   

  	
  As Authenticating Agent 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 
  

  	
  /s/  

  	
   

  
	
   

  	
   

  	
  Authorized Signatory 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  



 




	
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If all of the Securities of any series
may not be originally issued at one time, and if the Trustee does not have an
office capable of authenticating Securities upon original issuance located in a
Place of Payment where the Company wishes to have Securities of such series
authenticated upon original issuance, the Trustee, if so requested in writing
(which writing need not comply with Section 102) by the Company, shall appoint
in accordance with this Section an Authenticating Agent having an office in a
Place of Payment designated by the Company with respect to such series of
Securities. 


 


ARTICLE SEVEN


 


HOLDERS’ LISTS
AND REPORTS BY TRUSTEE AND COMPANY


 


Section
701. Company to Furnish Trustee Names and Addresses of Holders. 


 


In accordance with Section 312(a) of the
Trust Indenture Act, the Company will furnish or cause to be furnished to the
Trustee 


 


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


 


(2)           at such other
times as the Trustee may request in writing, within 30 days after the receipt
by the Company of any such request, a list of similar form and content as of a
date not more than 15 days prior to the time such list is furnished,


 


provided,
however,
that so long as the Trustee is the Security Registrar no such list shall be
required to be furnished.


 


Section
702. Preservation of Information; Communications to Holders. 


 


(a)           The Trustee shall comply
with the obligations imposed upon it pursuant to Section 312 of the Trust
Indenture Act. 


 


(b)           Every Holder of Securities
or Coupons, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company nor the Trustee nor any Paying Agent nor any
Security Registrar shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Holders of Securities in
accordance with Section 312 of the Trust Indenture Act, regardless of the
source from which such information was derived, and that the Trustee shall not
be held accountable by reason of mailing any material pursuant to a request
made under Section 312(b) of the Trust Indenture Act. 


 


Section
703. Reports By Trustee. 


 


(a)           Within 60 days after May
15 of each year commencing with the year following the first issuance of
Securities pursuant to Section 301, if required by Section 313(a) of the Trust
Indenture Act, the Trustee shall transmit pursuant to Section 313(c) of the
Trust Indenture Act a brief report dated as of such May 15 with respect to any
of the events specified in said Section 313(a) which may have occurred since
the later of the immediately preceding May 15 and the date of this Indenture. 


 


(b)           The Trustee shall transmit
the reports required by Section 313(a) of the Trust Indenture Act at the times
specified therein. 


 


(c)           Reports pursuant to this
Section shall be transmitted in the manner and to the Persons required by
Sections 313(c) and (d) of the Trust Indenture Act. 


 


Section
704. Reports By Company. 


 


The Company, pursuant to Section 314(a)
of the Trust Indenture Act, shall: 


 




	
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(1)           file with the
Trustee, within 15 days after the Company actually files the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which the
Company may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is not
required to file information, documents or reports pursuant to either of said
Sections, then it shall file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission, such
of the supplementary and periodic information, documents and reports which may
be required pursuant to Section 13 of the Securities Exchange Act of 1934 in
respect of a Security listed and registered on a national Securities exchange
as may be prescribed from time to time in such rules and regulations;


 


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


 


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


 


(4)           transmit
within 90 days of December 31 of each year to the Trustee, a brief certificate
from the principal executive officer, principal financial officer or principal
accounting officer of the Company as to his or her knowledge of such obligor’s
compliance with all conditions and covenants under the Indenture as determined
without regard to any period of grace or requirement of notice provided under
the Indenture.


 


Delivery of such reports, information
and documents to the Trustee is for informational purposes only and the
Trustee’s receipt of such shall not constitute constructive or other notice of
any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers’
Certificates). 


 


ARTICLE EIGHT


 


CONSOLIDATION,
MERGER AND SALES


 


Section
801. Company May Consolidate Etc., Only on Certain Terms. 


 


Nothing contained in this Indenture or
in any of the Securities shall prevent any consolidation or merger of the
Company with or into any other Person or Persons (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 conveyance, transfer or lease of the property of the Company as an entirety
or substantially as an entirety, to any other Person (whether or not affiliated
with the Company); PROVIDED, HOWEVER, that: 


 


(1)           in case the
Company shall consolidate with or merge into another Person or convey, transfer
or lease its properties and assets substantially as an entirety to any Person,
the entity formed by such consolidation or into which the Company is merged or
the Person which acquires by conveyance or transfer, or which leases, the
properties and assets of the Company substantially as an entirety shall be a
corporation organized and existing under the laws of the United States of America,
any State thereof or the District of Columbia and shall expressly assume, by an
indenture (or indentures, if at such time there is more than one Trustee)
supplemental hereto, executed and delivered by the successor Person to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of
the principal of (and premium, if any) and interest on or any Additional
Amounts in respect of all the Securities and the performance of every other
covenant of this Indenture on the part of the Company to be performed or
observed;


 




	
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(2)           immediately
after giving effect to such transaction and treating any indebtedness which
becomes an obligation of the Company or a Subsidiary as a result of such
transaction as having been incurred by the Company or such Subsidiary at the
time of such transaction, no Event of Default, and no event which, after notice
or lapse of time or both, would become an Event of Default, shall have happened
and be continuing; and


 


(3)           each of the
Company and the successor Person has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and such supplemental indenture comply
with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.


 


Section
802. Successor Corporation Substituted For Company. 


 


Upon any consolidation or merger or any
conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety to any Person in accordance with Section 801, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of a lease to
another Person, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities and the Coupons. 


 


ARTICLE NINE


 


SUPPLEMENTAL
INDENTURES


 


Section
901. Supplemental Indentures Without Consent of Holders. 


