Exhibit 4.7






Exhibit 4.7


 


 


 


 


 


SOUTHERN FIRST
BANCSHARES, INC.


 


Issuer


 


to


 


 


 


                                                                        


 


[                       ]


Trustee


 


                                                                        


 


 


 


SUBORDINATED
INDENTURE


 


 


 


Dated as of                 ,
20


 


 


 


Subordinated 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

  	
  9

  
	
   

  	
  Section 104.

  	
  Acts of Holders

  	
  9

  
	
   

  	
  Section 105.

  	
  Notices, Etc., to
  Trustee and Company

  	
  10

  
	
   

  	
  Section 106.

  	
  Notice to Holders

  	
  11

  
	
   

  	
  Section 107.

  	
  Language of
  Notices

  	
  11

  
	
   

  	
  Section 108.

  	
  Conflict With
  Trust Indenture Act

  	
  11

  
	
   

  	
  Section 109.

  	
  Effect of
  Headings and Table of Contents

  	
  12

  
	
   

  	
  Section 110.

  	
  Successors and Assigns

  	
  12

  
	
   

  	
  Section 111.

  	
  Separability
  Clause

  	
  12

  
	
   

  	
  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

  	
  13

  
	
   

  	
  Section 203.

  	
  Securities in
  Global Form

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  	
  THE SECURITIES

  	
  13

  
	
   

  	
  Section 301.

  	
  Amount Unlimited;
  Issuable in Series

  	
  14

  
	
   

  	
  Section 302.

  	
  Denominations

  	
  16

  
	
   

  	
  Section 303.

  	
  Securities in
  Foreign Countries

  	
  16

  
	
   

  	
  Section 304.

  	
  Execution,
  Authentication, Delivery and Dating

  	
  17

  
	
   

  	
  Section 305.

  	
  Temporary
  Securities

  	
  18

  
	
   

  	
  Section 306.

  	
  Registration,
  Transfer and Exchange

  	
  18

  
	
   

  	
  Section 307.

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
  21

  
	
   

  	
  Section 308.

  	
  Payment of
  Interest; Interest Rights Preserved

  	
  21

  
	
   

  	
  Section 309.

  	
  Persons Deemed
  Owners

  	
  22

  
	
   

  	
  Section 310.

  	
  Cancellation

  	
  23

  
	
   

  	
  Section 311.

  	
  Computation of
  Interest

  	
  23

  
	
   

  	
  Section 312.

  	
  Cusip Numbers

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  	
  SATISFACTION AND
  DISCHARGE

  	
  23

  
	
   

  	
  Section 401.

  	
  Satisfaction and
  Discharge of Indenture

  	
  23

  
	
   

  	
  Section 402.

  	
  Application of
  Trust Money

  	
  24

  
	
   

  	
  Section 403.

  	
  Satisfaction, Discharge and Defeasance of Securities of Any Series

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  	
  REMEDIES

  	
  26

  
	
   

  	
  Section 501.

  	
  Events of Default

  	
  26

  
	
   

  	
  Section 502.

  	
  Acceleration of
  Maturity; Rescission and Annulment

  	
  27

  
	
   

  	
  Section 503.

  	
  Collection of
  Indebtedness and Suits for Enforcement by Trustee

  	
  27

  
	
   

  	
  Section 504.

  	
  Trustee May File
  Proofs of Claim

  	
  28

  
	
   

  	
  Section 505.

  	
  Trustee May
  Enforce Claims Without Possession of Securities or Coupons

  	
  28

  
	
   

  	
  Section 506.

  	
  Application of
  Money Collected

  	
  29

  
	
   

  	
  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

  	
  30

  
	
   

  	
  Section 510.

  	
  Rights and
  Remedies Cumulative

  	
  30

  





 


	
  
	i

  






 










 











 


 


	
   

  	
  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

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  	
  33

  
	
   

  	
  Section 606.

