lhex4_2.htm


     

     

     

    
      EXHIBIT
4.2

      


      


      COMMSCOPE,
INC.

      


      


      To

      


      


      U.S.
BANK NATIONAL ASSOCIATION

      as
Trustee

      


      __________________________________

      


      SUBORDINATED
INDENTURE

      


      Dated
as
of                          

      


      
        __________________________________

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE
OF CONTENTS

       

      
        
          
            	
                    ARTICLE
      I   DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION

                     

                  	
                    1

                  
	
                    Section 101.

                  	
                    Definitions.

                  	
                    1

                  
	
                    Section 102.

                  	
                    Compliance
      Certificates and Opinions.

                  	
                    8

                  
	
                    Section 103.

                  	
                    Form
      of Documents Delivered to Trustee.

                  	
                    8

                  
	
                    Section 104.

                  	
                    Acts
      of Holders; Record Dates.

                  	
                    9

                  
	
                    Section 105.

                  	
                    Notices,
      Etc., to Trustee and Company.

                  	
                    11

                  
	
                    Section 106.

                  	
                    Notice
      to Holders; Waiver.

                  	
                    11

                  
	
                    Section 107.

                  	
                    Conflict
      with Trust Indenture Act.

                  	
                    11

                  
	
                    Section 108.

                  	
                    Effect
      of Headings and Table of Contents.

                  	
                    12

                  
	
                    Section 109.

                  	
                    Successors
      and Assigns.

                  	
                    12

                  
	
                    Section 110.

                  	
                    Separability
      Clause.

                  	
                    12

                  
	
                    Section 111.

                  	
                    Benefits
      of Indenture.

                  	
                    12

                  
	
                    Section 112.

                  	
                    Governing
      Law.

                  	
                    12

                  
	
                    Section 113.

                  	
                    Legal
      Holidays.

                     

                  	
                    12

                  
	
                    ARTICLE
      II   SECURITY
      FORMS

                     

                  	
                    12

                  
	
                    Section 201.

                  	
                    Forms
      Generally.

                  	
                    13

                  
	
                    Section 202.

                  	
                    Form
      of Face of Security.

                  	
                    13

                  
	
                    Section 203.

                  	
                    Form
      of Reverse of Security.

                  	
                    15

                  
	
                    Section 204.

                  	
                    Form
      of Legend for Global Securities.

                  	
                    19

                  
	
                    Section 205.

                  	
                    Form
      of Trustee’s Certificate of Authentication.

                     

                  	
                    19

                  
	
                    ARTICLE
      III   THE
      SECURITIES

                     

                  	
                    19

                  
	
                    Section 301.

                  	
                    Amount
      Unlimited; Issuable in Series.

                  	
                    19

                  
	
                    Section 302.

                  	
                    Denominations.

                  	
                    22

                  
	
                    Section 303.

                  	
                    Execution,
      Authentication, Delivery and Dating.

                  	
                    22

                  
	
                    Section 304.

                  	
                    Temporary
      Securities.

                  	
                    24

                  
	
                    Section 305.

                  	
                    Registration,
      Registration of Transfer and Exchange.

                  	
                    24

                  
	
                    Section 306.

                  	
                    Mutilated,
      Destroyed, Lost and Stolen Securities.

                  	
                    26

                  
	
                    Section 307.

                  	
                    Payment
      of Interest; Interest Rights Preserved.

                  	
                    27

                  
	
                    Section 308.

                  	
                    Persons
      Deemed Owners.

                  	
                    28

                  
	
                    Section 309.

                  	
                    Cancellation.

                  	
                    28

                  
	
                    Section 310.

                  	
                    Computation
      of Interest.

                  	
                    28

                  
	
                    Section 311.

                  	
                    CUSIP
      Numbers.

                  	
                    28

                  
	
                    Section 312.

                  	
                    Original
      Issue Discount.

                  	
                    29

                  
	
                    Section 313.

                  	
                    Subordination.

                     

                  	
                    29

                  
	
                    ARTICLE
      IV   SATISFACTION
      AND DISCHARGE

                     

                  	
                    29

                  
	
                    Section 401.

                  	
                    Satisfaction
      and Discharge of Indenture.

                  	
                    29

                  
	
                    Section 402.

                  	
                    Application
      of Trust Money.

                     

                  	
                    30

                  
	
                    ARTICLE
      V   REMEDIES

                     

                  	
                    30

                  
	
                    Section 501.

                  	
                    Events
      of Default.

                  	
                    30

                  
	
                    Section 502.

                  	
                    Acceleration
      of Maturity; Rescission and Annulment.

                  	
                    32

                  
	
                    Section 503.

                  	
                    Collection
      of Indebtedness and Suits for Enforcement by Trustee.

                  	
                    33

                  
	
                    Section 504.

                  	
                    Trustee
      May File Proofs of Claim.

                  	
                    34

                  
	
                    Section 505.

                  	
                    Trustee
      May Enforce Claims Without Possession of Securities.

                  	
                    34

                  
	
                    Section 506.

                  	
                    Application
      of Money Collected.

                  	
                    34

                  
	
                    Section 507.

                  	
                    Limitation
      on Suits.

                  	
                    35

                  
	
                    Section 508.

                  	
                    Unconditional
      Right of Holders to Receive Principal, Premium and
    Interest.

                  	
                    35

                  
	
                    Section 509.

                  	
                    Restoration
      of Rights and Remedies.

                  	
                    36

                  
	
                    Section 510.

                  	
                    Rights
      and Remedies Cumulative.

                  	
                    36

                  
	
                    Section 511.

                  	
                    Delay
      or Omission Not Waiver.

                  	
                    36

                  
	
                    Section 512.

                  	
                    Control
      by Holders.

                  	
                    36

                  
	
                    Section 513.

                  	
                    Waiver
      of Past Defaults.

                  	
                    37

                  
	
                    Section 514.

                  	
                    Undertaking
      for Costs.

                  	
                    37

                  
	
                    Section 515.

                  	
                    Waiver
      of Usury, Stay or Extension Laws.

                     

                  	
                    37

                  
	
                    ARTICLE
      VI   THE
      TRUSTEE

                     

                  	
                    37

                  
	
                    Section 601.

                  	
                    Certain
      Duties and Responsibilities.

                  	
                    37

                  
	
                    Section 602.

                  	
                    Notice
      of Defaults.

                  	
                    38

                  
	
                    Section 603.

                  	
                    Certain
      Rights of Trustee.

                  	
                    38

                  
	
                    Section 604.

                  	
                    Not
      Responsible for Recitals or Issuance of Securities.

                  	
                    39

                  
	
                    Section 605.

                  	
                    May
      Hold Securities.

                  	
                    39

                  
	
                    Section 606.

                  	
                    Money
      Held in Trust.

                  	
                    39

                  
	
                    Section 607.

                  	
                    Compensation
      and Reimbursement.

                  	
                    39

                  
	
                    Section 608.

                  	
                    Conflicting
      Interests.

                  	
                    40

                  
	
                    Section 609.

                  	
                    Corporate
      Trustee Required; Eligibility.

                  	
                    40

                  
	
                    Section 610.

                  	
                    Resignation
      and Removal; Appointment of Successor.

                  	
                    41

                  
	
                    Section 611.

                  	
                    Acceptance
      of Appointment by Successor.

                  	
                    42

                  
	
                    Section 612.

                  	
                    Merger,
      Conversion, Consolidation or Succession to Business.

                  	
                    43

                  
	
                    Section 613.

                  	
                    Preferential
      Collection of Claims Against Company.

                     

                  	
                    43

                  
	
                    ARTICLE
      VII   HOLDERS’
      LISTS AND REPORTS BY TRUSTEE  AND COMPANY

                     

                  	
                    43

                  
	
                    Section 701.

                  	
                    Company
      to Furnish Trustee Names and Addresses of Holders.

                  	
                    43

                  
	
                    Section 702.

                  	
                    Preservation
      of Information; Communications to Holders.

                  	
                    44

                  
	
                    Section 703.

                  	
                    Reports
      by Trustee.

                  	
                    44

                  
	
                    Section 704.

                  	
                    Reports
      by Company.

                     

                  	
                    44

                  
	
                    ARTICLE
      VIII   CONSOLIDATION,
      MERGER, CONVEYANCE, TRANSFER OR LEASE

                     

                  	
                    45

                  
	
                    Section 801.

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

                  	
                    45

                  
	
                    Section 802.

                  	
                    Successor
      Substituted.

                     

                  	
                    45

                  
	
                    ARTICLE
      IX   SUPPLEMENTAL
      INDENTURES

                     

                  	
                    46

                  
	
                    Section 901.

                  	
                    Supplemental
      Indentures Without Consent of Holders.

                  	
                    46

                  
	
                    Section 902.

                  	
                    Supplemental
      Indentures With Consent of Holders.

                  	
                    47

                  
	
                    Section 903.

                  	
                    Execution
      of Supplemental Indentures.

                  	
                    48

                  
	
                    Section 904.

                  	
                    Effect
      of Supplemental Indentures.

                  	
                    48

                  
	
                    Section 905.

                  	
                    Conformity
      with Trust Indenture Act.

                  	
                    48

                  
	
                    Section 906.

                  	
                    Reference
      in Securities to Supplemental Indentures.

                  	
                    49

                  
	
                    Section 907.

                  	
                    Amendments
      to Subordination Provisions.

                     

                  	
                    49

                  
	
                    ARTICLE
      X   SUBORDINATION

                     

                  	
                    49

                  
	
                    Section 1001.

                  	
                    Agreement
      to Subordinate.

                  	
                    49

                  
	
                    Section 1002.

                  	
                    Certain
      Definitions.

                  	
                    49

                  
	
                    Section 1003.

                  	
                    Liquidation;
      Dissolution; Bankruptcy.

                  	
                    50

                  
	
                    Section 1004.

                  	
                    Default
      on Designated Senior Debt.

                  	
                    50

                  
	
                    Section 1005.

                  	
                    Acceleration
      of Securities.

                  	
                    51

                  
	
                    Section 1006.

                  	
                    When
      Distribution Must Be Paid Over.

                  	
                    51

                  
	
                    Section 1007.

                  	
                    Notice
      by Company.

                  	
                    52

                  
	
                    Section 1008.

                  	
                    Subrogation.

                  	
                    52

                  
	
                    Section 1009.

                  	
                    Relative
      Rights.

                  	
                    52

                  
	
                    Section 1010.

                  	
                    Subordination
      May Not Be Impaired By Company.

                  	
                    52

                  
	
                    Section 1011.

                  	
                    Distribution
      or Notice To Representative.

                  	
                    53

                  
	
                    Section 1012.

                  	
                    Rights
      of Trustee and Paying Agent.

                  	
                    53

                  
	
                    Section 1013.

                  	
                    Authorization
      to Effect Subordination.

                     

                  	
                    54

                  
	
                    ARTICLE
      XI   COVENANTS

                     

                  	
                    54

                  
	
                    Section 1101.

                  	
                    Payment
      of Principal, Premium and Interest.

                  	
                    54

                  
	
                    Section 1102.

                  	
                    Maintenance
      of Office or Agency.

                  	
                    54

                  
	
                    Section 1103.

                  	
                    Money
      for Securities Payments to Be Held in Trust.

                  	
                    54

                  
	
                    Section 1104.

                  	
                    Statement
      by Officers as to Default.

                  	
                    55

                  
	
                    Section 1105.

                  	
                    Existence.

                  	
                    56

                  
	
                    Section 1106.

                  	
                    Payment
      of Taxes and Other Claims.

                  	
                    56

                  
	
                    Section 1107.

                  	
                    Further
      Instruments and Acts.

                  	
                    56

                  
	
                    Section 1108.

                  	
                    Waiver
      of Certain Covenants.

                     

                  	
                    56

                  
	
                    ARTICLE
      XII   REDEMPTION
      OF SECURITIES

                     

                  	
                    57

                  
	
                    Section 1201.

                  	
                    Applicability
      of Article.

                  	
                    57

                  
	
                    Section 1202.

                  	
                    Election
      to Redeem; Notice to Trustee.

                  	
                    57

                  
	
                    Section 1203.

                  	
                    Selection
      by Trustee of Securities to Be Redeemed.

                  	
                    57

                  
	
                    Section 1204.

                  	
                    Notice
      of Redemption.

                  	
                    58

                  
	
                    Section 1205.

                  	
                    Deposit
      of Redemption Price.

                  	
                    58

                  
	
                    Section 1206.

                  	
                    Securities
      Payable on Redemption Date.

                  	
                    59

                  
	
                    Section 1207.

                  	
                    Securities
      Redeemed in Part.

                     

                  	
                    59

                  
	
                    ARTICLE
      XIII   SINKING
      FUNDS

                     

                  	
                    59

                  
	
                    Section 1301.

                  	
                    Applicability
      of Article.

                  	
                    59

                  
	
                    Section 1302.

                  	
                    Satisfaction
      of Sinking Fund Payments with Securities.

                  	
                    60

                  
	
                    Section 1303.

                  	
                    Redemption
      of Securities for Sinking Fund.

                     

                  	
                    60

                  
	
                    ARTICLE
      XIV   DEFEASANCE
      AND COVENANT DEFEASANCE

                     

                  	
                    60

                  
	
                    Section 1401.

                  	
                    Company’s
      Option to Effect Defeasance or Covenant Defeasance.

                  	
                    60

                  
	
                    Section 1402.