 


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


 


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


 


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


 


(3)           to add to or
change any of the provisions of this Indenture to provide that Bearer
Securities may be registrable as to principal, to change or eliminate any
restrictions on the payment of principal (or premium, if any) on Registered
Securities or of principal (or premium, if any) or any interest on Bearer
Securities, to permit Registered Securities to be exchanged for Bearer
Securities or to permit or facilitate the issuance of Securities in uncertified
form, PROVIDED any such action shall not adversely affect the interests of the
Holders of Securities of any series or any Coupons appertaining thereto in any
material respect; 


 


(4)           to establish
the form or terms of Securities of any series and any Coupons appertaining
thereto as permitted by Sections 201 and 301; 


 


(5)           to evidence
and provide for the acceptance of appointment hereunder by a successor Trustee
with respect to the Securities of one or more series and to add to or change
any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 609 (b); 


 


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


 




	
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(7)           to add to,
delete from or revise the conditions, limitations and restrictions on the
authorized amount, terms or purposes of issue, authentication and delivery of
Securities, as herein set forth;


 


(8)           to add any
additional Events of Default;


 


(9)           to modify,
eliminate or add to the provisions of this Indenture to such extent as shall be
necessary to conform the obligations of the Company and the Trustee under this
Indenture to the obligations imposed on such Persons hereunder pursuant to the
Trust Indenture Act or under any similar federal statute hereafter enacted and
rules or regulations of the Commission thereunder;


 


(10)         to make
provisions with respect to the conversion rights of Holders of Convertible
Securities pursuant to the requirements of Section 1506; or


 


(11)         to add to,
change or eliminate any of the provisions of this Indenture in respect to one
or more series of Securities; provided, however, that any such addition, change
or elimination (i) shall neither (A) apply to any Security of any series issued
prior to the execution of such supplemental indenture and entitled to the
benefit of such provision nor (B) modify the rights of the Holder of any such
pre-existing series of any Security with respect to the application of such
provision to such pre-existing series of a Security or (ii) shall become
effective only when there is no such pre-existing series of a Security
outstanding.


 


Section
902. Supplemental Indentures With Consent of Holders. 


 


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


 


(1)           change the
Stated Maturity of the principal of, or any installment of interest on, any
Security, or reduce the principal amount thereof or the rate of interest
thereon or any Additional Amounts payable in respect thereof, or any premium
payable upon the redemption thereof, or change the obligation of the Company to
pay Additional Amounts pursuant to Section 1004 (except as contemplated by
Section 801(1) and permitted by Section 901(1)), or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section
502, or change the Place of Payment, coin or currency in which any Security or
any premium or the interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date), or


 


(2)           reduce the
percentage in principal amount of the Outstanding Securities of any series, the
consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or reduce the requirements of
Section 1404 for quorum or voting, or


 


(3)           modify any of
the provisions of this section, or Sections 512, 513 or Section 1011, except to
increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby.


 


The Company may, but shall not be
obligated to, fix a record date for the purposes of determining the Persons
entitled to consent to any indenture supplemental hereto. If a record date is
fixed, the Holders on such record date, or their duly designated proxies, and
only such Persons, shall be entitled to consent to such supplemental indenture,
whether or not such Holders remain Holders after such record date; PROVIDED,
that unless such consent shall have become effective by virtue of the requisite
percentage having been obtained prior to the date which is 90 days after such
record date, any such consent previously given shall automatically and without
further action by any Holder be cancelled and of no further effect. 

 




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


 


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


 


Section
903. Execution of Supplemental Indentures. 


 


As a condition to executing, or
accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trust created by
this Indenture, the Trustee shall be provided with, and (subject to Section 315
of the Trust Indenture Act) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture and that it complies with the terms
of this Indenture. The Trustee may, but shall not be obligated to, enter into
any such supplemental indenture which affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise. 


 


Section
904. Effect of Supplemental Indentures. 


 


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


 


Section
905. Conformity With Trust Indenture Act. 


 


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


 


Section
906. Reference in Securities to Supplemental Indentures. 


 


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


 


ARTICLE TEN


 


COVENANTS


 


Section
1001. Payment of Principal, Premium, If Any, and Interest. 


 


The Company covenants and agrees for the
benefit of the Holders of each series of Securities that it will duly and
punctually pay the principal of (and premium, if any), interest on or any
Additional Amounts payable in respect of the Securities of that series in
accordance with the terms of such series of Securities, any Coupons
appertaining thereto and this Indenture. Any interest due on and any Additional
Amounts payable in respect of Bearer Securities on or before Maturity, other
than Additional Amounts, if any, payable as provided in Section 1004 in respect
of principal of (or premium, if any, on) such a Security, shall be payable only
upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature. 


 


Section
1002. Maintenance of Office or Agency. 

 




	
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The Company will maintain in each Place
of Payment for any series of Securities an office or agency where Securities of
such series (but not Bearer Securities, except as otherwise provided below,
unless such Place of Payment is located outside the United States) may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. If Securities of a series are issuable as Bearer Securities, the
Company shall maintain, subject to any laws or regulations applicable thereto,
an office or agency in a Place of Payment for such series which is located
outside the United States where Securities of such series and the related
Coupons may be presented and surrendered for payment (including payment of any
Additional Amounts payable on Securities of such series pursuant to Section
1004); PROVIDED, HOWEVER, that if the Securities of such series are listed on
The Stock Exchange of the United Kingdom and the Republic of Ireland or the
Luxembourg Stock Exchange or any other stock exchange located outside the
United States and such stock exchange shall so require, the Company will
maintain a Paying Agent in London, Luxembourg or any other required city
located outside the United States, as the case may be, so long as the
Securities of such series are listed on such exchange. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee,
except that Bearer Securities of that series and the related Coupons may be
presented and surrendered for payment (including payment of any Additional
Amounts payable on Bearer Securities of that series pursuant to Section 1004)
at the place specified for the purpose pursuant to Section 301, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands. 


 


Except as otherwise specified as
contemplated by Section 301, no payment of principal, premium or interest on
Bearer Securities shall be made at any office or agency of the Company in the
United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States;
PROVIDED, HOWEVER, payment of principal of and any premium and interest in U.S.
dollars (including Additional Amounts payable in respect thereof) on any Bearer
Security may be made at the Corporate Trust Office or any office or agency
designated by the Company if (but only if) payment of the full amount of such
principal, premium, interest or Additional Amounts at all offices outside the
United States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions. 


 


The Company may also from time to time
designate one or more other offices or agencies where the Securities of one or
more series may be presented or surrendered for any or all such purposes and
may from time to time rescind such designations; PROVIDED, HOWEVER, that no
such designation or rescission shall in any manner relieve the Company of their
obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency. Unless otherwise
specified as contemplated by Section 301, the Company hereby designates as the
Place of Payment for each series the Corporate Trust Office of the Trustee.
Pursuant to Section 301(9) of this Indenture, the Company may subsequently
appoint a place or places where such Securities may be payable. 


 


Section
1003. Money For Securities Payments to Be Held in Trust. 


 


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


 


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

 




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


 


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


 


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


 


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


 


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


 


Except as otherwise provided hereby or
pursuant hereto, any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest and Additional Amounts on any Security of any
series and remaining unclaimed for two years after such principal (and premium,
if any) or interest has become due and payable shall be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security or any Coupon appertaining thereto shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper
in each Place of Payment for such series or to be mailed to Holders of
Registered Securities for such series, or both, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such publication or mailing nor shall it be later
than two years after such principal (and premium, if any) or interest has
become due and payable, any unclaimed balance of such money then remaining will
be repaid to the Company. 