  	
  Compensation and
  Reimbursement

  	
  33

  
	
   

  	
  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

  	
  35

  
	
   

  	
  Section 610.

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
  35

  
	
   

  	
  Section 611.

  	
  Appointment of
  Authenticating Agent

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  	
  38

  
	
   

  	
  Section 704.

  	
  Reports by
  Company

  	
  38

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  	
  CONSOLIDATION,
  MERGER AND SALES

  	
  39

  
	
   

  	
  Section 801.

  	
  Company May
  Consolidate etc., Only on Certain Terms

  	
  39

  
	
   

  	
  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

  	
  42

  
	
   

  	
  Section 905.

  	
  Conformity with
  Trust Indenture Act

  	
  42

  
	
   

  	
  Section 906.

  	
  Reference in
  Securities to Supplemental Indentures

  	
  42

  
	
   

  	
  Section 907.

  	
  Subordination Unimpaired

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  	
  COVENANTS

  	
  42

  
	
   

  	
  Section 1001.

  	
  Payment of
  Principal, Premium, if any, and Interest

  	
  42

  
	
   

  	
  Section 1002.

  	
  Maintenance of
  Office or Agency

  	
  42

  
	
   

  	
  Section 1003.

  	
  Money for
  Securities Payments to be Held in Trust

  	
  43

  
	
   

  	
  Section 1004.

  	
  Additional
  Amounts

  	
  44

  
	
   

  	
  Section 1005.

  	
  Statement as to
  Compliance; Notice of Certain Defaults

  	
  45

  
	
   	
  Section 1006.	
  Payment of Taxes and Other Claims	
  45
	
   	
  Section 1007.	
  Corporate Existence	
  45
	
   	
  Section 1008.	
  Waiver of Certain Covenants	
  45
	
   

  	
  Section 1009.

  	
  Calculation of Original Issue Discount

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
  REDEMPTION OF
  SECURITIES

  	
  46

  
	
   

  	
  Section 1101.

  	
  Applicability of
  Article

  	
  46

  
	
   

  	
  Section 1102.

  	
  Election to
  Redeem; Notice to Trustee

  	
  46

  
	
   

  	
  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

  	
  48

  
	
   

  	
  Section 1107.

  	
  Securities
  Redeemed in Part

  	
  48

  



 


 




	
  ii

  






 










 











	
   

  	
  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

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  	
  51

  
	
   

  	
  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	
  SUBORDINATION	
  52
	
   

  	
  Section 1501.

  	
  Securities Subordinated To Senior Indebtedness	
  52

  
	
   

  	
  Section 1502.

  	
  Subrogation	
  54

  
	
   	
  Section 1503.	
  Obligation Of Company Unconditional	
  54
	
   	
  Section 1504.	
  Payment On Securities Permitted	
  55
	
   	
  Section 1505.	
  Effectuation Of Subordination by Trustee	
  55
	
   	
  Section 1506.	
  Knowledge Of Trustee	
  55
	
   	
  Section 1507.	
  Trustee's Relation To Senior Indebtedness	
  55
	
   

  	
  Section 1508.

  	
  Rights Of Holders Of Senior Indebtedness Not Impaired

  	
  55

  
	
   	
   	
   
	
  ARTICLE SIXTEEN

  	
  CONVERSION

  	
  56

  
	
   

  	
  Section 1601.

  	
  Conversion
  Privilege

  	
  56

  
	
   

  	
  Section 1602.

  	
  Manner of
  Exercise of Convertible Privilege

  	
  56

  
	
   

  	
  Section 1603.

  	
  Cash Adjustment
  Upon Conversion

  	
  57

  
	
   

  	
  Section 1604.

  	
  Conversion Price

  	
  57

  
	
   

  	
  Section 1605.

  	
  Adjustment of
  Conversion Price

  	
  57

  
	
   

  	
  Section 1606.

  	
  Effect of Reclassifications, Consolidations, Mergers or Sales on
	Conversion

  	
  59

  
	
   

  	
  Section 1607.