                  	
                    Defeasance
      and Discharge.

                  	
                    61

                  
	
                    Section 1403.

                  	
                    Covenant
      Defeasance.

                  	
                    61

                  
	
                    Section 1404.

                  	
                    Conditions
      to Defeasance or Covenant Defeasance.

                  	
                    61

                  
	
                    Section 1405.

                  	
                    Deposited
      Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
      Provisions.

                  	
                    63

                  
	
                    Section 1406.

                  	
                    Reinstatement.

                  	
                    64

                  


          

        

         

        
           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          


          CERTAIN
SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310

          THROUGH
318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:

          


          
            	
                    
                      Trust
      Indenture Act Section

                    

                  	 
      	
                    
                      Indenture
      Section

                    

                  
	
                    Section
      310(a)(1)

                  	 
      	
                    609

                  
	
                    (a)(2)

                  	 
      	
                    609

                  
	
                    (a)(3)

                  	 
      	
                    Not
      Applicable

                  
	
                    (a)(4)

                  	 
      	
                    Not
      Applicable

                  
	
                    (b)

                  	 
      	
                    608

                  
	 
      	 
      	
                    610

                  
	
                    Section
      311(a)

                  	 
      	
                    613

                  
	
                    (b)

                  	 
      	
                    613

                  
	
                    Section
      312(a)

                  	 
      	
                    701

                  
	 
      	 
      	
                    702

                  
	
                    (b)

                  	 
      	
                    702

                  
	
                    (c)

                  	 
      	
                    702

                  
	
                    Section
      313(a)

                  	 
      	
                    703

                  
	
                    (b)

                  	 
      	
                    703

                  
	
                    (c)

                  	 
      	
                    703

                  
	
                    (d)

                  	 
      	
                    703

                  
	
                    Section
      314(a)

                  	 
      	
                    704

                  
	
                    (a)(4)

                  	 
      	
                    101

                  
	 
      	 
      	
                    1104

                  
	
                    (b)

                  	 
      	
                    Not
      Applicable

                  
	
                    (c)(1)

                  	 
      	
                    102

                  
	
                    (c)(2)

                  	 
      	
                    102

                  
	
                    (c)(3)

                  	 
      	
                    Not
      Applicable

                  
	
                    (d)

                  	 
      	
                    Not
      Applicable

                  
	
                    (e)

                  	 
      	
                    102

                  
	
                    Section
      315(a)

                  	 
      	
                    601

                  
	
                    (b)

                  	 
      	
                    602

                  
	
                    (c)

                  	 
      	
                    601

                  
	
                    (d)

                  	 
      	
                    601

                  
	
                    (e)

                  	 
      	
                    514

                  
	
                    Section
      316(a)

                  	 
      	
                    101

                  
	
                    (a)(1)(A)

                  	 
      	
                    502

                  
	 
      	 
      	
                    512

                  
	
                    (a)(1)(B)

                  	 
      	
                    513

                  
	
                    (a)(2)

                  	 
      	
                    Not
      Applicable

                  
	
                    (b)

                  	 
      	
                    508

                  
	
                    (c)

                  	 
      	
                    104

                  
	
                    Section
      317(a)(1)

                  	 
      	
                    503

                  
	
                    (a)(2)

                  	 
      	
                    504

                  
	
                    (b)

                  	 
      	
                    1103

                  
	
                    Section
      318(a)

                  	 
      	
                    107

                  


          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          SUBORDINATED
INDENTURE, dated as
of                                ,
between CommScope, Inc., a Delaware corporation (hereinafter called the
“Company”), having its principal office at 1100 CommScope Place, S.E., Hickory,
North Carolina, 28602, and U.S. Bank National Association , as trustee hereunder
(hereinafter called the “Trustee”).

           

          RECITALS
OF THE COMPANY

           

          The
Company has duly authorized the execution and delivery of this Subordinated
Indenture to provide for the issuance from time to time of its unsecured
subordinated debentures, notes or other evidences of indebtedness (herein called
the “SECURITIES”), including, without limitation, junior subordinated deferrable
interest debentures, 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 in this Subordinated
Indenture provided.

           

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

           

          W
I T N E S S E T H:

           

          NOW,
THEREFORE, THIS INDENTURE

           

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

           

          ARTICLE
I

          DEFINITIONS
AND OTHER PROVISIONS

          OF
GENERAL APPLICATION

           

          Section 101.  Definitions.

           

          For all
purposes of this Subordinated 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)

                  	
                    unless
      the context otherwise requires, any reference to an “Article” or a
      “Section” refers to an Article or a Section, as the case may be, of this
      Subordinated Indenture; and

                  


          

           

          
            	
                     
      

                  	
                    (5)

                  	
                    the
      words “herein”, “hereof” and “hereunder” and other words of similar import
      refer to this Subordinated Indenture as a whole and not to any particular
      Article, Section or other
subdivision.

                  


          

           

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

           

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

           

          “BOARD OF
DIRECTORS” means either the board of directors of the Company or any duly
authorized committee of that board.

           

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

           

          “BUSINESS
DAY”, when used with respect to any Place of Payment, means, unless otherwise
specified as contemplated by Section 301, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in that
Place of Payment are authorized or obligated by law or executive order to
close.

           

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

           

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

           

          “COMPANY
REQUEST” or “COMPANY ORDER” means a written request or order signed in the name
of the Company by its Chairman, one of its Vice Chairman, its President or one
of its Vice Presidents (or any Person designated by one of them in writing as
authorized to execute and deliver Company Requests and Company Orders), and by
its Treasurer, one of its Assistant Treasurers, its Secretary or one of its
Assistant Secretaries (or any Person designated by one of them in writing as
authorized to execute and deliver Company Requests and Company Orders), and
delivered to the Trustee.

           

           

          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

          

           

          “CORPORATE
TRUST OFFICE” means the principal office of the Trustee in New York, New York at
which at any particular time its corporate trust business shall be
administered.

           

          “CORPORATION”
means a corporation, association, company, limited liability company,
joint-stock company or business trust.

           

          “COVENANT
DEFEASANCE” has the meaning specified in Section 1303.

           

          “DEFAULTED
INTEREST” has the meaning specified in Section 307.

           

          “DEFEASANCE”
has the meaning specified in Section 1402.

           

          “DEPOSITARY”
means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, any Person that is designated to act
as Depositary for such Securities as contemplated by Section 305.

           

          “DESIGNATED
SUBSIDIARY” means [Subsidiaries], and any subsidiary the assets of which,
determined as of the last day of the most recent calendar quarter ended at least
30 days prior to the date of determination and in accordance with generally
accepted accounting principles as in effect on the last day of that calendar
quarter, exceed 20% of our consolidated assets.

           

          “EVENT OF
DEFAULT” has the meaning specified in Section 501.

           

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

           

          “EXPIRATION
DATE” has the meaning specified in Section 104.

           

          “EXTENSION
FEE” has the meaning specified in Section 502.

           

          “EXTENSION
PERIOD” has the meaning specified in Section 502.

           

          “FILING
FAILURE” has the meaning specified in Section 502.

           

          “GAAP”
means United States generally accepted accounting principles.

           

          “GLOBAL
SECURITY” means a Security that evidences all or part of the Securities of any
series and bears the legend set forth in Section 204 (or such legend as may be
specified as contemplated by Section 301 for such Securities).

           

          “HOLDER”
means a Person in whose name a Security is registered in the Security
Register.

           

          “INDEBTEDNESS”
means with respect to any Person, any indebtedness of such Person, whether or
not contingent, in respect of borrowed money or evidenced by bonds, securities,
debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereof) or banker’s acceptances, except any such balance
that constitutes an accrued expense or 

           

           

          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          

           

          trade payable, if and to the extent any of the foregoing
indebtedness (other than letters of credit) would appear as a liability upon a
balance sheet of such Person prepared in accordance with GAAP, as well as all
indebtedness of others secured by a lien on any asset of such Person (whether or
not such indebtedness is assumed by such Person) and, to the extent not
otherwise included, the guarantee by such Person of any indebtedness of any
other Person. The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and the maximum liability, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations at such date; provided
that the amount outstanding at any time of any Indebtedness issued with original
issue discount is the full amount of such Indebtedness less the remaining
unamortized portion of the original issue discount of such Indebtedness at such
time as determined in conformity with GAAP. The amount of any Indebtedness
outstanding as of any date shall be (i) the accreted value thereof, in the case
of any Indebtedness issued with original issue discount and (ii) the principal
amount thereof, together with any interest thereon that is more than 30 days
past due, in the case of any other Indebtedness.

           

          “INDENTURE”
means this instrument as originally executed and 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, including, for all purposes
of this instrument and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively. The term “Indenture” shall
also include the terms of particular series of Securities established as
contemplated by Section 301.

           

          “INTEREST”,
when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, means interest payable after
Maturity.

           

          “INTEREST
PAYMENT DATE”, when used with respect to any Security, means the Stated Maturity
of an installment of interest on such Security.

           

          “INVESTMENT
COMPANY ACT” means the Investment Company Act of 1940 and any statute successor
thereto, in each case as amended from time to time.

           

          “MATURITY”,
when used 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, call for redemption or otherwise.

           

          “NOTICE
OF DEFAULT” means a written notice of the kind specified in Section
501(4).

           

          “OBLIGATIONS”
means any principal, premium, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable (1) under this
Subordinated Indenture or the applicable Securities, or (2) under Senior
Debt.

           

          “OFFICERS’
CERTIFICATE” means a certificate signed by the Chairman, 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. One of the 

           

           

          
            
              
              

            

            
              4

              
                

              

            

            
              
              

            

          

           

          officers signing an Officers’ Certificate given pursuant to
Section 1104 shall be the principal executive, financial or accounting officer
of the Company.

           

          “OPINION
OF COUNSEL” means a written opinion of counsel, who may be counsel for the
Company, and who shall be acceptable to the Trustee.

           

          “ORIGINAL
ISSUE DISCOUNT SECURITY” means any Security which provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502.

           

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

           

          
            	
                     
      

                  	
                    (1)

                  	
                    Securities
      theretofore cancelled by the Trustee or delivered to the Trustee for
      cancellation;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    Securities
      for whose payment or redemption 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; provided that, if such Securities are to be redeemed, notice
      of such redemption has been duly given pursuant to this Subordinated
      Indenture or provision therefor satisfactory to the Trustee has been
      made;

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    Securities
      as to which Defeasance has been effected pursuant to Section 1402;
      and

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    Securities
      which have been paid pursuant to Section 306 or in exchange for or in lieu
      of which other Securities have been authenticated and delivered pursuant
      to this Subordinated 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 the Outstanding Securities have given, made or taken any request,
demand, authorization, direction, notice, consent, waiver or other action
hereunder as of any date, (A) the principal amount of an Original Issue Discount
Security which shall be deemed to be Outstanding shall be the amount of the
principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 301, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company or any other obligor upon the Securities 

           

           

          
            
              
              

            

            
              5

              
                

              

            

            
              
              

            

          

           

          or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent, waiver or other action, only Securities which a
Responsible Officer of the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.

           

          “PAYING
AGENT” means any Person authorized by the Company to pay the principal of or any
premium or interest on any Securities on behalf of the Company.

           

          “PERSON”
means any individual, corporation, partnership, joint venture, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

           

          “PLACE OF
PAYMENT”, when used with respect to the Securities of any series, means the
place or places where the principal of and any premium and interest on the
Securities of that series are payable as specified as contemplated by Section
301.

           

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

           

          “REDEMPTION
DATE”, when used with respect to any Security to be redeemed, means the date
fixed for such redemption by or pursuant to this Subordinated
Indenture.

           

          “REDEMPTION
PRICE”, when used with respect to any Security to be redeemed, means the price
at which it is to be redeemed pursuant to this Subordinated
Indenture.

           

          “REGULAR
RECORD DATE” for the interest payable on any Interest Payment Date on the
Securities of any series means the date specified for that purpose as
contemplated by Section 301.

           

          “RESPONSIBLE
OFFICER” when used with respect to the Trustee, means any vice president, any
assistant vice president, any senior trust officer or assistant trust officer,
any trust officer, or any other officer associated with the corporate trust
department of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of such person’s knowledge of and familiarity with the
particular subject.

           

          “SECURITIES”
has the meaning stated in the first recital of this Subordinated Indenture and
more particularly means any Securities authenticated and delivered under this
Subordinated Indenture.

           

           

          
            
              
              

            

            
              6

              
                

              

            

            
              
              

            

          

           

          “SECURITIES
ACT” means the Securities Act of 1933 and any statute successor thereto, in each
case as amended from time to time.

           

          “SECURITY
REGISTER” and “SECURITY REGISTRAR” have the respective meanings specified in
Section 305.

           

          “SENIOR
DEBT” means any Indebtedness unless the instrument under which such Indebtedness
is incurred expressly provides that it is on a parity with or subordinated in
right of payment to the Securities. Without limiting the generality of the
foregoing, Senior Debt includes Obligations under the Senior Indenture and
Obligations under any securities issued under the Senior Indenture.
Notwithstanding anything to the contrary in the foregoing, Senior Debt will not
include (a) any Indebtedness of the Company to any of its Subsidiaries or other
Affiliates, (b) any trade payables or (c) any Indebtedness that is incurred in
violation of this Subordinated Indenture.