 


Section
1004. Additional Amounts. 


 


If any Securities of a series provide
for the payment of Additional Amounts, the Company agrees to pay to the Holder
of any such Security of any such series or any Coupon appertaining thereto
Additional Amounts as provided therein. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of (or premium, if any)
or interest on, or in respect of, any Security of any series or any related
Coupon or the net proceeds received on the sale or exchange of any Security of
any series, such mention shall be deemed to include mention of the payment of
Additional Amounts provided by the terms of such series established hereby or
pursuant hereto to the extent that, in such context, Additional Amounts are,
were or would be payable in respect thereof pursuant to such terms and express
mention of the payment of Additional Amounts (if applicable) in any provisions
hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where such express mention is not made. 


 




	
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Except as otherwise provided herein or
pursuant hereto, if the Securities of a series provide for the Payment of
Additional Amounts, at least 10 days prior to the first Interest Payment Date
with respect to such series of Securities (or if the Securities of that series
shall not bear interest prior to Maturity, the first day on which a payment of
principal (and premium, if any, is made), and at least 10 days prior to each
date of payment of principal (and premium, if any) or interest if there has
been any change with respect to the matters set forth in the below-mentioned
Officers’ Certificate, the Company will furnish the Trustee and the principal
Paying Agent or Paying Agents, if other than the Trustee, an Officers’
Certificate instructing the Trustee and such Paying Agent or Paying Agents
whether such payment of principal (and premium, if any) of or interest on the
Securities of that series shall be made to Holders of Securities of that series
or the Coupons appertaining thereto who are United States Aliens without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of that series. If any such withholding
shall be required, then such Officers’ Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of
Securities or Coupons and the Company agrees to pay to the Trustee or such
Paying Agent the Additional Amounts required by this Section. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers’ Certificate
furnished pursuant to this Section. 


 


Section
1005. Statement As To Compliance; Notice of Certain Defaults. 


 


(a)           The Company will, in
addition to the reports required by Section 704(4), deliver to the Trustee,
within 120 days after the end of each fiscal year (which on the date hereof
ends on December 31), commencing December 31, 2013, a written statement, which
need not comply with Section 102, signed by the Chairman of the Board, a Deputy
Chairman, Vice Chairman, the President or a Vice President and by the Treasurer
or an Assistant Treasurer of the Company, stating, as to each signer thereof,
that 


 


(1)           a review of
the activities of the Company during such year and of performance under this
Indenture has been made under his supervision, and


 


(2)           to the best of
his knowledge, based on such review, (a) the Company has fulfilled all of its
obligations under this Indenture throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to him and the nature and status thereof, and (b) no event has occurred
and is continuing which is, or after notice or lapse of time or both would
become, an Event of Default, or, if such an event has occurred and is
continuing, specifying each such event known to him and the nature and status
thereof.


 


(b)           The Company will deliver
to the Trustee as soon as possible, and in any event, within five days after
the occurrence thereof, written notice of any event which after notice or lapse
of time or both would become an Event of Default. 


 


Section
1006. Limitation on Liens. 


 


The Company will not pledge, mortgage or
hypothecate, or permit to exist any pledge, mortgage or hypothecation or other
lien upon, any shares of Capital Stock of the Subsidiary Bank to secure any
indebtedness for borrowed money without making effective provisions whereby the
Securities shall be equally and ratably secured with any and all such
indebtedness. 


 


In case the Company shall propose to
pledge, mortgage, or hypothecate any such shares of Capital Stock at any time
owned by it to secure any indebtedness, the Company will prior thereto give
written notice thereof to the Trustee and will prior to or simultaneously with
such pledge, mortgage or hypothecation, by supplemental indenture delivered to
the Trustee, in form satisfactory to it, effectively secure all the Securities
equally and ratably with such indebtedness, by pledge, mortgage or
hypothecation of such shares of Capital Stock. Such supplemental indenture
shall contain the provisions concerning the possession, control, release and
substitution of mortgaged and pledged property and Securities and other
appropriate matters which are required or are permitted by the Trust Indenture
Act (as in effect at the date of execution of such supplemental indenture) to
be included in a secured indenture qualified under said Trust Indenture Act,
and may also contain such additional and amendatory provisions permitted by
said Trust Indenture Act as the Company and the Trustee shall deem advisable or
appropriate or as the Trustee shall deem necessary in connection with such
pledge, mortgage or hypothecation. 


 




	
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Section
1007. Limitation on Certain Acquisitions. 


 


The Company will not (a) acquire Capital
Stock of any corporation or (b) acquire substantially all the assets and
liabilities of any corporation, if, immediately upon giving effect to such
acquisition, the Company would not then be in full compliance with all the
terms, conditions and covenants contained in this Indenture. 


 


Section
1008. Payment of Taxes and Other Claims. 


 


The Company will pay or discharge or
cause to be paid or discharged, before the same shall become delinquent, (1)
all taxes, assessments and governmental charges levied or imposed upon the
Company or any Subsidiary or upon the income, profits or property of the
Company or any Subsidiary, and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Company or any subsidiary; PROVIDED, HOWEVER, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings. 


 


Section
1009. Corporate Existence. 


 


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


 


Section
1010. Waiver of Certain Covenants. 


 


The Company may omit in any particular
instance to comply with any term, provision or condition set forth in Section
1006, 1007 and 1008 with respect to the Securities of any series if before the
time for such compliance the Holders of at least a majority in principal amount
of the Outstanding Securities of such series shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance
with such term, provision or condition, but no such waiver shall extend to or
affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect. 


 


Section
1011. Calculation of Original Issue Discount. 


 


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


 


ARTICLE ELEVEN


 


REDEMPTION OF
SECURITIES


 


Section
1101. Applicability of Article. 


 


Redemption of Securities of any series
at the option of the Company as permitted or required by the terms of such
Securities shall be made in accordance with the terms of such Securities and
(except as otherwise provided herein or pursuant hereto) this Article. 


 


Section
1102. Election To Redeem; Notice To Trustee. 


 




	
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The election of the Company to redeem
any Securities shall be evidenced by Board Resolution. In case of any
redemption at the election of the Company of the Securities of any series, with
the same issue date, interest rate and Stated Maturity, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series
to be redeemed. 


 


Section
1103. Selection By Trustee of Securities To Be Redeemed. 


 


If less than all the Securities of any
series with the same issue date, interest rate, Stated Maturity and other terms
are to be redeemed, the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee from the
Outstanding Securities of such series not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions of the principal amount of
Registered Securities of such series; PROVIDED, HOWEVER, that no such partial
redemption shall reduce the portion of the principal amount of a Registered
Security of such series not redeemed to less than the minimum denomination for
a Security of such series established herein pursuant hereto. 