  	
  Taxes on
  Conversions

  	
  59

  
	
   

  	
  Section 1608.

  	
  Company to
  Reserve Common Stock

  	
  60

  
	
   

  	
  Section 1609.

  	
  Disclaimer by
  Trustee of Responsibility for Certain Matters

  	
  60

  
	
   

  	
  Section 1610.

  	
  Company to Give
  Notice of Certain Events

  	
  60

  




 


 


 




	
  iii

  






 







 















 


 


 


 


SOUTHERN FIRST BANCSHARES, INC.


 


Reconciliation
and tie between Trust Indenture Act of 1939, as amended, and Subordinated
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 Subordinated Indenture.


 


 




	
  1

  



 











 











 


 


 


 



SUBORDINATED 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 subordinated
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


 


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


 


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


 


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


 


(3)       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;


 


(4)       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;


 


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


 


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


 


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


 


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


 


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

 




	
  2

  






 










 











 


 


 


 


 


“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.


 


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


 


“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 Sixteen.


 


“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:


 


(i)            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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(ii)           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;


 


(iii)          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


 


(iv)          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.


 


“Senior
Indebtedness” means: (i) the principal and any premium or interest for
money borrowed or purchased by the Company; (ii) the principal and any premium
or interest for money borrowed or purchased by another Person and guaranteed by
the Company; (iii) any deferred obligation for the payment of the purchase
price of property or assets evidenced by a note or similar agreement; (iv) an
obligation arising from direct credit substitutes; and (v) any obligation
associated with derivative products such as interest and foreign exchange rate
contracts, commodity contracts and similar arrangements; in each case, whether
outstanding on the date this Subordinated Indenture becomes effective, or
created, assumed or incurred after that date. Senior Indebtedness excludes any
indebtedness that: (a) expressly states that it is junior to, or ranks equally
in right of payment with, the Securities; or (b) is identified as junior to, or
equal in right of payment with, the Securities in any Board Resolution or in
any supplemental indenture.


 


“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.


 


“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.


 




	
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“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.


 


“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.


 




	
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Section
103. Form of Documents Delivered to Trustee.

 


 


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


 


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.


 




	
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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.


 


(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


 




	
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(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


 


(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.


 


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.


 




	
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            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.


 



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.


 




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


 


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


 


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


 


            Dated:                                                                                                    [                               ],


                                      not in its individual capacity but solely


                                      as Trustee


 


 


                                      By:                                                                                         


                                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


 




	
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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 shall be
subordinated in right of payment to Senior Indebtedness as provided in Article
Fifteen.


 


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);


 


(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;


 




	
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(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;


 


(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;


 




	
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(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.


 


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.


 




	
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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;


 


(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.


 




	
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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.


 


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.

 




	
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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.


 


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.


 

            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  

 




	
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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.

 




	
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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.


 


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.

 




	
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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:


 


(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.


 




	
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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.


 


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

 




	
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(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


 


(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.


 




	
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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


 


(2)        the Company has paid or caused to be
paid all other sums payable hereunder with respect to the Outstanding
Securities of such series; and


 


(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

 




	
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(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)           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


 


(2)           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.


 


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


 




	
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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


 


(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, 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,

 




	
  27

  






 










 


  


 


 


 


 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.


 



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 

 




	
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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;


 


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.


 




	
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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.


 


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

 




	
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(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.


 


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.


 



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;


 




	
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(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;


 


(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 

 




	
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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);


 


(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.


 




	
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(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


 


(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.


 




	
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(f)            The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series 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.


 


(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.


 




	
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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.


 


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.


 




	
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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:                                                                                         


                                                                            As Authenticating Agent


 


 


 


                                                                                By:                                                                                         


                                                                            Authorized Signatory


 


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.


 




	
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(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:


 


(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.


 




	
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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;


 


(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.


 




	
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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; 


 


(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 1606; 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.

 




	
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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.


 


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

 




	
  41

  






 










 








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.