           

          “SENIOR
INDENTURE” means the Senior Indenture dated the date hereof between the Company
and U.S. Bank National Association, as trustee, as amended, modified or
supplemented from time to time.

           

          “SPECIAL
RECORD DATE” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 307.

           

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

           

          “SUBSIDIARY”
means a corporation more than 50% of the outstanding voting stock of which is
owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries.

           

          “TRUST
INDENTURE ACT” means the Trust Indenture Act of 1939 as in force at the date as
of which this instrument was executed; provided, however, that in the event the
Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act”
means, to the extent required by any such amendment, the Trust Indenture Act of
1939 as so amended.

           

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

           

          “U.S.
GOVERNMENT OBLIGATION” has the meaning specified in Section 1404.

           

          “VICE
PRESIDENT”, when used 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”.

           

           

          
            
              
              

            

            
              7

              
                

              

            

            
              
              

            

          

           

          “VOTING
STOCK” means stock which ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.

           

          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 Subordinated Indenture, the Company shall furnish to the
Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers’ Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Subordinated Indenture.

           

          Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Subordinated Indenture (except for certificates provided
for in Section 1104) shall include,

           

          
            	
                     
      

                  	
                    (1)

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

                  


          

           

          
            	
                     
      

                  	
                    (2)

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

                  


          

           

          
            	
                     
      

                  	
                    (3)

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

                  


          

           

          
            	
                     
      

                  	
                    (4)

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

                  


          

           

          Section
103.  Form of Documents Delivered to Trustee.

           

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

           

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

           

           

          
            
              
              

            

            
              8

              
                

              

            

            
              
              

            

          

           

          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
Subordinated Indenture, they may, but need not, be consolidated and form one
instrument.

           

          Section
104.  Acts of Holders; Record Dates.

           

          Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Subordinated Indenture to be given, made 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 an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Subordinated Indenture and (subject to Section 601) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this
Section.

           

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

           

          The
ownership of Securities shall be proved by the Security Register.

           

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

           

          The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Subordinated Indenture to be given, made or
taken by Holders of Securities of such series, provided that the Company may not
set a record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph,

           

           

          
            
              
              

            

            
              9

              
                

              

            

            
              
              

            

          

           

          the Holders of Outstanding Securities of the relevant series on
such record date, and no other Holders, shall be entitled to take the relevant
action, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 106.

           

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

           

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

           

           

          
            
              
              

            

            
              10

              
                

              

            

            
              
              

            

          

           

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

           

          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 Subordinated Indenture
to be made upon, given or furnished to, or filed with,

           

          
            	
                     
      

                  	
                    (1)

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

                  


          

           

          
            	
                     
      

                  	
                    (2)

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

                  


          

           

          Section
106.  Notice to Holders; Waiver.

           

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

           

          In case
by reason of the suspension of 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.

           

          Section
107.  Conflict with Trust Indenture Act.

           

          If any
provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act which is required under such Act to be a part of and govern this
Subordinated Indenture, the latter provision shall control. If any provision of
this Subordinated Indenture modifies or excludes any provision of the Trust
Indenture Act which may be so modified or 

           

           

          
            
              
              

            

            
              11

              
                

              

            

            
              
              

            

          

           

          excluded, the latter provision shall be deemed to apply to this
Subordinated Indenture as so modified or to be excluded, as the case may
be.

           

          Section
108.  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
109.  Successors and Assigns.

           

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

           

          Section
110.  Separability Clause.

           

          In case
any provision in this Subordinated Indenture or in the Securities 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
111.  Benefits of Indenture.

           

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

           

          Section 112.  Governing
Law.

           

          This
Subordinated Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York.

           

          Section
113.  Legal Holidays.

           

          In any
case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Subordinated Indenture or of the
Securities (other than a provision of any Security which specifically states
that such provision shall apply in lieu of this Section)) payment of interest or
principal (and premium, if any) 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; provided, however, that no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be, to the date of such
payment.

           

          ARTICLE
II

          SECURITY
FORMS

           

          
            
              
              

            

            
              12

              
                

              

            

            
              
              

            

          

           

           

          Section
201.  Forms Generally.

           

          The
Securities of each series shall be in substantially the form set forth in this
Article, or in such other form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Subordinated Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities. If all of the Securities of any series established by action taken
pursuant to a Board Resolution are not to be issued at one time, it shall not be
necessary to deliver a record of such action at the time of issuance of each
Security of such series, but an appropriate record of such action shall be
delivered at or before the time of issuance of the first Security of such
series.

           

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

           

          Section
202.  Form of Face of Security.

           

          [Insert
any legend required by the Internal Revenue Code and the regulations
thereunder.]

           

          [COMPANY]

           

          No.                                                                                                           $

           

          [Company],
a corporation duly organized and existing under the laws of Delaware (herein
called the “Company”, which term includes any successor Person under the
Subordinated Indenture hereinafter referred to), for value received, hereby
promises to pay
to                            ,
or registered assigns, the principal sum
of                                            Dollars
on                  [if
the Security is to bear interest prior to Maturity, insert — , and to pay
interest thereon
from               or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually
on                    and                  in
each year,
commencing                    ,
at the rate of         % per annum,
until the principal hereof is paid or made available for payment [if applicable,
insert — , provided that any principal and premium, and any such installment of
interest, which is overdue shall bear interest at the rate
of         % per annum (to the
extent that the payment of such interest shall be legally enforceable), from the
dates such amounts are due until they are paid or made available for payment,
and such interest shall be payable on demand]. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Subordinated Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be
the            or            (whether
or not a 

           

           

          
            
              
              

            

            
              13

              
                

              

            

            
              
              

            

          

           

          Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Subordinated Indenture].

           

          [If the
Security is not to bear interest prior to Maturity, insert — The principal of
this Security shall not bear interest except in the case of a default in payment
of principal upon acceleration, upon redemption or at Stated Maturity and in
such case the overdue principal and any overdue premium shall bear interest at
the rate of         % per annum (to
the extent that the payment of such interest shall be legally enforceable), from
the dates such amounts are due until they are paid or made available for
payment. Interest on any overdue principal or premium shall be payable on
demand.]

           

          Payment
of the principal of (and premium, if any) and [if applicable, insert — any such]
interest on this Security will be made at the office or agency of the Company
maintained for that purpose in the [Borough of Manhattan, The City of New York],
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts [if applicable,
insert — ; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register].

           

          Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

           

          Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Subordinated Indenture or be valid or
obligatory for any purpose.

           

          IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

           

          
            


            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Dated:

                                    	 
      
	 
      	 
      
	 
      	
                                      [COMPANY]

                                    
	 
      	 
      
	 
      	
                                      By:

                                    	
                                        

                                    
	 
      	 
      	
                                      Name:

                                    
	 
      	 
      	
                                      Title:

                                    
	 
      	 
      	 
      
	 Attest:	 	 


                            

                          

                        

                      

                    

                  

                

              

            

             

            
              
                
                

              

              
                14

                
                  

                

              

              
                
                

              

            

             

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	 
      
	
                                         

                                      	 
      
	 
      	 
      
	 
      	 
      
	
                                        Name:

                                      	 
      
	
                                        Title:

                                      	 
      
	 
      	 
      	 
      	 
      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

             

          

          Section
203.  Form of Reverse of Security.

           

          This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under a
Subordinated Indenture, dated as
of                               (herein
called the “Subordinated Indenture”, which term shall have the meaning assigned
to it in such instrument), between the Company and U.S. Bank National
Association, as Trustee (herein called the “Trustee”, which term includes any
successor trustee under the Subordinated Indenture), and reference is hereby
made to the Subordinated Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof [if applicable, insert — ,
[initially] limited in aggregate principal amount to
$              ]
[, provided that the Company may, without the consent of any Holder, at any time
and from time to time, increase the initial principal amount.]

           

          [If
applicable, insert — The Securities of this series are subject to redemption
upon not less than 30 days’ notice by mail, [if applicable, insert — (1)
on                  in
any year commencing with the
year          and ending with
the year          through
operation of the sinking fund for this series at a Redemption Price equal to
100% of the principal amount, and (2)] at any time [if applicable, insert — on
or
after             ,       ],
as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount): If
redeemed [if applicable, insert — on or
before                 ,     %,
and if redeemed] during the 12-month period
beginning              of
the years indicated,

           

          
            
              	
                      
                        Year

                      

                    	 
      	
                      
                        Redemption

                        Price

                      

                    	 
      	
                      
                        Year

                      

                    	 
      	
                      
                        Redemption

                        Price

                      

                    
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


            

          

          


           

           

           

           

          


          and
thereafter at a Redemption Price equal
to         % of the principal
amount, together in the case of any such redemption [if applicable, insert —
(whether through operation of the sinking fund or otherwise)] with accrued
interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Subordinated Indenture.]

           

          [If
applicable, insert — The Securities of this series are subject to redemption
upon not less than 30 days’ notice by mail, (1)
on                  in
any year commencing with the
year        and ending with the
year            through
operation of the sinking fund for this series at the 

           

           

          
            
              
              

            

            
              15

              
                

              

            

            
              
              

            

          

           

          Redemption
Prices for redemption through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below, and (2) at
any time [if applicable, insert — on or
after                 ],
as a whole or in part, at the election of the Company, at the Redemption Prices
for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below: If
redeemed during the 12-month period
beginning                  of
the years indicated,

           

          
            
              
                	
                        
                          Year

                        

                      	 
      	
                        
                          Redemption
      Price

                          For
      Redemption

                          Through
      Operation

                          of
      the

                          Sinking
      Fund

                        

                      	 
      	
                        
                          Redemption
      Price For

                          Redemption
      Otherwise

                          Than
      Through Operation

                          of
      the Sinking Fund

                        

                      
	 
      	 
      	 
      	 
      	 
      


              

            



           

          


           

          


           

          and
thereafter at a Redemption Price equal
to         % of the principal
amount, together in the case of any such redemption (whether through operation
of the sinking fund or otherwise) with accrued interest to the Redemption Date,
but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Subordinated
Indenture.]

           

          [If
applicable, insert — Notwithstanding the foregoing, the Company may not, prior
to      , redeem any Securities of this series as
contemplated by [if applicable, insert — Clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than         % per
annum.]

           

          [If
applicable, insert — The sinking fund for this series provides for the
redemption on       in each year beginning
with the
year            and
ending with the
year            of
[if applicable, insert — not less than
$               (“mandatory
sinking fund”) and not more than]
$               aggregate
principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through [if applicable,
insert — mandatory] sinking fund payments may be credited against subsequent [if
applicable, insert — mandatory] sinking fund payments otherwise required to be
made [if applicable, insert — , in the inverse order in which they become
due].]

           

          [If the
Security is subject to redemption of any kind, insert — In the event of
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.]

           

           

          
            
              
              

            

            
              16

              
                

              

            

            
              
              

            

          

           

          [If
applicable, insert — The Subordinated Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Subordinated Indenture.]

           

          [If the
Security is not an Original Issue Discount Security, insert — If an Event of
Default with respect to Securities of this series shall occur and be continuing,
the principal of the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Subordinated
Indenture.]

           

          [If the
Security is an Original Issue Discount Security, insert — If an Event of Default
with respect to Securities of this series shall occur and be continuing, an
amount of principal of the Securities of this series may be declared due and
payable in the manner and with the effect provided in the Subordinated
Indenture. Such amount shall be equal to — insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company’s obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

           

          The
Subordinated Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Subordinated Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the
Securities at the time Outstanding of each series to be affected. The
Subordinated Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Subordinated
Indenture and certain past defaults under the Subordinated Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.

           

          As
provided in and subject to the provisions of the Subordinated Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Subordinated Indenture or for the appointment of a receiver
or trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default
with respect to the Securities of this series, the Holders of not less than 25%
in principal amount of the Securities of this series at the time Outstanding
shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the Trustee reasonable
indemnity, and the Trustee shall not have received from the Holders of a
majority in principal amount of Securities of this series at the time
Outstanding a direction inconsistent with such request, and shall have failed to
institute any such proceeding, for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of 

           

           

          
            
              
              

            

            
              17

              
                

              

            

            
              
              

            

          

           

          principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

           

          No
reference herein to the Subordinated Indenture and no provision of this Security
or of the Subordinated Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.

           

          As
provided in the Subordinated Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

           

          Payment
of the principal of, premium, if any, and interest on this Security is
subordinated, to the extent and in the manner provided in the Subordinated
Indenture, to the right of payment in full of all present and future Senior
Debt; the subordination provisions in the Subordinated Indenture are for the
benefit of the holders of Senior Debt. Each Holder of a Security, by the
Holder’s acceptance thereof, authorizes and directs the Trustee on the Holder’s
behalf to take such action as may be necessary or appropriate to effectuate the
subordination as provided in Article 10 of the Subordinated Indenture, and
appoints the Trustee to act as the Holder’s attorney-in-fact for any and all
such purposes.

           

          The
Securities of this series are issuable only in registered form without coupons
in denominations of
$                 and
any integral multiple thereof. As provided in the Subordinated Indenture and
subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.

           

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

           

          Prior to
due presentment of this 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 this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

           

          All terms
used in this Security which are defined in the Subordinated Indenture shall have
the meanings assigned to them in the Subordinated Indenture.

           

           

          
            
              
              

            

            
              18

              
                

              

            

            
              
              

            

          

           

          Section
204.  Form of Legend for Global Securities.