 


If any Convertible Security selected for
partial redemption is converted in part before termination of the conversion
right with respect to the portion of the Security so selected, the converted
portion of such Security shall be deemed (so far as may be) to be the portion
selected for redemption. Securities which have been converted during a
selection of Securities to be redeemed shall be treated by the Trustee as
Outstanding for the purpose of such selection. 


 


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


 


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


 


Section
1104. Notice of Redemption. 


 


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


 


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


 


All notices of redemption shall state: 


 


(1)           the Redemption
Date,


 


(2)           the Redemption
Price,


 


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


 


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


 




	
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(5)           in the case of
Convertible Securities, the Conversion Price then in effect, the date on which
the right to convert the principal amount of the Securities or the portions thereof
to be redeemed will terminate and the place or places where such Securities may
be surrendered for conversion,


 


(6)           that on the
Redemption Date the Redemption Price will become due and payable upon each such
Security to be redeemed only, as to Bearer Securities, against tender of such
Security and any Coupons appertaining thereto, and, if applicable, that
interest thereon and Additional Amounts, if any, shall cease to accrue on and
after said date,


 


(7)           the place or
places where such Securities, together, in the case of Bearer Securities with
all Coupons appertaining thereto, if any, maturing after the Redemption Date,
are to be surrendered for payment of the Redemption Price,


 


(8)           that the
redemption is for a sinking fund, if such is the case, and


 


(9)           the CUSIP
number, if any.


 


A notice of redemption published as
contemplated by Section 106 need not identify particular Registered Securities
to be redeemed. 


 


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


 


Section
1105. Deposit of Redemption Price. 


 


On or prior to any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on and any Additional Amounts with respect thereto, all the
Securities or portions thereof which are to be redeemed on that date. 


 


If any Convertible Security or portion
thereof called for redemption is converted pursuant to Article Fifteen, any
money deposited with the Trustee or so segregated and held in trust for the
redemption of such Security or portion thereof shall (subject to any right of
the Holder of the Security on a Regular Record Date preceding such conversion
to receive interest) be paid to the Company upon Company Request or, if then
held by the Company, shall be discharged from such trust. 


 


Section
1106. Securities Payable on Redemption Date. 


 


Notice of redemption having been given
as aforesaid, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified, and from and
after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear
interest and the Coupons for such interest appertaining to any Bearer
Securities so to be redeemed, except to the extent provided below, shall be
void. Upon surrender of any such Security for redemption in accordance with
said notice, together with all Coupons, if any, appertaining thereto maturing
after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest (or any Additional Amounts) to
the Redemption Date; PROVIDED, HOWEVER, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only upon presentation and surrender of coupons for such interest (at
an office or agency located outside the United States except as otherwise
provided in Section 1002), and PROVIDED, FURTHER, that installments of interest
on Registered Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
Regular Record Dates according to their terms and the provisions of Section
308. 


 




	
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If any Bearer Security surrendered for
redemption shall not be accompanied by all appurtenant Coupons maturing after
the Redemption Date, such Security may be paid after deducting from the
Redemption Price an amount equal to the face amount of all such missing
Coupons, or the surrender of such missing Coupon or Coupons may be waived by
the Company and the Trustee if there be furnished to them such Security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall have
been made from the Redemption Price, such Holder shall be entitled to receive
the amount so deducted; PROVIDED, HOWEVER, that interest (or any Additional
Amounts) represented by Coupons shall be payable only upon presentation and
surrender of those Coupons at an office or agency located outside of the United
States except as otherwise provided in Section 1002. 


 


If any Security called for redemption
shall not be so paid upon surrender thereof for redemption, the principal (and
premium, if any) shall, until paid, bear interest from the Redemption Date at
the rate prescribed therefor in the Security. 


 


Section
1107. Securities Redeemed in Part. 


 


Any Registered Security which is to be
redeemed only in part shall be surrendered at any office or agency of the
Company maintained for that purpose pursuant to Section 1002 (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing) and the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Registered Security or
Securities of the same series, containing identical terms and provisions, of
any authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered. If a Security in global form is so surrendered,
the Company shall execute, and the Trustee shall authenticate and deliver to
the U.S. Depository or other depository for such Security in global form as
shall be specified in the Company Order with respect thereto to the Trustee,
without service charge, a new Security in global form in a denomination equal
to and in exchange for the unredeemed portion of the principal of the Security
in global form so surrendered. 


 


Section
1108. Conversion Arrangements on Call for Redemption. 


 


Notwithstanding anything to the contrary
contained in this Indenture, in connection with any redemption of Convertible
Securities of any series, the Company, by an agreement with one or more
investment bankers or other purchasers, may arrange for such purchasers to
purchase all such Convertible Securities called for redemption (the “Called
Securities”) which are either (i) surrendered for redemption or (ii) not duly
surrendered for redemption or conversion prior to the close of business on the
Redemption Date, and to convert the same into shares of Common Stock, by the
purchasers’ depositing with the Trustee (acting as Paying Agent with respect to
the deposit of such amount and as conversion agent with respect to the
conversion of such Called Securities), in trust for the Holders of the Called
Securities, on or prior to the Redemption Date in the manner agreed to by the
Company and such purchasers, an amount sufficient to pay the Redemption Price,
payable by the Company on redemption of such Called Securities. In connection
with any such arrangement for purchase and conversion, the Trustee as Paying
Agent shall pay on or after the Redemption Date such amounts so deposited by
the purchasers in exchange for Called Securities surrendered for redemption
prior to the close of business on the Redemption Date and for all Called
Securities surrendered after such Redemption Date. Notwithstanding anything to
the contrary contained in this Article Eleven, the obligation of the Company to
pay the Redemption Price of such Called Securities shall be satisfied and
discharged to the extent such amount is so paid by such purchasers. However,
nothing in this Section 1108 shall in any way relieve the Company of the
obligation to pay such Redemption Price on all Called Securities to the extent
such amount is not so paid by said purchasers. For all purposes of this
Indenture, any Called Securities surrendered by the Holders for redemption, and
any Called Securities not duly surrendered for redemption or conversion prior
to the close of business on the Redemption Date, shall be deemed acquired by
such purchasers from such Holders and surrendered by such purchasers for
conversion and shall in all respects be deemed to have been converted, all as
of immediately prior to the close of business on the Redemption Date, subject
to the deposit by the Purchasers of the above amount as aforesaid. Nothing in
this Section 1108 shall in any way limit the right of any Holder of a Security
to convert his Security pursuant to the terms of this Indenture and of such
Security at any time prior to the close of business on the Redemption Date
applicable thereto. 