 



Section
907. Subordination Unimpaired.


 


No
supplemental indenture entered into under this Article Nine shall modify,
directly or indirectly, the provisions of Article Fifteen or the definition of
Senior Indebtedness in Section 101 in any manner that might alter or impair the
subordination of the Securities with respect to Senior Indebtedness then
outstanding, unless each holder of such Senior Indebtedness has consented
thereto in writing.


 


 


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.

 

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

 



	
  42

  






 










 










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.


 


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:


 




	
  43

  






 










 


  


 


 


 


(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.


 

           
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,

 




	
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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. 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
1007. 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
1008. 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 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,

 




	
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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
1009. 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.


 


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.


 




	
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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,


 


(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.


 




	
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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.


 


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")

 




	
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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.

 


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

 




	
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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.


 


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.

 




	
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(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.


 



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

 




	
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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.


 


(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


 



SUBORDINATION


 



Section
1501. Securities Subordinated To Senior Indebtedness.


 


The
Company covenants and agrees, and each Holder of Securities, by its acceptance
thereof, likewise covenants and agrees, that the indebtedness evidenced by the
Securities and the payment of the principal of (and premium, if any) and
interest on and any Additional Amounts payable in respect thereof is hereby
expressly subordinated, to the extent and in the manner hereinafter set forth,
in right of payment to the prior payment in full of Senior Indebtedness.


 




	
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Anything
in this Indenture or in the Securities of any series to the contrary
notwithstanding, the indebtedness evidenced by the Securities shall be
subordinate and junior in right of payment, to the extent and in the manner
hereinafter set forth, to all Senior Indebtedness:


 


(1)       In the event of any insolvency or
bankruptcy proceedings, and any receivership, liquidation, reorganization,
arrangement or other similar proceedings in connection therewith, relative to
the Company or to its property, and in the event of any proceedings for
voluntary liquidation, dissolution or other winding-up of the Company, whether
or not involving insolvency or bankruptcy, then the holders of Senior
Indebtedness shall be entitled to receive payment in full of all principal,
premium and interest on all Senior Indebtedness before the Holders of the
Securities are entitled to receive any payment on account of principal,
premium, if any, interest or Additional Amounts upon the Securities, and to
that end (but subject to the power of a court of competent jurisdiction to make
other equitable provisions reflecting the rights conferred in the Securities
upon Senior Indebtedness and the Holders thereof with respect to the
subordinated indebtedness represented by the Securities and the Holders hereof
by a lawful plan of reorganization under applicable bankruptcy law) the holders
of Senior Indebtedness shall be entitled to receive for application in payment
thereof any payment or distribution of any kind or character, whether in cash
or property or securities, which may be payable or deliverable in any such
proceedings in respect of the Securities after giving effect to any concurrent
payment or distribution in respect of such Senior Indebtedness, except
securities which are subordinate and junior in right of payment to the payment
of all Senior Indebtedness then outstanding;


 


(2)       In the event that any Security of any
series is declared or otherwise becomes due and payable before its expressed
maturity because of the occurrence of an Event of Default hereunder (under
circumstances when the provisions of the foregoing clause (1) or the following
clause (3) shall not be applicable), the holders of Senior Indebtedness
outstanding at the time such Security so becomes due and payable because of
such occurrence of an Event of Default hereunder shall, so long as such
declaration has not been rescinded and annulled pursuant to Section 502, be
entitled to receive payment in full of all principal of, and premium and
interest on, all such Senior Indebtedness before the Holders of the Securities
of such series are entitled to receive any payment on account of principal of,
premium, if any, or interest and Additional Amounts on the Securities of such
series. However, nothing herein shall prevent the Holders of Securities from
seeking any remedy allowed at law or at equity so long as any judgment or
decree obtained thereby makes provision for enforcing this clause; and


 


(3)       In the event that any default shall
occur and be continuing with respect to any Senior Indebtedness permitting the
holders of such Senior Indebtedness to accelerate the maturity thereof, if
either