           

          Unless
otherwise specified as contemplated by Section 301 for the Securities evidenced
thereby, every Global Security authenticated and delivered hereunder shall bear
a legend in substantially the following form:

           

          THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE SUBORDINATED INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE SUBORDINATED
INDENTURE.

           

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

           

          The
Trustee’s certificates of authentication shall be in substantially the following
form:

           

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

           

          Dated:

           

                                     
[TRUSTEE]

          


          


                              ______________________________

                               As
Trustee

          


          


                              By:                                                                


                                   Authorized
Signatory

           

           

          ARTICLE
III

          THE
SECURITIES

           

          Section
301.  Amount Unlimited; Issuable in Series.

           

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

           

          The
Securities may be issued in one or more series. There shall be established in or
pursuant to a Board Resolution and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers’ Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series,

           

           

          
            
              
              

            

            
              19

              
                

              

            

            
              
              

            

          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      title of the Securities of the series (which shall distinguish the
      Securities of the series from Securities of any other
    series);

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    any
      limit upon the aggregate principal amount of the Securities of the series
      which may be authenticated and delivered under this Subordinated 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 304, 305, 306, 906, 1207 or 1303 and except for
      any Securities which, pursuant to Section 303, are deemed never to have
      been authenticated and delivered
hereunder);

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    the
      Person to whom any interest on a Security of the series shall be payable,
      if other than the Person in whose name that Security (or one or more
      Predecessor Securities) is registered at the close of business on the
      Regular Record Date for such
interest;

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    the
      date or dates on which the principal of any Securities of the series is
      payable;

                  


          

           

          
            	
                     
      

                  	
                    (5)

                  	
                    the
      rate or rates at which any Securities of the series shall bear interest,
      if any, the date or dates from which any such interest shall accrue, the
      Interest Payment Dates on which any such interest shall be payable and the
      Regular Record Date for any such interest payable on any Interest Payment
      Date;

                  


          

           

          
            	
                     
      

                  	
                    (6)

                  	
                    the
      place or places where the principal of and any premium and interest on any
      Securities of the series shall be
payable;

                  


          

           

          
            	
                     
      

                  	
                    (7)

                  	
                    the
      period or periods within which, the price or prices at which and the terms
      and conditions upon which any Securities of the series may be redeemed, in
      whole or in part, at the option of the Company and, if other than by a
      Board Resolution, the manner in which any election by the Company to
      redeem the Securities shall be
evidenced;

                  


          

           

          
            	
                     
      

                  	
                    (8)

                  	
                    the
      obligation, if any, of the Company to redeem or purchase any Securities of
      the series pursuant to any sinking fund or analogous provisions or at the
      option of the Holder thereof and the period or periods within which, the
      price or prices at which and the terms and conditions upon which any
      Securities of the series shall be redeemed or purchased, in whole or in
      part, pursuant to such obligation;

                  


          

           

          
            	
                     
      

                  	
                    (9)

                  	
                    if
      other than denominations of $1,000 and any integral multiple thereof, the
      denominations in which any Securities of the series shall be
      issuable;

                  


          

           

          
            	
                     
      

                  	
                    (10)

                  	
                    if
      the amount of principal of or any premium or interest on any Securities of
      the series may be determined with reference to a financial or economic
      measure or pursuant to a formula, the manner in which such amounts shall
      be determined;

                  


          

           

          
            	
                     
      

                  	
                    (11)

                  	
                    if
      other than the currency of the United States of America, the currency,
      currencies or currency units in which the principal of or any premium or
      interest on any Securities of the series shall be payable and the manner
      of determining the 

                  


          

           

           

          
            
              
              

            

            
              20

              
                

              

            

            
              
              

            

          

           

          
            
              	
                       
      

                    	
                       

                    	
                      equivalent
      thereof in the currency of the United States of America for any purpose,
      including for purposes of the definition of “Outstanding” in Section
      101;

                    


            

             

          

          
            	
                     
      

                  	
                    (12)

                  	
                    if
      the principal of or any premium or interest on any Securities of the
      series is to be payable, at the election of the Company or the Holder
      thereof, in one or more currencies or currency units other than that or
      those in which such Securities are stated to be payable, the currency,
      currencies or currency units in which the principal of or any premium or
      interest on such Securities as to which such election is made shall be
      payable, the periods within which and the terms and conditions upon which
      such election is to be made and the amount so payable (or the manner in
      which such amount shall be
determined);

                  


          

           

          
            	
                     
      

                  	
                    (13)

                  	
                    if
      other than the entire principal amount thereof, the portion of the
      principal amount of any Securities of the series which shall be payable
      upon declaration of acceleration of the Maturity thereof pursuant to
      Section 502;

                  


          

           

          
            	
                     
      

                  	
                    (14)

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

                  


          

           

          
            	
                     
      

                  	
                    (15)

                  	
                    if
      other than by a Board Resolution, the manner in which any election by the
      Company to defease any Securities of the series pursuant to Section 1402
      or Section 1403 shall be evidenced; whether any Securities of the series
      other than Securities denominated in U.S. dollars and bearing interest at
      a fixed rate are to be subject to Section 1402 or Section 1403; or, in the
      case of Securities denominated in U.S. dollars and bearing interest at a
      fixed rate, if applicable, that the Securities of the series, in whole or
      any specified part, shall not be defeasible pursuant to Section 1402 or
      Section 1403 or both such Sections;

                  


          

           

          
            	
                     
      

                  	
                    (16)

                  	
                    if
      applicable, that any Securities of the series shall be issuable in whole
      or in part in the form of one or more Global Securities and, in such case,
      the respective Depositaries for such Global Securities, the form of any
      legend or legends which shall be borne by any such Global Security in
      addition to or in lieu of that set forth in Section 204 and any
      circumstances in addition to or in lieu of those set forth in Clause (2)
      of the last paragraph of Section 305 in which any such Global Security may
      be exchanged in whole or in part for Securities registered, and any
      transfer of such Global Security in whole or in part may be registered, in
      the name or names of Persons other than the Depositary for such Global
      Security or a nominee thereof;

                  


          

           

          
            	
                     
      

                  	
                    (17)

                  	
                    any
      addition to or change in the Events of Default which applies to any
      Securities of the series and any change in the right of the Trustee or the
      requisite Holders of

                  


          

           

           

          
            
              
              

            

            
              21

              
                

              

            

            
              
              

            

          

          
             

            
              	
                       
      

                    	
                       

                    	
                      such
      Securities to declare the principal amount thereof due and payable
      pursuant to Section 502;

                    


            

             

          

          
            	
                     
      

                  	
                    (18)

                  	
                    any
      addition to, deletion from or change in the covenants set forth in Article
      Ten which applies to Securities of the series;
  and

                  


          

           

          
            	
                     
      

                  	
                    (19)

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

                  


          

           

          All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 303) set forth, or
determined in the manner provided, in the Officers’ Certificate referred to
above or in any such indenture supplemental hereto. All Securities of any one
series need not be issued at one time and, unless otherwise provided in or
pursuant to the Board Resolution referred to above and (subject to Section 303)
set forth, or determined in the manner provided, in the Officers’ Certificate
referred to above or in any such indenture supplemental hereto with respect to a
series of Securities, additional Securities of a series may be issued, at the
option of the Company, without the consent of any Holder, at any time and from
time to time.

           

          If any of
the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Officers’ Certificate setting forth
the terms of the series.

           

          Section 302.  Denominations.

           

          The
Securities of each series shall be issuable only in registered form without
coupons and only in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such specified denomination with respect to
the Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

           

          Section
303.  Execution, Authentication, Delivery and
Dating.

           

          The
Securities shall be executed on behalf of the Company by its Chairman, one of
its Vice Chairman, its President, its Treasurer or one of its Vice Presidents
and attested by its Secretary or one of its Assistant Secretaries. The signature
of any of these officers on the Securities may be manual, facsimile, in the form
of a .pdf attachment or by other means of electronic transmission.

           

          Securities
bearing the 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 Subordinated
Indenture, the Company may deliver Securities of any series executed by the
Company to the 

           

           

          
            
              
              

            

            
              22

              
                

              

            

            
              
              

            

          

           

          Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this Subordinated Indenture in relation to such Securities, the Trustee
shall be entitled to receive, and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating,

           

           

          
            	
                     
      

                  	
                    (1)

                  	
                    if
      the form of such Securities has been established by or pursuant to Board
      Resolution as permitted by Section 201, that such form has been
      established in conformity with the provisions of this Subordinated
      Indenture;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    if
      the terms of such Securities have been established by or pursuant to Board
      Resolution as permitted by Section 301, that such terms have been
      established in conformity with the provisions of this Subordinated
      Indenture; and

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    that
      such Securities, when 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 valid and legally
      binding obligations of the Company enforceable in accordance with their
      terms, subject to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability
      relating to or affecting creditors’ rights and to general equity
      principles.

                  


          

           

          If such
form or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this
Subordinated Indenture will affect the Trustee’s own rights, duties or
immunities under the Securities and this Subordinated Indenture or otherwise in
a manner which is not reasonably acceptable to the Trustee.

           

          Notwithstanding
the provisions of Section 301 and of the preceding paragraph, if all Securities
of a series are not to be originally issued at one time, including in the event
that the size of a series of Outstanding Securities is increased as contemplated
by Section 301, it shall not be necessary to deliver the Officers’ Certificate
otherwise required pursuant to Section 301 or the Company Order and Opinion of
Counsel otherwise required pursuant to such preceding paragraph at or prior to
the authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

           

          Each
Security shall be dated the date of its authentication.

           

          No
Security shall be entitled to any benefit under this Subordinated 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 herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by 

           

           

          
            
              
              

            

            
              23

              
                

              

            

            
              
              

            

          

           

          the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 309, for all purposes of this
Subordinated Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Subordinated Indenture.

           

          Section
304.  Temporary Securities.

           

          Pending
the preparation of definitive Securities of any series, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.

           

          If
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor one or more definitive Securities of the same series, of
any authorized denominations and of like tenor and aggregate principal amount.
Until so exchanged, the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Subordinated Indenture as definitive
Securities of such series and tenor.

           

          Section
305.  Registration, Registration of Transfer and
Exchange.

           

          The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively
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 Securities and of transfers of Securities. The Trustee is hereby appointed
“Security Registrar” for the purpose of registering Securities and transfers of
Securities as herein provided.

           

          Upon
surrender for registration of transfer of any Security of a series at the office
or agency of the Company in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of the same
series, of any authorized denominations and of like tenor and aggregate
principal amount.

           

          At the
option of the Holder, Securities of any series may be exchanged for other
Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount, upon surrender of the Securities to be exchanged
at such office or agency. Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the 

           

           

          
            
              
              

            

            
              24

              
                

              

            

            
              
              

            

          

           

          Trustee shall authenticate and deliver, the Securities which the
Holder making the exchange is entitled to receive.

           

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

           

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

           

          No
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 906, 1207 or 1303 not involving any
transfer.

           

          If the
Securities of any series (or of any series and specified tenor) are to be
redeemed in part, the Company shall not be required (A) to issue, register the
transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption under Section 1203 and ending at the
close of business on the day of such mailing, or (B) to register the transfer of
or exchange any Security so selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part.

           

          The
provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global
Securities:

           

          
            	
                     
      

                  	
                    (1)

                  	
                    Each
      Global Security authenticated under this Subordinated Indenture shall be
      registered in the name of the Depositary designated for such Global
      Security or a nominee thereof and delivered to such Depositary or a
      nominee thereof or custodian therefor, and each such Global Security shall
      constitute a single Security for all purposes of this Subordinated
      Indenture.

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    Notwithstanding
      any other provision in this Subordinated Indenture, no Global Security may
      be exchanged in whole or in part for Securities registered, and no
      transfer of a Global Security in whole or in part may be registered, in
      the name of any Person other than the Depositary for such Global Security
      or a nominee thereof unless (A) such Depositary has notified the Company
      that it is unwilling or unable or no longer permitted under applicable law
      to continue as Depositary for such Global Security, (B) there shall have
      occurred and be continuing an Event of Default with respect to such Global
      Security, (C) the Company so directs the Trustee by a Company Order or (D)
      there shall exist such circumstances, if


                  


          

           

           

          
            
              
              

            

            
              25

              
                

              

            

            
              
              

            

          

           

          
            
              	
                       
      

                    	
                       

                    	
                      any,
      in addition to or in lieu of the foregoing as have been specified for this
      purpose as contemplated by Section
301.

                    


            

             

          

          
            	
                     
      

                  	
                    (3)

                  	
                    Subject
      to Clause (2) above, any exchange of a Global Security for other
      Securities may be made in whole or in part, and all Securities issued in
      exchange for a Global Security or any portion thereof shall be registered
      in such names as the Depositary for such Global Security shall
      direct.

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    Every
      Security authenticated and delivered upon registration of transfer of, or
      in exchange for or in lieu of, a Global Security or any portion thereof,
      whether pursuant to this Section, Section 304, 306, 906, 1207 or 1303 or
      otherwise, shall be authenticated and delivered in the form of, and shall
      be, a Global Security, unless such Security is registered in the name of a
      Person other than the Depositary for such Global Security or a nominee
      thereof.

                  


          

           

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

           

          If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

           

          If there
shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security 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 has been acquired by a bona fide purchaser,
the Company shall execute and the Trustee shall authenticate and deliver, in
lieu of any such destroyed, lost or stolen Security, a new Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

           

          In case
any such mutilated, destroyed, lost or stolen Security 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.