 	
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ARTICLE TWELVE


 


SINKING FUNDS


 


Section
1201. Applicability of Article. 


 


The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of a series,
except as otherwise permitted or required by any form of Security of such
series issued pursuant to this Indenture. 


 


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


 


Section
1202. Satisfaction of Sinking Fund Payments With Securities. 


 


The Company may, in satisfaction of all
or any part of any sinking fund payment with respect to the Securities of such
series to be made pursuant to the terms of such Securities as provided for by
the terms of such series (1) deliver Outstanding Securities of such series
(other than any of such Securities previously called for redemption or any of
such Securities in respect of which cash shall have been released to the
Company), together in the case of any Bearer Securities of such series with all
unmatured Coupons appertaining thereto, and (2) apply as a credit Securities of
such series which have been redeemed either at the election of the Company
pursuant to the terms of such series of Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such
Securities, PROVIDED that such series of Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly. If as a result of the delivery or credit
of Securities of any series in lieu of cash payments pursuant to this Section
1202, the principal amount of Securities of such series to be redeemed in order
to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee
need not call Securities of such series for redemption, except upon Company
Request, and such cash payment shall be held by the Trustee or a Paying Agent
and applied to the next succeeding sinking fund payment, PROVIDED, HOWEVER,
that the Trustee or such Paying Agent shall at the request of the Company from
time to time pay over and deliver to the Company any cash payment so being held
by the Trustee or such Paying Agent upon delivery by the Company to the Trustee
of Securities of that series purchased by the Company having an unpaid
principal amount equal to the cash payment requested to be released to the
Company. 


 


Section
1203. Redemption of Securities For Sinking Fund. 


 


Not less than 75 days prior to each
sinking fund payment date for any series of Securities, the Company will
deliver to the Trustee an Officers’ Certificate specifying the amount of the
next ensuing mandatory sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting of Securities of that series pursuant to Section 1202,
and the optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and will also deliver to the Trustee any Securities to be
so credited and not theretofore delivered. If such Officers’ Certificate shall
specify an optional amount to be added in cash to the next ensuing mandatory
sinking fund payment, the Company shall thereupon be obligated to pay the
amount therein specified. Not less than 60 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 1104. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1106 and 1107. 


 



	
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ARTICLE THIRTEEN


 


REPAYMENT AT THE
OPTION OF HOLDERS


 


Section
1301. Applicability of Article. 


 


Securities of any series which are
repayable at the option of the Holders thereof before their Stated Maturity
shall be repaid in accordance with the terms of the Securities of such series.
The repayment of any principal amount of Securities pursuant to such option of
the Holder to require repayment of Securities before their Stated Maturity, for
purposes of Section 310, shall not operate as a payment, redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the Company, at its option, shall deliver or surrender the same to the
Trustee with a directive that such Securities be cancelled. Notwithstanding
anything to the contrary contained in this Article Thirteen, in connection with
any repayment of Securities, the Company may arrange for the purchase of any
Securities by an agreement with one or more investment bankers or other
purchasers to purchase such Securities by paying to the Holders of such
Securities on or before the close of business on the repayment date an amount
not less than the repayment price payable by the Company on repayment of such
Securities, and the obligation of the Company to pay the repayment price of
such Securities shall be satisfied and discharged to the extent such payment is
so paid by such purchasers. 


 


ARTICLE FOURTEEN


 


MEETINGS OF
HOLDERS


 


Section
1401. Purposes For Which Meetings May Be Called. 


 


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


 


Section
1402. Call, Notice and Place of Meetings. 


 


(a)           The Trustee may at any
time call a meeting of Holders of Securities of any series for any purpose
specified in Section 1401, to be held at such time and at such place in the
Principle Office of the Trustee, or, if Securities of such series are to be
issued as Bearer Securities, in London, as the Trustee shall determine. Notice
of every meeting of Holders of Securities of any series, setting forth the time
and the place of such meeting and in general terms the action proposed to be
taken at such meeting, shall be given, in the manner provided in Section 106,
not less than 21 nor more than 180 days prior to the date fixed for the
meeting. 


 


(b)           In case at any time the
Company, pursuant to Board Resolution, or the Holders of at least 10% in
principal amount of the Outstanding Securities of any series shall have
requested the Trustee to call a meeting of the Holders of Securities of such
series for any purpose specified in Section 1401, by written request setting
forth in reasonable detail the action proposed to be taken at the meeting, and
the Trustee shall not have made the first publication of the notice of such
meeting within 21 days after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein, then the Company or
the Holders of Securities of such series in the amount above specified, as the
case may be, may determine the time and the place for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section. 


 


Section
1403. Persons Entitled To Vote At Meetings. 


 


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


 




	
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Section
1404. Quorum; Action. 


 


The Persons entitled to vote a majority
in principal amount of the Outstanding Securities of a series shall constitute
a quorum for a meeting of Holders of Securities of such series. In the absence
of a quorum within 30 minutes after the time appointed for any such meeting,
the meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any
such adjourned meeting, such adjourned meeting may be further adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such adjourned meeting. Notice of the reconvening
of any adjourned meeting shall be given as provided in section 1402 (a), except
that such notice need be given only once not less than five 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 Outstanding Securities of such
series which shall constitute a quorum. 


 


Except as limited by the proviso to
Section 902, any resolution presented to a meeting or adjourned meeting duly
reconvened at which a quorum is present as aforesaid may be adopted only by the
affirmative vote of the Holders of a majority in principal amount of the
Outstanding Securities of that series; PROVIDED, HOWEVER, that, except as
limited by the proviso to Section 902, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid by the affirmative vote of the Holders of such specified
percentage in principal amount of the Outstanding Securities of that series. 


 


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


 


Section
1405. Determination of Voting Rights; Conduct and Adjournment of Meetings. 


 


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


 


(b)           The Trustee shall, by an
instrument in writing, appoint a temporary chairman of the meeting, unless the
meeting shall have been called by the Company or by Holders of Securities as
provided in Section 1402(b), in which case the Company or the Holders of
Securities of the series calling the meeting, as the case may be, shall in like
manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the Persons entitled to
vote a majority in principal amount of the Outstanding Securities of such
series represented at the meeting. 


 


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


 




	
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(d)           Any meeting of Holders of
Securities of any series duly called pursuant to Section 1402 at which a quorum
is present may be adjourned from time to time by Persons entitled to vote a
majority in principal amount of the Outstanding Securities of such series
represented at the meeting; and the meeting may be held as so adjourned without
further notice. 