 


(A)       notice of such default, in writing or by
telegram, shall have been given to the Company and to the Trustee, provided
that judicial proceedings shall be commenced in respect of such default within
180 days in the case of a default in payment of principal or interest and
within 90 days in the case of any other default after the giving of such
notice, and provided further that only one such notice shall be given pursuant
to this Section 1601(3) in any twelve months period, or


 


(B)      judicial proceedings shall be pending in
respect of such default, the Holders of the Securities and the Trustee for
their benefit shall not be entitled to receive any payment on account of
principal, premium, if any, or interest and Additional Amounts thereon
(including any such payment which would cause such default) unless payment in
full of all principal of, and premium and interest on, such Senior Indebtedness
shall have been made or provided for. The Trustee, forthwith upon receipt of
any notice received by it pursuant to this Section 1601(3), shall, as soon as
practicable, send a notice thereof to each Holder of Securities at the time
outstanding as the names and addresses of such Holders appear on the Security
Register.


 




	
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In
case despite the foregoing provisions, any payment or distribution shall, in
any such event, be paid or delivered to any Holder of the Securities or to the
Trustee for their benefit before all Senior Indebtedness shall have been paid
in full, such payment or distribution shall be held in trust for and so paid
and delivered to the holders of Senior Indebtedness (or their duly authorized
representatives) until all Senior Indebtedness shall have been paid in full.


 


The
Company shall give written notice to the Trustee within five days after the
occurrence of any insolvency, bankruptcy, receivership, liquidation,
reorganization, arrangement or similar proceeding of the Company within the
meaning of this Section 1601. Upon any payment or distribution of assets of the
Company referred to in this Article Fifteen, the Trustee, subject to the
provisions of Section 315(a) through 315(b) of the Trust Indenture Act, and the
Holders of the Securities shall be entitled to rely upon a certificate of the
trustee in bankruptcy, receiver, assignee for the benefit of creditors or other
liquidating agent making such payment or distribution, delivered to the Trustee
or to the Holders of Securities, for the purpose of ascertaining the persons
entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article Fifteen.


 


The
Trustee shall be entitled to conclusively rely on the delivery to it of a
written notice by a person representing himself to be a holder of Senior
Indebtedness (or a trustee or agent on behalf of such holder) to establish that
such notice has been given by a holder of Senior Indebtedness (or a trustee or
agent on behalf of any such holder). In the event that the Trustee determines,
in good faith, that further evidence is required with respect to the right of
any person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Section 1601, the Trustee may request such person
to furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such person, as to the extent to which such
person is entitled to participate in such payment or distribution, and as to
other facts pertinent to the rights of such person under this Section 1601, and
if such evidence is not furnished, the Trustee may defer any payment to such
person pending judicial determination as to the right of such person to receive
such payment.


 



Section
1502. Subrogation.


 


Subject
to the payment in full of all Senior Indebtedness to which the indebtedness
evidenced by the Securities is in the circumstances subordinated as provided in
Section 1601, the Holders of the Securities shall be subrogated to the rights
of the holders of such Senior Indebtedness to receive payments or distributions
of cash, property or securities of the Company applicable to such Senior
Indebtedness until all amounts owing on the Securities shall be paid in full.
As between the Company, its creditors other than holders of such Senior Indebtedness,
and the Holders of the Securities, no such payment or distribution made to the
holders of such Senior Indebtedness by virtue of this Article Fifteen which
otherwise would have been made to the Holders of the Securities shall be deemed
to be a payment by the Company on account of such Senior Indebtedness, it being
understood that the provisions of this Article Fifteen are and are intended
solely for the purpose of defining the relative rights of the Holders of the
Securities on the one hand, and the holders of the Senior Indebtedness, on the
other hand.


 



Section
1503. Obligation Of Company Unconditional.