           

          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 issued pursuant to this Section in lieu of any mutilated,
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the mutilated, destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Subordinated Indenture equally and
proportionately with any and all other Securities of that series duly issued
hereunder.

           

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

           

           

          
            
              
              

            

            
              26

              
                

              

            

            
              
              

            

          

           

          Section
307.  Payment of Interest; Interest Rights
Preserved.

           

          Except as
otherwise provided as contemplated by Section 301 with respect to any series of
Securities, interest on any 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
at the close of business on the Regular Record Date for such
interest.

           

          Any
interest on any Security of any series which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called
“DEFAULTED INTEREST”) shall forthwith cease to be payable to the 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 Securities of such series (or their respective
      Predecessor Securities) are registered at the close of business on a
      Special Record Date for the payment of such Defaulted Interest, which
      shall be fixed in the following manner. The Company shall notify the
      Trustee in writing of the amount of Defaulted Interest proposed to be paid
      on each Security of such series and the date of the proposed payment, and
      at the same time the Company shall deposit with the Trustee an amount of
      money equal to the aggregate amount proposed to be paid in respect of such
      Defaulted Interest or shall make arrangements satisfactory to the Trustee
      for such deposit prior to the date of the proposed payment, such money
      when deposited to be held in trust for the benefit of the Persons entitled
      to such Defaulted Interest as in this Clause provided. Thereupon the
      Trustee shall fix a Special Record Date for the payment of such Defaulted
      Interest which shall 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 given to each Holder of Securities of such series in the
      manner set forth in Section 106, 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 so mailed, such
      Defaulted Interest shall be paid to the Persons in whose names the
      Securities of such series (or their respective Predecessor Securities) are
      registered at the close of business on such Special Record Date and shall
      no longer be payable pursuant to the following Clause
  (2).

                  


          

           

          
            	
                     
      

                  	
                    (2)

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

                  


          

           

           

          
            
              
              

            

            
              27

              
                

              

            

            
              
              

            

          

           

          Subject
to the foregoing provisions of this Section, each Security delivered under this
Subordinated 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
308.  Persons Deemed Owners.

           

          Prior to
due presentment of a 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 Security is registered as the owner of such Security for the
purpose of receiving payment of principal of and any premium and (subject to
Section 307) any interest on such Security and for all other purposes
whatsoever, whether or not such 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.

           

          Section 309.  Cancellation.

           

          All
Securities 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, be delivered to the Trustee and shall be
promptly cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
cancelled by the Trustee. 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 Subordinated Indenture. All cancelled Securities
held by the Trustee shall be disposed of in accordance with its customary
procedures.

           

          Section
310.  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 a
360-day year of twelve 30-day months.

           

          Section 311.  CUSIP
Numbers.

           

          The
Company in issuing any series of the Securities may use CUSIP numbers, if then
generally in use, and thereafter with respect to such series, the Trustee may
use such numbers in any notice of redemption with respect to such series,
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 of that series
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 of that
series, and any such redemption shall not be affected by any defect in or
omission of such numbers.

           

           

          
            
              
              

            

            
              28

              
                

              

            

            
              
              

            

          

           

          Section
312.  Original Issue Discount.

           

          If any of
the Securities is an Original Issue Discount Security, 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 such Outstanding Original Issue Discount 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.

           

          Section 313.  Subordination.

           

          The
Company and the Holders, by accepting the Notes, agree that payment of the
principal of, premium, if any, and interest on the Notes is subordinated, to the
extent and in the manner provided in the Indenture, to the right of payment in
full of all present and future Senior Debt, and that the subordination
provisions in the Indenture are for the benefit of the holders of Senior Debt.
Each Holder of a Note, by the Holder’s acceptance thereof authorizes and directs
the Trustee on the Holder’s behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in Article 10 of the
Indenture, and appoints the Trustee to act as the Holder’s attorney-in-fact for
any and all such purposes.

           

          ARTICLE
IV

          SATISFACTION
AND DISCHARGE

           

          Section
401.  Satisfaction and Discharge of Indenture.

           

          This
Subordinated Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Subordinated Indenture, when

           

          
            	
                     
      

                  	
                    (1)

                  	
                    either

                  


          

           

          
            	
                     
      

                  	
                    (A)

                  	
                    all
      Securities theretofore authenticated and delivered (other than (i)
      Securities which have been mutilated, destroyed, lost or stolen and which
      have been replaced or paid as provided in Section 306 and (ii) Securities
      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 1103) have
      been delivered to the Trustee for cancellation;
  or

                  


          

           

          
            	
                     
      

                  	
                    (B)

                  	
                    all
      such Securities not theretofore delivered to the Trustee for
      cancellation

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    have
      become due and payable, or

                  


          

           

          
            	
                     
      

                  	
                    (ii)

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

                  


          

           

           

          
            
              
              

            

            
              29

              
                

              

            

            
              
              

            

          

           

          
            	
                     
      

                  	
                    (iii)

                  	
                    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 money in an
amount sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal and any premium and interest 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
      Subordinated Indenture have been complied
with.

                  


          

           

          Notwithstanding
the satisfaction and discharge of this Subordinated Indenture, the obligations
of the Company to the Trustee under Section 607 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 1103 shall
survive.

           

          Section
402.  Application of Trust Money.

           

          Subject
to the provisions of the last paragraph of Section 1103, all money deposited
with the Trustee pursuant to Section 401 shall be held in trust and applied by
it, in accordance with the provisions of the Securities and this Subordinated
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 any premium and
interest for whose payment such money has been deposited with the
Trustee.

           

          ARTICLE
V

          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 involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body):

           

           

          
            
              
              

            

            
              30

              
                

              

            

            
              
              

            

          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    default
      in the payment of any interest upon any Security of that series when it
      becomes due and payable, and continuance of such default for a period of
      30 days; or

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    default
      in the payment of the principal of or any premium on any Security of that
      series at its Maturity, and continuance of such default for a period of
      five days; or

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    default
      in the deposit of any sinking fund payment, when and as due by the terms
      of a Security of that series, and the continuance of such default for a
      period of five days; or

                  


          

           

          
            	
                     
      

                  	
                    (4)

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

                  


          

           

          
            	
                     
      

                  	
                    (5)

                  	
                    the
      entry by a court having jurisdiction in the premises of a decree or order
      for relief in respect of the Company in an involuntary case or proceeding
      under any applicable Federal or State bankruptcy, insolvency,
      reorganization or other similar law or (B) a decree or order adjudging the
      Company bankrupt or insolvent, or approving as properly filed a petition
      seeking reorganization, arrangement, adjustment or composition of or in
      respect of the Company under any applicable Federal or State law, or
      appointing a custodian, receiver, liquidator, assignee, trustee,
      sequestrator or other similar official of the Company or of any
      substantial part of its property, or ordering the winding up or
      liquidation of its affairs, and the continuance of any such decree or
      order for relief or any such other decree or order unstayed and in effect
      for a period of 60 consecutive days;
or

                  


          

           

          
            	
                     
      

                  	
                    (6)

                  	
                    the
      commencement by the Company of a voluntary case or proceeding under any
      applicable Federal or State bankruptcy, insolvency, reorganization or
      other similar law or of any other case or proceeding to be adjudicated
      bankrupt or insolvent, or the consent by it to the entry of a decree or
      order for relief in respect of the Company in an involuntary case or
      proceeding under any applicable Federal or State bankruptcy, insolvency,
      reorganization or other similar law or to the commencement of any
      bankruptcy or insolvency case or proceeding against it, or the filing by
      it of a petition or answer or consent seeking reorganization or relief
      under any applicable Federal or State law, or the consent by it to the
      filing of such petition or to the appointment of or taking possession by a
      custodian, receiver, liquidator, assignee, trustee, sequestrator or other
      similar official of the Company or of any substantial part of its
      property, or the making by it of an assignment for
  

                  


          

           

           

          
            
              
              

            

            
              31

              
                

              

            

            
              
              

            

          

           

          
            
              	
                       
      

                    	
                       

                    	
                      the
      benefit of creditors, or the admission by it in writing of its inability
      to pay its debts generally as they become due, or the taking of corporate
      action by the Company in furtherance of any such action;
  or

                    


            

             

          

          
            	
                     
      

                  	
                    (7)

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

                  


          

           

          Section
502.  Acceleration of Maturity; Rescission and
Annulment.

           

          If an
Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified 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 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 interest on all Securities of that
  series,

                  


          

           

          
            	
                     
      

                  	
                    (B)

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

                  


          

           

          
            	
                     
      

                  	
                    (C)

                  	
                    to
      the extent that payment of such interest is lawful, interest upon overdue
      interest at the rate or rates prescribed therefor in such Securities,
      and

                  


          

           

          
            	
                     
      

                  	
                    (D)

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

                  


          

           

          and

           

          
            	
                     
      

                  	
                    (2)

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

                  


          

           

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

           

           

          
            
              
              

            

            
              32

              
                

              

            

            
              
              

            

          

           

          Notwithstanding
the foregoing, the Company may, at its option, elect that the sole remedy for an
Event of Default relating to its failure to comply with the Company's obligation
to file annual or quarterly reports in accordance with this Indenture or to
comply with the requirements of Section 314(a)(1) of the Trust Indenture
Act (a “FILING FAILURE”) shall for the first one hundred twenty (120) days after
the occurrence of such Event of Default (the “EXTENSION PERIOD”) consist
exclusively of the right to receive a fee (the “EXTENSION FEE”) accruing at the
rate of          % per annum
of the aggregate principal amount of Securities that are then outstanding, on
the terms and in the manner described below. Any Extension Fee shall be paid on
the same times and in the same manner as interest shall be paid in accordance
with this Indenture.  The Extension Fee shall accrue on the Securities
that are then outstanding from the first day of the Event of Default to, but
excluding, the earlier of (i) the date on which the Company has made the
filings initially giving rise to the Filing Failure and (ii) the date that
is            (       )
days after the occurrence of the Event of Default.  The Company must
give written notice of its election to pay the Extension Fee prior to the
occurrence of the Event of Default. On
the           day after
such Event of Default (if the Event of Default relating to the reporting
obligations is not cured or waived prior to
such           day), the
Securities shall be subject to acceleration as provided in this Section 502.
This right shall not affect the rights of holders of Securities if any other
Event of Default occurs under the Indenture. If the Company does not pay the
Extension Fee on a timely basis in accordance with this Section 502, the
Securities shall be subject to acceleration as provided in this Section 502.
Notwithstanding the foregoing, if an additional Filing Failure occurs during an
Extension Period, the Securities will be subject to acceleration for such
additional Filing Failure at the end of the Extension Period for the first
Filing Failure to the extent it has not been remedied before the end of the
first Extension Period, provided, however that to the
extent the Company has agreed to pay an additional Extension Fee in accordance
with the terms of this Section 502 as to such additional Filing Failure,
and the first Filing Failure has been remedied before the end of the first
Extension Period, the Securities will not be subject to acceleration until the
end of the additional Extension Period as to such additional Filing
Failure.  For the avoidance of doubt, notwithstanding the occurrence
of multiple concurrent Filing Failures, the Extension Fee shall not exceed the
rate provided for in the first sentence of this paragraph.

          


          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 interest on any Security when such interest
      becomes due and payable and such default continues for a period of 30
      days, or

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    default
      is made in the payment of the principal of (or premium, if any, on) any
      Security at the Maturity thereof and such default continues for a period
      of five days, the Company will, upon demand of the Trustee, pay to it, for
      the benefit of the Holders of such Securities, the whole amount then due
      and payable on such Securities for principal and any premium and interest
      and, to the extent that payment of such interest shall be legally
      enforceable, interest on any overdue principal and premium and on any
      overdue interest, at the rate or rates prescribed therefor in such
      Securities, and, in addition thereto, such further amount as shall be
      sufficient to cover the costs and expenses of collection, including the
      

                  


          

           

           

          
            
              
              

            

            
              33

              
                

              

            

            
              
              

            

          

          
             

            
              	
                       
      

                    	
                       

                    	
                      reasonable
      compensation, expenses, disbursements and advances of the Trustee, its
      agents and counsel.

                    


            

             

          

           

          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 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 Subordinated Indenture or in aid of the exercise
of any power granted herein, or to enforce any other proper remedy.

           

          Section
504.  Trustee May File Proofs of Claim.

           

          In case
of any judicial proceeding relative to the Company (or any other obligor upon
the Securities), its property or its creditors, the Trustee shall be entitled
and empowered, by intervention in such proceeding or otherwise, to take any and
all actions authorized under the Trust Indenture Act in order to have claims of
the Holders and the Trustee allowed in any such proceeding. In particular, the
Trustee shall be authorized 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 to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due 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 607.

           

          No
provision of this Subordinated Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors’
or other similar committee.

           

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

           

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

           

          Section
506.  Application of Money Collected.

           

          Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or any premium or interest,
upon presentation of the Securities 

           

           

          
            
              
              

            

            
              34

              
                

              

            

            
              
              

            

          

           

          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 under Section 607; and

           

          SECOND:  Subject
to Article X, to the payment of the amounts then due and unpaid for principal of
and any premium and interest on the Securities 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 amounts due and payable on such
Securities for principal and any premium and interest,
respectively.

           

          Section
507.  Limitation on Suits.