 


Section
1406. Counting Votes and Recording Action of Meetings. 


 


The vote upon any resolution submitted
to any meeting of Holders of Securities of any series shall be by written
ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the
principal amounts and serial numbers of the Outstanding Securities of such
series held or represented by them. The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in triplicate of all votes cast at
the meeting. 


 


A record, at least in triplicate, of the
proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1402 and, if applicable, Section 1404.
Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to
the Company and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any record so
signed and verified shall be conclusive evidence of the matters therein stated 


 


ARTICLE FIFTEEN


 


CONVERSION


 


Section
1501. Conversion Privilege. 


 


Subject to and upon compliance with the
provisions of this Article Fifteen and the terms of the Convertible Securities
of the series proposed to be converted, at the option of the Holder, any
Convertible Security or any portion of the principal amount thereof which is
$1,000 or an integral multiple thereof, may be converted into shares of Common
Stock, as said shares shall be constituted at the Date of Conversion, at the
Conversion Price for such Convertible Securities of such series in effect at
the Date of Conversion. 


 


Section
1502. Manner of Exercise of Convertible Privilege. 


 




	
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In order to exercise the conversion
privilege, the Holder of any Convertible Security to be converted shall
surrender such Convertible Security to the Company at its office or agency,
together with the conversion notice in the form provided on the Securities (or
separate written notice) duly executed, and, if so required by the Company,
accompanied by instruments of transfer, in form satisfactory to the Company and
to the Trustee, duly executed by the Holder or by his duly authorized attorney
in writing. Any Registered Convertible Security so surrendered during the
period from the close of business on the Regular Record Date preceding an
Interest Payment Date for such Registered Convertible Security to the opening
of business on such Interest Payment Date shall (unless any such Registered
Convertible Security or the portion thereof being converted shall have been
called for redemption on a Redemption Date during such period, in which event
no interest shall be payable with respect to such Registered Convertible
Security or portion thereof, as the case may be, following such Redemption
Date) also be accompanied by payment in Clearing House funds or other funds
acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of such Registered Convertible
Security then being converted; provided, however, that no such payment need be
made if there shall exist, at the time of conversion, a default in the payment
of interest on the Convertible Securities of such series. Except as provided in
the immediately preceding sentence, no adjustment shall be made for interest
accrued on any Convertible Security that shall be converted or for dividends on
any shares of Common Stock that shall be delivered upon the conversion of such
Convertible Securities. The funds so delivered to such office or agency shall
be paid to the Company on or after such Interest Payment Date, unless the
Company shall default in the payment of the interest due on such Interest
Payment Date, in which event such funds shall be repaid to the Person who
delivered the same. As promptly as practicable after the surrender of any
Convertible Security for conversion as aforesaid, the Company shall deliver at
said office or agency to such Holder, or on his written order, a certificate or
certificates for the number of full shares deliverable upon the conversion of
such Convertible Security or portion thereof and a check or cash in respect of
any fraction of a share of Common Stock otherwise deliverable upon such
conversion, all as provided in this Article Fifteen, together with a
Convertible Security or Convertible Securities of the same series in principal
amount equal to the unconverted and unredeemed portion, if any, of the
Convertible Security so converted in accordance with Section 306 hereof. Such
conversion shall be deemed to have been effected on the date on which such
notice shall have been received at said office or agency and such Convertible
Security shall have been surrendered as aforesaid, and the Person or Persons in
whose name or names any certificate or certificates for shares of Common Stock
shall be deliverable upon such conversion shall be deemed to have become on
said date the Holder or Holders of record of the shares represented thereby,
provided, however, that any such surrender on any date when the stock transfer
books of the Company shall be closed shall constitute the Person or Persons in
whose name or names the certificates are to be delivered as the record Holder
or Holders thereof for all purposes on the next succeeding day on which such
stock transfer books are open, but such conversion shall be at the Conversion
Price in effect on the date of such surrender.


 


Section
1503. Cash Adjustment Upon Conversion. 


 


The Company shall not be required to
deliver fractions of shares of Common Stock upon conversions of Convertible
Securities. If more than one Convertible Security shall be surrendered for
conversion at one time by the same Holder, the number of full shares which
shall be deliverable upon conversion thereof shall be computed on the basis of
the aggregate principal amount of the Securities so surrendered. If any
fractional interest in a share of Common Stock would be deliverable upon the
conversion of any Convertible Security or Securities, the Company shall make an
adjustment therefor in cash equal to the current market value of such
fractional interest computed to the nearest cent either on the basis of the
last reported sale price regular way of the Common Stock on the Nasdaq Global
Market (or, if not listed on the Nasdaq Global Market, then on such other
exchange on which the shares of Common Stock are listed as the Company may
designate) on the last Business Day prior to the Date of Conversion or, if
there shall not have been a sale on such last Business Day, on the basis of the
average of the bid and asked quotations therefor on such exchange on such last
Business Day or, if the Common Stock shall not then be listed on any exchange,
at the highest bid quotation in the over-the- counter market on such last
Business Day as reported by the National Association of Securities Dealers
through NASDAQ, its automated system for reporting quotes, or its successor or
such other generally accepted source of publicly reported bid and asked
quotations as the Company may reasonably designate. 


 


Section
1504. Conversion Price. 


 


The Conversion Price applicable to any
series of Convertible Securities shall be the initial Conversion Price set
forth on the Officers’ Certificate or supplemental indenture establishing such
series adjusted as provided in this Article Fifteen. 


 


Section
1505. Adjustment of Conversion Price. 


 


The Conversion Price applicable to any
series of Convertible Securities shall be adjusted from time to time as
follows: 


 




	
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(a)           In case the Company shall,
at any time or from time to time while the Securities of any series are
outstanding, (i) pay a dividend on its Common Stock in shares of Common Stock,
(ii) subdivide its outstanding shares of Common Stock into a larger number of
shares, or (iii) combine its outstanding Common Stock into a smaller number of
shares, the Conversion Price for such series in effect immediately prior
thereto shall be adjusted so that the Holder of any Security of such series
thereafter surrendered for conversion shall be entitled to receive the number
of shares of Common Stock or other securities of the Company which he would
have owned or have been entitled to receive after the happening of any of the
events described above, had such Convertible Security of such series been converted
immediately prior to the happening of such event. An adjustment made pursuant
to this subdivision (a) shall become effective, in the case of a dividend, on
the payment date retroactively to immediately after the opening of business on
the day following the record date for the determination of shareholders
entitled to receive such dividend, subject to the provisions of paragraph (g)
of this Section 1505, and shall become effective in the case of a subdivision
or combination immediately after the opening of business on the day following
the day when such subdivision or combination, as the case may be, becomes
effective. 