 


Nothing
contained in this Article Fifteen or elsewhere in this Indenture or in the
Securities,


 


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


 


(2)       is intended to or shall affect the
relative rights of the Holders of the Securities and creditors of the Company
other than the holders of Senior Indebtedness, or


 




	
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(3)       prevent the Trustee or the Holder of any
Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article Fifteen of the holders of Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such
Upon any payment or distribution of assets of the Company referred to in this
Article Fifteen, the Trustee and the Holders of the Securities shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction in which any such dissolution, winding up, liquidation or reorganization
proceeding affecting the affairs of the Company is pending or upon a
certificate of the trustee in bankruptcy, receiver, assignee for the benefit of
creditors, liquidating trustee or agent or other person making any payment or
distribution, delivered to the Trustee or to the Holders of the Securities, for
the purpose of ascertaining the persons entitled to participate in such payment
or distribution, the holders of the Senior Indebtedness and other indebtedness
of the Company the amount thereof or payable thereon, the amount paid or
distributed thereon and all other facts pertinent thereto or to this Article
Fifteen.


 



Section
1504. Payment On Securities Permitted.


 


Nothing
contained in this Article Fifteen or elsewhere in this Indenture, or in any of
the Securities, shall affect the obligation of the Company to make, or prevent
the Company from making payment of the principal of (or premium, if any),
interest or any Additional Amounts on the Securities in accordance with the
provisions hereof and thereof, except as otherwise provided in this Article
Fifteen.


 



Section
1505. Effectuation Of Subordination by Trustee.


 


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


 



Section
1506. Knowledge Of Trustee.


 


Notwithstanding
the provisions of this Article Fifteen or any other provisions of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment of monies to or by the
Trustee, or the taking of any other action by the Trustee, unless and until the
Trustee shall have received written notice thereof from the Company, any Holder
of the Securities, any paying agent of the Company or the holder or
representative of any class of Senior Indebtedness.


 



Section
1507. Trustee’s Relation To Senior Indebtedness.


 


Except
as otherwise provided in the Trust Indenture Act, the Trustee shall be entitled
to all the rights set forth in this Article Fifteen with respect to any Senior
Indebtedness at the time held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of
any of its rights as such holder. Notwithstanding anything in this Indenture or
in the Securities of any series, nothing in this Article Fifteen shall apply to
or limit claims of or payment to the Trustee under or pursuant to Sections 506
and 606.


 


With
respect to holders of Senior Indebtedness, the Trustee undertakes to perform or
to observe only such of its covenants and obligations as are specifically set
forth in this Article Fifteen, and no implied covenants or obligations with
respect to the holders of Senior Indebtedness shall be read into this Indenture
against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty
to the holders of Senior Indebtedness and the Trustee shall not be liable to
any holder of Senior Indebtedness if it shall pay over or deliver to Holders,
the Company or any other Person monies or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article Fifteen or otherwise.


 


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


 



Section
1508. Rights Of Holders Of Senior Indebtedness Not Impaired.

 




	
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No
right of any present or future holder of any Senior Indebtedness to enforce the
subordination herein shall at any time or in any way be prejudiced or impaired
by any act or failure to act on the part of the Company or by any
non-compliance by the Company with the terms, provisions or covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.


 


ARTICLE SIXTEEN


 



CONVERSION


 



Section
1601. 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
1602. Manner of Exercise of Convertible Privilege.


 

           
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

 




	
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 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
1603. 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
1604. 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
1605. Adjustment of Conversion Price.


 


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


 


(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 1605, 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

 




	
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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 1605. 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 1605. 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 1603 hereof.


 


(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.

 




	
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(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
1606. Effect of Reclassifications, Consolidations, Mergers or Sales on
Conversion Privilege.


 


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
1606 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 1606 shall similarly apply to successive
reclassifications, changes, consolidations, mergers, sales and conveyances.


 



Section
1607. 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.

 




	
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Section
1608. 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
1609. 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.


 



Section
1610. Company to Give Notice of Certain Events.


 


In
the event:


 


(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;

 




	
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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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