           

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

           

          
            	
                     
      

                  	
                    (1)

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

                  


          

           

          
            	
                     
      

                  	
                    (2)

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

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    such
      Holder or Holders have offered to the Trustee reasonable indemnity against
      the costs, expenses and liabilities to be incurred in compliance with such
      request;

                  


          

           

          
            	
                     
      

                  	
                    (4)

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

                  


          

           

          
            	
                     
      

                  	
                    (5)

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

                  


          

           

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

           

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

           

          Notwithstanding
any other provision in this Subordinated Indenture, the Holder of any Security
shall have the right, which is absolute and unconditional, to receive payment of
the principal of and any premium and (subject to Section 307) interest on such
Security on the respective Stated Maturities expressed in such Security (or, in
the case of redemption or 

           

           

          
            
              
              

            

            
              35

              
                

              

            

            
              
              

            

          

           

          repayment, on the Redemption Date or date for repayment, as the
case may be) and to institute suit for the enforcement of any such payment, and
such rights shall not be impaired without the consent of such Holder.

           

          Section
509.  Restoration of Rights and Remedies.

           

          If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Subordinated 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, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders 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 in the last paragraph of Section 306, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

           

          Section
511.  Delay or Omission Not Waiver.

           

          No delay
or omission of the Trustee or of any Holder of any Securities 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 may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, 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, provided that

           

          
            	
                     
      

                  	
                    (1)

                  	
                    such
      direction shall not be in conflict with any rule of law or with this
      Subordinated Indenture, and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      Trustee may take any other action deemed proper by the Trustee which is
      not inconsistent with such
direction.

                  


          

           

           

          
            
              
              

            

            
              36

              
                

              

            

            
              
              

            

          

           

          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 waive any past default hereunder with respect to such series and its
consequences, except a default

           

          
            	
                     
      

                  	
                    (1)

                  	
                    in
      the payment of the principal of or any premium or interest on any Security
      of such series, 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
Subordinated Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

           

          Section
514.  Undertaking for Costs.

           

          In any
suit for the enforcement of any right or remedy under this Subordinated
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess reasonable
costs against any such party litigant, in the manner and to the extent provided
in the

           

          Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.

           

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

           

          ARTICLE
VI

          THE
TRUSTEE

           

          Section
601.  Certain Duties and Responsibilities.

           

          The
duties and responsibilities of the Trustee shall be as provided by the Trust
Indenture Act. Notwithstanding the foregoing, no provision of this Subordinated
Indenture shall require the 

           

           

          
            
              
              

            

            
              37

              
                

              

            

            
              
              

            

          

           

          Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Whether or not therein expressly
so provided, every provision of this Subordinated Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section.

           

          Section
602.  Notice of Defaults.

           

          If a
default occurs hereunder with respect to Securities of any series, the Trustee
shall give the Holders of Securities of such series notice of such default as
and to the extent provided by the Trust Indenture Act; provided, however, that
in the case of any default of the character specified in Section 501(4) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to Securities of
such series.

           

          Section
603.  Certain Rights of Trustee.

           

          Subject
to the provisions of Section 601:

           

          
            	
                     
      

                  	
                    (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, other evidence of indebtedness or other paper or
      document 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 Company Order, and any resolution of the
      Board of Directors shall be sufficiently evidenced by a Board
      Resolution;

                  


          

           

          
            	
                     
      

                  	
                    (3)

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

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    the
      Trustee may consult with counsel and the written 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 Subordinated Indenture at the request or
      direction of any of the Holders pursuant to this Subordinated Indenture,
      unless such Holders shall have offered to the Trustee security or
      indemnity reasonably satisfactory to it against the costs, expenses and
      liabilities which might be incurred by it in compliance with such request
      or direction;

                  


          

           

           

          
            
              
              

            

            
              38

              
                

              

            

            
              
              

            

          

           

          
            	
                     
      

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

                  


          

           

          
            	
                     
      

                  	
                    (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;
      and

                  


          

           

          
            	
                     
      

                  	
                    (8)

                  	
                    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.

                  


          

           

          Section
604.  Not Responsible for Recitals or Issuance of
Securities.

           

          The
recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Subordinated
Indenture or of the Securities. The Trustee shall not be accountable for the use
or application by the Company of Securities or the proceeds
thereof.

           

          Section
605.  May Hold Securities.

           

          The
Trustee, any Paying Agent, any Security Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Paying Agent, Security Registrar or such other agent.

           

          Section
606.  Money Held in Trust.

           

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

           

          Section
607.  Compensation and Reimbursement.

           

          The
Company agrees

           

          
            	
                     
      

                  	
                    (1)

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

                  


          

           

           

          
            
              
              

            

            
              39

              
                

              

            

            
              
              

            

          

           

          
            	
                     
      

                  	
                    (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
      Subordinated 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 the Trustee for, and to hold it harmless against, any loss,
      liability or expense incurred without negligence or bad faith on its part,
      arising out of or in connection with the acceptance or administration of
      the trust or trusts hereunder, including the reasonable costs and expenses
      of defending itself against any claim or liability in connection with the
      exercise or performance of any of its powers or duties
      hereunder.

                  


          

           

          When the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 501(5) or Section 501(6), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable Federal or state bankruptcy, insolvency or other similar
law.

           

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

           

          Section
608.  Conflicting Interests.

           

          If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Subordinated Indenture.

           

          To the
extent permitted by such Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Subordinated
Indenture with respect to Securities of more than one series.

           

          Section
609.  Corporate Trustee Required; Eligibility.

           

          There
shall at all times be one (and only one) Trustee hereunder with respect to the
Securities of each series, which may be Trustee hereunder for Securities of one
or more other series. Each Trustee shall be a Person that is eligible pursuant
to the Trust Indenture Act to act as such, has a combined capital and surplus of
at least $50,000,000 and has its Corporate Trust Office in the Borough of
Manhattan, The City of New York. If any such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section and to
the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee with respect to the Securities of any series 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.

           

           

          
            
              
              

            

            
              40

              
                

              

            

            
              
              

            

          

           

          Section
610.  Resignation and Removal; Appointment of
Successor.

           

          No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.

           

          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 611 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee, at the expense of the Company, may petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

           

          The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of removal, the Trustee being removed, at the expense of the Company, may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

           

          If at any
time:

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      Trustee shall fail to comply with Section 608 after written request
      therefor by the Company or by any Holder 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 609 and shall fail to
      resign after written request therefor by the Company or by any such
      Holder, or

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    the
      Trustee shall become incapable of acting or shall be adjudged 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 a Board Resolution may remove the Trustee with
respect to all Securities, or (B) subject to Section 514, any Holder who has
been a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

           

          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 a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within 

           

           

          
            
              
              

            

            
              41

              
                

              

            

            
              
              

            

          

           

          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 611, 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 and accepted appointment in the manner required by Section 611, any
Holder 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.

           

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

           

          Section
611.  Acceptance of Appointment by Successor.

           

          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 to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

           

          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 Subordinated Indenture as shall be necessary to provide for
or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and that
each such Trustee shall be trustee 

           

           

          
            
              
              

            

            
              42

              
                

              

            

            
              
              

            

          

           

          of a trust or trusts hereunder separate and apart from any trust
or trusts hereunder administered by any other such Trustee; and upon the
execution and delivery of such supplemental indenture the resignation or removal
of the retiring Trustee shall become effective to the extent provided therein
and each such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates; but, on request of the
Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

           

          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 the first or
second preceding paragraph, as the case may be.

           

          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
612.  Merger, Conversion, Consolidation or Succession to
Business.

           

          Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all 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, consolidation or sale 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
613.  Preferential Collection of Claims Against
Company.

           

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

           

          ARTICLE
VII

          HOLDERS’
LISTS AND REPORTS BY TRUSTEE

          AND
COMPANY

           

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

           

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

           

          
            	
                     
      

                  	
                    (1)

                  	
                    semi-annually
      either (i) not later than March 31 and September 30 in each year in the
      case of any series of Securities consisting solely of Original Issue
      Discount Securities which by their terms do not bear interest prior to
      Maturity, or (ii) not 

                  


          

           

           

          
            
              
              

            

            
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                      more
      than 15 days after each Regular Record Date in the case of Securities of
      any other series, a list, in such form as the Trustee may reasonably
      require, of the names and addresses of the Holders of Securities of each
      series as of the preceding March 16 or September 15 or as of such Regular
      Record Date, as the case may be;
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;

                  


          

           

          excluding
from any such list names and addresses received by the Trustee in its capacity
as Security Registrar.

           

          Section
702.  Preservation of Information; Communications to
Holders.

           

          The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 701 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar. The Trustee may
destroy any list furnished to it as provided in Section 701 upon receipt of a
new list so furnished.

           

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

           

          Every
Holder of Securities, by receiving and holding the same, agrees with the Company
and the Trustee that neither the Company nor the Trustee nor any agent of either
of them shall be held accountable by reason of any disclosure of information as
to names and addresses of Holders made pursuant to the Trust Indenture
Act.

           

          Section
703.  Reports by Trustee.

           

          The
Trustee shall transmit to Holders such reports concerning the Trustee and its
actions under this Subordinated Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant
thereto.

           

          A copy of
each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each stock exchange, automated quotation system or inter-dealer
quotation system upon which any Securities are listed, with the Commission and
with the Company. The Company will notify the Trustee when any Securities are
listed on any stock exchange, automated quotation system or inter-dealer
quotation system or delisted therefrom.

           

          Section
704.  Reports by Company.

           

          The
Company shall file with the Trustee and the Commission, and transmit to Holders,
such information, documents and other reports, and such summaries thereof, as
may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant to such Act.

           

           

          
            
              
              

            

            
              44

              
                

              

            

            
              
              

            

          

           

          Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to conclusively
rely exclusively on Officers’ Certificates).  All required
information, documents and other reports referred to in this Section 704 shall
be deemed filed with the Trustee and transmitted to Holders at the time such
information, documents or other reports are publicly filed with the Commission
via the Commission’s EDGAR and/or IDEA filing system (or any successor
system).

           

          ARTICLE
VIII

          CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE

           

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

           

          The
Company shall not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, unless:

           

          
            	
                     
      

                  	
                    (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 Person 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, partnership or trust,
      shall be organized and validly 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 supplemental hereto, executed and
      delivered to the Trustee, in form satisfactory to the Trustee, the due and
      punctual payment of the principal of and any premium and interest on all
      the Securities and the performance or observance of every covenant of this
      Subordinated Indenture on the part of the Company to be performed or
      observed;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    immediately
      after giving effect to 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)

                  	
                    the
      Company has delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that such consolidation, merger,
      conveyance, transfer or lease and, if a supplemental indenture is required
      in connection with such transaction, 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 Substituted.

           

          Upon any
consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety 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 

           

           

          
            
              
              

            

            
              45

              
                

              

            

            
              
              

            

          

           

          lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Subordinated 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, the predecessor Person
shall be relieved of all obligations and covenants under this Subordinated
Indenture and the Securities.

           

          ARTICLE
IX

          SUPPLEMENTAL
INDENTURES

           

          Section
901.  Supplemental Indentures Without Consent of
Holders.

           

          Without
the consent of any Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form 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 guarantees with respect to any series of Securities;
  or

                  


          

           

          
            	
                     
      

                  	
                    (3)

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

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    to
      add any additional Events of Default for the benefit of the Holders of all
      or any series of Securities (and if such additional Events of Default are
      to be for the benefit of less than all series of Securities, stating that
      such additional Events of Default are expressly being included solely for
      the benefit of such series); or

                  


          

           

          
            	
                     
      

                  	
                    (5)

                  	
                    to
      add to or change any of the provisions of this Subordinated Indenture to
      such extent as shall be necessary to permit or facilitate the issuance of
      Securities in bearer form, registrable or not registrable as to principal,
      and with or without interest coupons, or to permit or facilitate the
      issuance of Securities in uncertificated form;
  or

                  


          

           

          
            	
                     
      

                  	
                    (6)

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

                  


          

           

          
            	
                     
      

                  	
                    (7)

                  	
                    to
      secure the Securities; or

                  


          

           

           

          
            
              
              

            

            
              46

              
                

              

            

            
              
              

            

          

           

          
            	
                     
      

                  	
                    (8)

                  	
                    to
      establish the form or terms of Securities of any series as permitted by
      Sections 201 and 301; or

                  


          

           

          
            	
                     
      

                  	
                    (9)

                  	
                    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 Subordinated 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 611; or

                  


          

           

          
            	
                     
      

                  	
                    (10)

                  	
                    to
      cure any ambiguity, to correct or supplement any provision herein which
      may be defective or inconsistent with any other provision herein, or to
      make any other provisions with respect to matters or questions arising
      under this Subordinated Indenture, provided that such action pursuant to
      this Clause (9) shall not adversely affect the interests of the Holders of
      Securities of any series in any material
  respect.

                  


          

           

          Section
902.  Supplemental Indentures With Consent of
Holders.

           

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

           

          
            	
                     
      

                  	
                    (1)

                  	
                    change
      the Stated Maturity of the principal of, or any installment of principal
      of or interest on, any Security, or reduce the principal amount thereof or
      the rate of interest thereon or any premium payable upon the redemption
      thereof, or reduce the amount of the principal of an Original Issue
      Discount Security or any other Security which would be due and payable
      upon a declaration of acceleration of the Maturity thereof pursuant to
      Section 502, or change any Place of Payment where, or the coin or currency
      in which, any Security or any premium or 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 Subordinated Indenture or
      certain defaults hereunder and their consequences) provided for in this
      Subordinated Indenture; or

                  


          

           

           

          
            
              
              

            

            
              47

              
                

              

            

            
              
              

            

          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    modify
      any of the provisions of this Section, Section 513 or Section 1106, except
      to increase any such percentage or to provide that certain other
      provisions of this Subordinated Indenture cannot be modified or waived
      without the consent of the Holder of each Outstanding Security affected
      thereby; provided, however, that this clause shall not be deemed to
      require the consent of any Holder with respect to changes in the
      references to “the Trustee” and concomitant changes in this Section and
      Section 1106, or the deletion of this proviso, in accordance with the
      requirements of Sections 611 and
901(8).