 


(b)           In case the Company shall,
at any time or from time to time while the Convertible Securities of any series
are outstanding, issue rights or warrants to all holders of its shares of
Common Stock entitling them (for a period expiring within 45 days of the record
date mentioned below) to subscribe for or purchase shares of Common Stock at a
price per share less than the current market price per share of Common Stock
(as defined in paragraph (d) below) at such record date, the Conversion Price
of any series of Convertible Securities in effect immediately prior to the
issuance of such rights or warrants shall be adjusted as follows: the number of
shares of Common Stock into which $1,000 principal amount of Convertible
Securities of such series was theretofore convertible shall be multiplied by a
fraction, of which the numerator shall be the number of shares of Common Stock
outstanding immediately prior to such record date plus the number of additional
shares of Common Stock offered for subscription or purchase, and of which the
denominator shall be the number of shares of Common Stock outstanding
immediately prior to such record date plus the number of shares which the
aggregate offering price of the total number of shares so offered would
purchase at such current market price; and the Conversion Price for such series
of Convertible Securities shall be adjusted by dividing $1,000 by the new number
of shares into which $1,000 principal amount of Securities of such series shall
be convertible as aforesaid. Such adjustment shall become effective on the date
of such issuance retroactively to immediately after the opening of business on
the day following the record date for the determination of shareholders
entitled to receive such rights or warrants, subject to the provisions of
paragraph (g) of this Section 1505. In determining whether any rights or
warrants entitle the holders to subscribe for or purchase shares of Common
Stock at less than such current market price, and in determining the aggregate
offering price of such shares, there shall be taken into account any
consideration received by the Company for such rights or warrants, the value of
such consideration, if other than cash, to be determined by the Board of
Directors. 


 


(c)           In case the Company shall,
at any time from time to time while the Convertible Securities of any series
are outstanding, distribute to all holders of shares of its Common Stock
evidences of its indebtedness or securities or assets (excluding cash dividends
or cash distributions payable out of consolidated net earnings or retained
earnings) or rights or warrants to subscribe for shares of Common Stock at a
price per share less than the current market price per share of Common Stock,
determined in the manner set forth in paragraph (d) below, but excluding rights
or warrants referred to in paragraph (b) above, the Conversion Price for such
series of Convertible Securities in effect immediately prior to such
distribution shall be adjusted by multiplying the number of shares of Common
Stock into which $1,000 principal amount of Convertible Securities of such
series of Convertible Securities was theretofore convertible by a fraction, of
which the numerator shall be the current market price per share of Common Stock
(as defined in paragraph (d) below) on the record date for such distribution,
and of which the denominator shall be such current market price per share of
the Common Stock, less the then fair market value (as determined by the Board
of Directors of the Company, whose determination shall be conclusive) of the
portion of such evidences of indebtedness, securities or assets or of such
subscription rights or warrants so distributed applicable to one share of
Common Stock; and the Conversion Price for such series of Convertible
Securities shall be adjusted by dividing $1,000 by the new number of shares
into which $1,000 principal amount of Convertible Securities of such series
shall be convertible as aforesaid. Such adjustment shall become effective on
the date of such distribution retroactively to immediately after the opening of
business on the day following the record date for the determination of
shareholders entitled to receive such distribution, subject to the provisions
of paragraph (g) of this Section 1505. For the purposes of this paragraph (c)
consolidated net earnings or retained earnings shall be computed by adding
thereto all charges against retained earnings on account of dividends paid in
shares of Common Stock in respect of which the Conversion Price has been
adjusted, all as determined by Independent Public Accountants, whose
determination shall be conclusive. 


 


(d)           For the purpose of any
computation under paragraphs (b) and (c) above, the current market price per
share of Common Stock at any date shall be deemed to be the average of the
market values of the shares of Common Stock for the ten consecutive Business
Days immediately preceding the day in question. The market value of the Common
Stock for each day shall be determined as provided in Section 1503 hereof. 


 




	
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(e)           The Company may make such
reductions in the Conversion Price for any series of Convertible Securities, in
addition to those required by paragraphs (a), (b) and (c) of this Section as it
considers to be advisable in order that any event treated for Federal income
tax purposes as a dividend of stock or stock rights shall not be taxable to the
recipients. 


 


(f)            Except as herein
otherwise provided, no adjustment in the Conversion Price for any series of
Convertible Securities shall be made by reason of the issuance, in exchange for
cash, property or services, of shares of Common Stock, or any securities
convertible into or exchangeable for shares of Common Stock, or carrying the
right to purchase any of the foregoing. 


 


(g)           If the Company shall take
a record of the holders of its shares of Common Stock for the purpose of
entitling them to receive any dividend or any subscription or purchase rights
or any distribution and shall, thereafter and before the distribution to
shareholders of any such dividend, subscription or purchase rights or
distribution, legally abandon its plan to pay or deliver such dividend,
subscription or purchase rights or distribution, then no adjustment of the
Conversion Price for any series of Convertible Securities shall be required by
reason of the taking of such record. 


 


(h)           No adjustment in the
Conversion Price for any series of Convertible Securities shall be required
unless such adjustment would require an increase or decrease of at least 1% in
such price; provided, however, that any adjustments which by reason of this paragraph
(h) are not required to be made shall be carried forward and taken into account
in any subsequent adjustment. All calculations under this Article Fifteen shall
be made to the nearest cent or to the nearest one-hundredth of a share, as the
case may be. 


 


(i)            Whenever the Conversion
Price for any series of Convertible Securities is adjusted as herein provided,
the Company shall (i) forthwith place on file at the Principal Office of the
Trustee an Officers’ Certificate showing in detail the facts requiring such
adjustment and the Conversion Price after such adjustment and shall exhibit the
same from time to time to any Holder of Convertible Securities of such series
desiring an inspection thereof, and (ii) cause a notice stating that such
adjustment has been effected and the adjusted Conversion Price to be mailed to
the Holders of Registered Convertible Securities of such series at their last
addresses as they shall appear on the Security Register. 


 


(j)            The Company may delete,
modify or vary any of the provisions applicable to conversion of the
Convertible Securities of any series, or may add new provisions applicable
thereto, all as may be contained in the Board Resolutions and Officers’
Certificate or supplemental indenture establishing such series. 


 


Section
1506. Effect of Reclassifications, Consolidations, Mergers or Sales on
Conversion Privilege. 