                  


          

           

          A
supplemental indenture which changes or eliminates any covenant or other
provision of this Subordinated 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 Subordinated Indenture of the Holders of Securities of any other
series.

           

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

           

          After a
supplemental indenture under this Section 902 becomes effective, the Company
shall mail to the Trustee a notice briefly describing such supplemental
indenture or a copy of such supplemental indenture and the Trustee shall mail
such notice or supplemental indenture to Holders affected thereby. Any failure
of the Company to mail such notice, or any defect therein, or any failure of the
Company to mail such supplemental indenture, shall not in any way impair or
affect the validity of any such supplemental indenture.

           

          Section
903.  Execution of Supplemental Indentures.

           

          In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Subordinated Indenture, the Trustee shall be entitled to
receive, and (subject to Section 601) 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 Subordinated Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee’s own rights, duties or immunities under this Subordinated
Indenture or otherwise.

           

          Section
904.  Effect of Supplemental Indentures.

           

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

           

           

          
            
              
              

            

            
              48

              
                

              

            

            
              
              

            

          

           

          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.  Amendments to Subordination Provisions.

           

          Any
amendment to the provisions of Article X hereof will require the consent of each
holder of Senior Debt that would be adversely affected by such
amendment.

           

          ARTICLE
X

          SUBORDINATION

           

          Section
1001.  Agreement to Subordinate.

           

          (a)           The
Company agrees, and each Holder by accepting a Security agrees, that the
indebtedness evidenced by the Securities is subordinated in right of payment, to
the extent and in the manner provided in this Article, to the prior payment in
full of all Senior Debt (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt.

           

          (b)           If
any holder of Senior Debt is required by any court or otherwise to return to the
Company, or any receiver, trustee, assignee, liquidator or similar official
under any Bankruptcy Law, or similar official acting in relation to the Company,
any amount paid by the Company to such holder of Senior Debt, the provisions of
this Article X, to the extent theretofore discharged, shall be reinstated in
full force and effect; PROVIDED, HOWEVER, that any amounts paid pursuant to this
Subordinated Indenture to Holders of Securities shall not be subject to
disgorgement pursuant to the provisions of this paragraph (b).

           

          Section
1002.   Certain Definitions.

           

          “DESIGNATED
SENIOR DEBT” means any Senior Debt permitted under this Subordinated Indenture,
the principal amount of which is at least the amount specified in the applicable
supplemental indenture or Board Resolution and that has been designated by the
Company as “DESIGNATED SENIOR DEBT.”

           

          “REPRESENTATIVE”
means the indenture trustee or other trustee, agent or representative for any
Senior Debt.

           

          A
“distribution” may consist of cash, securities or other property, by set-off or
otherwise.

           

           

          
            
              
              

            

            
              49

              
                

              

            

            
              
              

            

          

           

          Section
1003.  Liquidation; Dissolution; Bankruptcy.

           

          Upon any
distribution to creditors of the Company in a liquidation or dissolution of the
Company or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Company or its property, an assignment for the
benefit of creditors or any marshalling of the Company’s assets and
liabilities:

           

          
            	
                     
      

                  	
                    (1)

                  	
                    holders
      of Senior Debt shall be entitled to receive payment in full of all
      Obligations due in respect of such Senior Debt (including interest after
      the commencement of any such proceeding at the rate specified in the
      applicable Senior Debt) before the Holders of Securities shall be entitled
      to receive any payment with respect to the Securities (except that Holders
      may receive (i) securities that are subordinated to at least the same
      extent as the Securities to (a) Senior Debt and (b) any securities issued
      in exchange for Senior Debt and (ii) payments and other distributions made
      from any defeasance trust created pursuant to Section 1405 hereof);
      and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    until
      all Obligations with respect to Senior Debt (as provided in subsection (1)
      above) are paid in full, any distribution to which the Holders of
      Securities would be entitled but for this Article shall be made to holders
      of Senior Debt (except that Holders may receive (i) securities that are
      subordinated to at least the same extent as the Securities to (a) Senior
      Debt and (b) any securities issued in exchange for Senior Debt and (ii)
      payments and other distributions made from any defeasance trust created
      pursuant to Section 1405 hereof), as their interests may
      appear.

                  


          

           

          Section
1004.  Default on Designated Senior Debt.

           

          (a)           The
Company may not make any payment or distribution to the Trustee or any Holder in
respect of the Securities and may not acquire from the Trustee or any Holder any
Securities for cash or property (other than (1) securities that are subordinated
to at least the same extent as the Securities to (A) Senior Debt and (B) any
securities issued in exchange for Senior Debt and (2) payments and other
distributions made from any defeasance trust created pursuant to Section 1405
hereof) until all principal and other Obligations with respect to the Senior
Debt have been paid in full if:

           

          
            	
                     
      

                  	
                    (1)

                  	
                    a
      default in the payment of the principal of, premium, if any, or interest
      on Designated Senior Debt occurs and is continuing beyond any applicable
      grace period in the agreement, indenture or other document governing such
      Designated Senior Debt; or

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    a
      default, other than a default specified in Section 1004(a)(1), on
      Designated Senior Debt occurs and is continuing with respect to Designated
      Senior Debt that then permits holders of the Designated Senior Debt as to
      which such default relates to accelerate its maturity and the Trustee
      receives a notice of the default (a “PAYMENT BLOCKAGE NOTICE”) from a
      Person who may give it pursuant to Section 1012 hereof. If the Trustee
      receives any such Payment Blockage Notice, no subsequent Payment Blockage
      Notice shall be effective for purposes of this


                  


          

           

           

          
            
              
              

            

            
              50

              
                

              

            

            
              
              

            

          

           

          
            
              	
                       
      

                    	
                       

                    	
                      Section
      unless and until (I) at least 360 days shall have elapsed since the
      effectiveness of the immediately prior Payment Blockage Notice and (II)
      all scheduled payments of principal and premium, if any, and interest on
      the Securities that have come due (other than by reason of acceleration)
      have been paid in full in cash. No default described in this paragraph (2)
      that existed or was continuing on the date of delivery of any Payment
      Blockage Notice to the Trustee shall be, or be made, the basis for a
      subsequent Payment Blockage Notice.

                    


            

             

          

          (b)           The
Company may and shall resume payments on and distributions in respect of the
Securities and may acquire them:

           

          (i)           in
the case of a default described in Section 1004(a)(1), upon the date on which
the default is cured or waived,

           

          (ii)           in
the case of a default referred to in Section 1004(a)(2) hereof, the earlier of
the date on which such default is cured or waived or 179 days after the date on
which the applicable Payment Blockage Notice is received, unless the maturity of
any Designated Senior Debt has been accelerated, and

           

          (iii)           if
this Article otherwise permits the payment, distribution or acquisition at the
time of such payment, distribution or acquisition.

           

          Section
1005.  Acceleration of Securities.

           

          If
payment of the Securities is accelerated because of an Event of Default, the
Company shall promptly notify holders of Senior Debt of the
acceleration.

           

          Section
1006.  When Distribution Must Be Paid Over.

           

          In the
event that the Trustee or any Holder receives any payment of any Obligations
with respect to the Securities at a time when a Responsible Officer of the
Trustee or such Holder, as applicable, has actual knowledge that such payment is
prohibited by Section 1004 hereof, such payment shall be held by the Trustee or
such Holder, in trust for the benefit of, and shall be paid forthwith over and
delivered, upon written request, to, the holders of Senior Debt as their
interests may appear or their Representative under the indenture or other
agreement (if any) pursuant to which Senior Debt may have been issued, as their
respective interests may appear, for application to the payment of all
Obligations with respect to Senior Debt remaining unpaid to the extent necessary
to pay such Obligations in full in accordance with their terms, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Debt.

           

          With
respect to the holders of Senior Debt, the Trustee undertakes to perform only
such obligations on the part of the Trustee as are specifically set forth in
this Article X, and no implied covenants or obligations with respect to the
holders of Senior Debt shall be read into this Subordinated Indenture against
the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Company
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this 

           

           

          
            
              
              

            

            
              51

              
                

              

            

            
              
              

            

          

           

          Article X, except if such payment is made as a result of the
willful misconduct or gross negligence of the Trustee.

           

          Section
1007.  Notice by Company.

           

          The
Company shall promptly notify the Trustee and the Paying Agent of any facts
known to the Company that would cause a payment of any Obligations with respect
to the Securities to violate this Article, but failure to give such notice shall
not affect the subordination of the Securities to the Senior Debt as provided in
this Article.

           

          Section 1008.  Subrogation.

           

          After all
Senior Debt is paid in full and until the Securities are paid in full, Holders
shall be subrogated (equally and ratably with all other Indebtedness pari passu
with the Securities) to the rights of holders of Senior Debt to receive
distributions applicable to Senior Debt to the extent that distributions
otherwise payable to the Holders have been applied to the payment of Senior
Debt. A distribution made under this Article to holders of Senior Debt that
otherwise would have been made to Holders is not, as between the Company and
Holders, a payment by the Company on the Senior Debt.

           

          Section
1009.  Relative Rights.

           

          This
Article defines the relative rights of Holders and holders of Senior Debt.
Nothing in this Subordinated Indenture shall:

           

          (a)           impair,
as between the Company and Holders, the obligation of the Company, which is
absolute and unconditional, to pay principal of, premium, if any, and interest
on the Securities in accordance with their terms;

           

          (b)           affect
the relative rights of Holders and creditors of the Company other than rights of
Holders of the Securities in relation to holders of Senior Debt; or

           

          (c)           prevent
the Trustee or any Holder from exercising its available remedies upon a Default
or Event of Default, subject to the rights of holders and owners of Senior Debt
to receive distributions and payments otherwise payable to Holders.

           

          (d)           If
the Company fails because of this Article to pay principal of, premium, if any,
or interest on a Security on the due date, the failure is still a Default or
Event of Default.

           

          Section
1010.  Subordination May Not Be Impaired By
Company.

           

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

           

           

          
            
              
              

            

            
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          Section
1011.  Distribution or Notice To Representative.

           

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

           

          Upon any
payment or distribution of assets of the Company referred to in this Article X,
the Trustee and the Holders shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction or upon any certificate of such
Representative (or of any holder of Senior Debt for which there is no
Representative) or of the liquidating trustee or agent or other Person making
any distribution to the Trustee or to the Holders for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Debt and other Indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article X. 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 Debt to participate in
any payment or distribution pursuant to this Article X, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior Debt held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and other
facts pertinent to the rights of such Person under this Article X 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
1012.  Rights of Trustee and Paying Agent.

           

          Notwithstanding
the provisions of this Article X or any other provision of this Subordinated
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment or distribution by the
Trustee, and the Trustee and any Paying Agent may continue to make payments on
the Securities, unless the Trustee shall have received at the Corporate Trust
Office of the Trustee at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Securities to violate this Article or a Responsible Officer
of the Trustee otherwise has actual knowledge of such facts. Only the Company or
a Representative may give the notice, such notice from the Company to be in the
form of an Officers’ Certificate. Notwithstanding the provisions of this Article
X or any other provisions of this Subordinated Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts that would permit the
resumption of payments on or distributions in respect of the Securities or the
acquisition of the Securities by the Company unless the Trustee shall have
received an Officers’ Certificate or a notice from a Representative to the
effect that such resumption is permitted. Nothing in this Article X shall impair
the claims of, or payments to, the Trustee under or pursuant to Section 607
hereof.

           

          The
Trustee in its individual or any other capacity may hold Senior Debt with the
same rights it would have if it were not Trustee. Any Agent may do the same with
like rights.

           

           

          
            
              
              

            

            
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          Section
1013.  Authorization to Effect Subordination.

           

          Each
Holder of a Security by the Holder’s acceptance thereof authorizes and directs
the Trustee on the Holder’s behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article X, and
appoints the Trustee to act as the Holder’s attorney-in-fact for any and all
such purposes. If the Trustee does not file a proper proof of claim or proof of
debt in the form required in any proceeding referred to in Section 504 hereof at
least 30 days before the expiration of the time to file such claim, the agent
under the Credit Facility (or in the absence of such agent, the lender
thereunder) is hereby authorized to file an appropriate claim for and on behalf
of the Holders of the Securities.

           

          ARTICLE
XI

          COVENANTS

           

          Section
1101.  Payment of Principal, Premium and Interest.

           

          The
Company covenants and agrees for the benefit of each series of Securities that
it will duly and punctually pay the principal of and any premium and interest on
the Securities of that series in accordance with the terms of the Securities and
this Subordinated Indenture.

           

          Section
1102.  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 that series 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 Subordinated Indenture may be
served. 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, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

           

          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 its 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.