 




	
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In case of any reclassification or change
of outstanding shares of the class of Common Stock issuable upon conversion of
the Convertible Securities (other than a change in par value, or from par value
to no par value, or from no par value to par value, or as a result of a
subdivision or combination), or in case of any merger or consolidation of the
Company with one or more other corporations (other than a merger or
consolidation in which the Company is the continuing corporation and which does
not result in any reclassification or change of outstanding shares of Common
Stock issuable upon conversion of the Securities), or in case of the merger of
the Company into another corporation, or in case of any sale or conveyance to
another corporation of the property of the Company as an entirety or substantially
as an entirety, the Holder of Convertible Securities then outstanding shall
have the right to convert such Convertible Security into the kind and amount of
shares of capital stock or other securities and property, including cash,
receivable upon such reclassification, change, consolidation, merger, sale or
conveyance by a holder of the number of shares of Common Stock into which such
Convertible Security might have been converted immediately prior to such
reclassification, change, consolidation, merger, sale or conveyance. In any
such case the Company, or such successor or purchasing corporation, as the case
may be, shall execute with the Trustee one or more supplemental indentures
(which shall conform to the Trust Indenture Act of 1939 as in force at the date
of the execution of such supplemental indenture) containing provisions to the
effect set forth above in this Section 1506 and providing further for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article Fifteen; and any such adjustment which
shall be approved by the Board of Directors and set forth in such supplemental
indenture or supplemental indentures shall be conclusive for all purposes of
this Section, and the Trustee shall not be under any responsibility to
determine the correctness of any provision contained in such supplemental
indenture or supplemental indentures relating to either the kind or amount of
shares of stock or securities or property receivable by Holders of Securities
of any series upon the conversion of their Convertible Securities after any
such reclassification, change, consolidation, merger, sale or conveyance. 


 


The above provisions of this Section
1506 shall similarly apply to successive reclassifications, changes,
consolidations, mergers, sales and conveyances. 


 


Section
1507. Taxes on Conversions. 


 


The issue of stock certificates on
conversions of Convertible Securities shall be made without charge to the
converting Holder of Convertible Securities for any tax in respect of the issue
thereof. The Company shall not, however, be required to pay any tax which may
be payable in respect of any transfer involved in the issue and delivery of
shares in any name other than that of the Holder of any Registered Convertible
Security converted, and the Company shall not be required to issue or deliver
any such stock certificate unless and until the Person or Persons requesting
the issue thereof shall have paid to the Company the amount of such tax or
shall have established to the satisfaction of the Company that such tax has
been paid. 


 


Section
1508. Company to Reserve Common Stock. 


 


The Company shall at all times reserve
and keep available out of the aggregate of its authorized but unissued shares
or its issued shares held in its treasury, or both, for the purpose of
effecting the conversion of the Securities, such number of its duly authorized
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding Securities. 


 


If any shares of Common Stock reserved
or to be reserved for the purpose of conversion of Securities hereunder require
registration with or approval of any governmental authority under any Federal
or State law before such shares may be validly delivered upon conversion, then
the Company covenants that it will in good faith and as expeditiously as
possible endeavor to secure registration or approval, as the case may be. 


 


The Company covenants that all shares of
Common Stock which may be delivered upon conversion of Convertible Securities
shall upon delivery be fully paid and nonassessable by the Company and free
from all taxes, liens and charges with respect to the issue or delivery
thereof. 


 


Section
1509. Disclaimer by Trustee of Responsibility for Certain Matters. 


 


Neither the Trustee nor any conversion
agent shall at any time be under any duty or responsibility to any Holder of
Convertible Securities of any series to determine whether any facts exist which
may require any adjustment of the Conversion Price for such series, or with
respect to the nature or extent of any such adjustment when made, or with
respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same, subject, however, to the
provisions of Sections 315(a) through 315(b) of the Trust Indenture Act.
Neither the Trustee nor any conversion agent shall be accountable with respect
to the validity or value (or the kind or amount) of any shares of Common Stock,
or of any securities or property which may at any time be issued or delivered
upon the conversion of any Convertible Security; and neither of them makes any
representation with respect thereto. Neither the Trustee nor any conversion
agent shall be responsible for any failure of the Company to make any cash
payment or to issue, transfer or deliver any shares of Common Stock or stock
certificates or other securities or property upon the surrender of any Security
for the purpose of conversion or, subject to Sections 315(a) through 315(b) of
the Trust Indenture Act, to comply with any of the covenants of the Company
contained in this Article Sixteen. 


 


No recourse may be taken with respect to
the obligations of the Issuer or the Trustee against the Trustee in its
individual capacity. 


 


Section
1510. Company to Give Notice of Certain Events. 


 


In the event: 


 




	
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(1)           that the
Company shall pay any dividend or make any distribution to the holders of
shares of Common Stock otherwise than in cash charged against consolidated net
earnings or retained earnings of the Company and its consolidated net earnings
or retained earnings of the Company and its consolidated subsidiaries or in
Common Stock; or


 


(2)           that the
Company shall offer for subscription or purchase, pro rata, to the holders of
shares of Common Stock any additional shares of stock of any class or any
securities convertible into or exchangeable for stock of any class; or


 


(3)           of any
reclassification or change in outstanding shares of the class of Common Stock
issuable upon the conversion of the Securities (other than a change in par value,
or from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination), or of any merger or consolidation of
the Company with, or merger of the Company into, another corporation (other
than a merger or consolidation in which the Company is the continuing
corporation and which does not result in any reclassification or change of
outstanding shares of Common Stock issuable upon conversion of the Securities),
or of any sale or conveyance to another corporation of the property of the
Company as an entirety or substantially as an entirety;


 


then,
and in any one or more of such events, the Company will give to the Trustee and
each conversion agent written notice thereof at least fifteen days prior to (i)
the record date fixed with respect to any of the events specified in (1) and
(2) above, and (ii) the effective date of any of the events specified in (3)
above; and shall mail promptly a copy of such notice to the Holders of
Registered Convertible Securities at their last addresses as they shall appear
upon the Security Register. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such dividend, distribution,
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up.


 


* * * * *


 


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


 


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


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SOUTHERN
  FIRST BANCSHARES, INC.

  	
   

  
	
   

  	
   

  By:  

  	
   

  	
   

  
	
   

  	
   

  	
   Name:  

  	
   

  	
   

  
	
   

  	
   

  	
   Title:  

  	
   

  	
   

  
	
   

  
	
   

  	
  [                               ],
  not in its individual capacity but solely as Trustee

   

  	
   

  
	
   

  	
  By:  

  	
   

  	
   

  
	
   

  	
   

  	
   Name:  

  	
   

  	
   

  
	
   

  	
   

  	
   Title:  

  	
   

  	
   

  
	
   

  





	
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