           

          Section
1103.  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 or any
premium or interest on any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal and any premium and interest so becoming 

           

           

          
            
              
              

            

            
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          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, prior to each due date of the principal of or any premium or interest
on any Securities of that series, deposit with a Paying Agent a sum sufficient
to pay such amount, such sum to be held as provided by the Trust Indenture Act,
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 (1) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent and (2) during the continuance
of any default by the Company (or any other obligor upon the Securities of that
series) in the making of any payment in respect of the Securities of that
series, upon the written request of the Trustee, forthwith pay to the Trustee
all sums held in trust by such Paying Agent for payment in respect of the
Securities of that series.

           

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

           

          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 or any premium or interest on any
Security of any series and remaining unclaimed for two years after such
principal, premium 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 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 a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

           

          Section
1104.  Statement by Officers as to Default.

           

          The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company ending after the date hereof, an Officers’
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Subordinated Indenture 

           

           

          
            
              
              

            

            
              55

              
                

              

            

            
              
              

            

          

           

          (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have
knowledge.

           

          Section 1105.  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.

           

          Section
1106.  Payment of Taxes and Other Claims.

           

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

           

          Section
1107.  Further Instruments and Acts.

           

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

           

          Section
1108.  Waiver of Certain Covenants.

           

          Except as
otherwise specified as contemplated by Section 301 for Securities of such
series, the Company may, with respect to the Securities of any series, omit in
any particular instance to comply with any term, provision or condition set
forth in any covenant provided pursuant to Section 301(18), 901(2) or 901(7) for
the benefit of the Holders of such series or in Section 1105, if before the time
for such compliance the Holders of at least a majority in principal amount of
the Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

           

           

          
            
              
              

            

            
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          ARTICLE
XII

          REDEMPTION
OF SECURITIES

           

          Section
1201.  Applicability of Article.

           

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

           

          Section
1202.  Election to Redeem; Notice to Trustee.

           

          The
election of the Company to redeem any Securities shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301 for
such Securities. In case of any redemption at the election of the Company of the
Securities of any series (including any such redemption affecting only a single
Security), 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, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Subordinated Indenture, the Company shall
furnish the Trustee with an Officers’ Certificate evidencing compliance with
such restriction.

           

          Section
1203.  Selection by Trustee of Securities to Be
Redeemed.

           

          If less
than all the Securities of any series are to be redeemed (unless all the
Securities of such series and of a specified tenor are to be redeemed or unless
such redemption affects only a single Security), 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 a portion
of the principal amount of any Security of such series, provided that the
unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series
and of a specified tenor are to be redeemed (unless such redemption affects only
a single Security), 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 and specified tenor not previously called
for redemption in accordance with the preceding sentence.

           

          The
Trustee shall promptly notify the Company in writing of the Securities selected
for redemption as aforesaid and, in case of any Securities selected for partial
redemption as aforesaid, the principal amount thereof to be
redeemed.

           

          The
provisions of the two preceding paragraphs shall not apply with respect to any
redemption affecting only a single Security, whether such Security is to be
redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

           

           

          
            
              
              

            

            
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          For all
purposes of this Subordinated 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 amount of such Securities which has been or is to be
redeemed.

           

          Section
1204.  Notice of Redemption.

           

          Notice of
redemption shall be given by first-class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed, at his address appearing in the Security
Register.

           

          All
notices of redemption shall state:

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      Redemption Date;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      Redemption Price;

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    if
      less than all the Outstanding Securities of any series consisting of more
      than a single Security are to be redeemed, the identification (and, in the
      case of partial redemption of any such Securities, the principal amounts)
      of the particular Securities to be redeemed and, if less than all the
      Outstanding Securities of any series consisting of a single Security are
      to be redeemed, the principal amount of the particular Security to be
      redeemed;

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    that
      on the Redemption Date the Redemption Price will become due and payable
      upon each such Security to be redeemed and, if applicable, that interest
      thereon will cease to accrue on and after said
  date;

                  


          

           

          
            	
                     
      

                  	
                    (5)

                  	
                    the
      place or places where each such Security is to be surrendered for payment
      of the Redemption Price;

                  


          

           

          
            	
                     
      

                  	
                    (6)

                  	
                    that
      the redemption is for a sinking fund, if such is the case;
    and

                  


          

           

          
            	
                     
      

                  	
                    (7)

                  	
                    if
      applicable, the CUSIP numbers of the Securities of that
      series.

                  


          

           

          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 and, unless otherwise specified or
contemplated by Section 301, shall be irrevocable.

           

          Section
1205.  Deposit of Redemption Price.

           

          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 1103) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date or the Securities of the series provide otherwise) accrued interest
on, all the Securities which are to be redeemed on that date.

           

           

          
            
              
              

            

            
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          Section
1206.  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. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together, if applicable, with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

           

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

           

          Section
1207.  Securities Redeemed in Part.

           

          Any
Security which is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, 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.

           

          ARTICLE
XIII

          SINKING
FUNDS

           

          Section
1301.  Applicability of Article.

           

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

           

          The
minimum amount of any sinking fund payment provided for by the terms of any
series of Securities is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for by the
terms of such Securities is herein referred to as an “optional sinking fund
payment”. If provided for by the terms of any series of Securities, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 1302. Each sinking fund payment shall be applied to the redemption of
Securities of the series as provided for by the terms of such
Securities.

           

           

          
            
              
              

            

            
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          Section
1302.  Satisfaction of Sinking Fund Payments with
Securities.

           

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

           

          Section
1303.  Redemption of Securities for Sinking Fund.

           

          Not less
than 60 days prior to each sinking fund payment date for any Securities, the
Company will deliver to the Trustee an Officers’ Certificate specifying the
amount of the next ensuing sinking fund payment for such Securities pursuant to
the terms of such Securities, 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 Securities pursuant to Section 1302 and
will also deliver to the Trustee any Securities to be so delivered. Not less
than 30 days prior to 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 1203 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 1204. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1206 and 1207.

           

          ARTICLE
XIV

          DEFEASANCE
AND COVENANT DEFEASANCE

           

          Section
1401.  Company’s Option to Effect Defeasance or Covenant
Defeasance.

           

          Unless
otherwise provided as contemplated by Section 301, Sections 1302 and 1403 shall
apply to any Securities or any series of Securities, as the case may be, in
either case, denominated in U.S. dollars and bearing interest at a fixed rate,
in accordance with any applicable requirements provided pursuant to Section 301
and upon compliance with the conditions set forth below in this Article; and the
Company may elect, at its option at any time, to have Sections 1402 and 1403
applied to any Securities or any series of Securities, as the case may be,
designated pursuant to Section 301 as being defeasible pursuant to such Section
1402 or 1403, in accordance with any applicable requirements provided pursuant
to Section 301 and upon compliance with the conditions set forth below in this
Article. Any such election to have or not to have Sections 1402 and 1403 apply,
as the case may be, shall be evidenced by a Board Resolution or in another
manner specified as contemplated by Section 301 for such
Securities.

           

           

          
            
              
              

            

            
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          Section
1402.  Defeasance and Discharge.

           

          Upon the
Company’s exercise of its option (if any) to have this Section applied to any
Securities or any series of Securities, as the case may be, or if this Section
shall otherwise apply to any Securities or any series of Securities, as the case
may be, the Company shall be deemed to have been discharged from its obligations
with respect to such Securities as provided in this Section on and after the
date the conditions set forth in Section 1404 are satisfied (hereinafter called
“DEFEASANCE”). For this purpose, such Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such
Securities and to have satisfied all its other obligations under such Securities
and this Subordinated Indenture insofar as such Securities are concerned (and
the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (1) the rights of Holders of such
Securities to receive, solely from the trust fund described in Section 1404 and
as more fully set forth in such Section, payments in respect of the principal of
and any premium and interest on such Securities when payments are due, (2) the
Company’s obligations with respect to such Securities under Sections 304, 305,
306, 1102 and 1103, (3) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (4) this Article. Subject to compliance with this Article,
the Company may exercise its option (if any) to have this Section applied to the
Securities of any series notwithstanding the prior exercise of its option (if
any) to have Section 1403 applied to such Securities.

           

          Section
1403.  Covenant Defeasance.

           

          Upon the
Company’s exercise of its option (if any) to have this Section applied to any
Securities or any series of Securities, as the case may be, or if this Section
shall otherwise apply to any Securities or any series of Securities, as the case
may be, (1) the Company shall be released from its obligations under Section
1105 and any covenants provided pursuant to Section 301(18), 901(2) or 901(7)
for the benefit of the Holders of such Securities and (2) the occurrence of any
event specified in Sections 501(4) (with respect to Section 1105 and any such
covenants provided pursuant to Section 301(18), 901(2) or 901(7)) and 501(7)
shall be deemed not to be or result in an Event of Default, in each case with
respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called “COVENANT
DEFEASANCE”). For this purpose, such Covenant Defeasance means that, with
respect to such Securities, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such specified Section (to the extent so specified in the case of Section
501(4)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Subordinated Indenture and such Securities shall be unaffected
thereby.

           

          Section
1404.  Conditions to Defeasance or Covenant
Defeasance.

           

          The
following shall be the conditions to the application of Section 1402 or 1403 to
any Securities or any series of Securities, as the case may be:

           

           

          
            
              
              

            

            
              61

              
                

              

            

            
              
              

            

          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    The
      Company shall irrevocably have deposited or caused to be deposited with
      the Trustee (or another trustee which satisfies the requirements
      contemplated by Section 609 and agrees to comply with the provisions of
      this Article applicable to it) as trust funds in trust for the purpose of
      making the following payments, specifically pledged as security for, and
      dedicated solely to, the benefits of the Holders of such Securities, (A)
      money in an amount, or (B) U.S. Government Obligations which through the
      scheduled payment of principal and interest in respect thereof in
      accordance with their terms will provide, not later than one day before
      the due date of any payment, money in an amount, or (C) a combination
      thereof, in each case sufficient, in the opinion of a nationally
      recognized firm of independent public accountants expressed in a written
      certification thereof delivered to the Trustee, to pay and discharge, and
      which shall be applied by the Trustee (or any such other qualifying
      trustee) to pay and discharge, the principal of and any premium and
      interest on such Securities on the respective Stated Maturities, in
      accordance with the terms of this Subordinated Indenture and such
      Securities. As used herein, “U.S. GOVERNMENT OBLIGATION” means (x) any
      security which is (i) a direct obligation of the United States of America
      for the payment of which the full faith and credit of the United States of
      America is pledged or (ii) an obligation of a Person controlled or
      supervised by and acting as an agency or instrumentality of the United
      States of America the payment of which is unconditionally guaranteed as a
      full faith and credit obligation by the United States of America, which,
      in either case (i) or (ii), is not callable or redeemable at the option of
      the issuer thereof, and (y) any depositary receipt issued by a bank (as
      defined in Section 3(a)(2) of the Securities Act) as custodian with
      respect to any U.S. Government Obligation which is specified in Clause (x)
      above and held by such bank for the account of the holder of such
      depositary receipt, or with respect to any specific payment of principal
      of or interest on any U.S. Government Obligation which is so specified and
      held, provided that (except as required by law) such custodian is not
      authorized to make any deduction from the amount payable to the holder of
      such depositary receipt from any amount received by the custodian in
      respect of the U.S. Government Obligation or the specific payment of
      principal or interest evidenced by such depositary
  receipt.

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    In
      the event of an election to have Section 1402 apply to any Securities or
      any series of Securities, as the case may be, the Company shall have
      delivered to the Trustee an Opinion of Counsel stating that (A) the
      Company has received from, or there has been published by, the Internal
      Revenue Service a ruling or (B) since the date of this instrument, there
      has been a change in the applicable Federal income tax law, in either case
      (A) or (B) to the effect that, and based thereon such opinion shall
      confirm that, the Holders of such Securities will not recognize gain or
      loss for Federal income tax purposes as a result of the deposit,
      Defeasance and discharge to be effected with respect to such Securities
      and will be subject to Federal income tax on the same amount, in the same
      manner and at the same times as would be the case if such deposit,
      Defeasance and discharge were not to
occur.

                  


          

           

           

          
            
              
              

            

            
              62

              
                

              

            

            
              
              

            

          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    In
      the event of an election to have Section 1403 apply to any Securities or
      any series of Securities, as the case may be, the Company shall have
      delivered to the Trustee an Opinion of Counsel to the effect that the
      Holders of such Securities will not recognize gain or loss for Federal
      income tax purposes as a result of the deposit and Covenant Defeasance to
      be effected with respect to such Securities and will be subject to Federal
      income tax on the same amount, in the same manner and at the same times as
      would be the case if such deposit and Covenant Defeasance were not to
      occur.

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    The
      Company shall have delivered to the Trustee an Officers’ Certificate to
      the effect that neither such Securities nor any other Securities of the
      same series, if then listed on any securities exchange, will be delisted
      as a result of such deposit.

                  


          

           

          
            	
                     
      

                  	
                    (5)

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

                  


          

           

          
            	
                     
      

                  	
                    (6)

                  	
                    at
      any time on or prior to the 90th day after the date of such deposit (it
      being understood that this condition shall not be deemed satisfied until
      after such 90th day).

                  


          

           

          
            	
                     
      

                  	
                    (7)

                  	
                    Such
      Defeasance or Covenant Defeasance shall not cause the Trustee to have a
      conflicting interest within the meaning of the Trust Indenture Act
      (assuming all Securities are in default within the meaning of such
      Act).

                  


          

           

          
            	
                     
      

                  	
                    (8)

                  	
                    Such
      Defeasance or Covenant Defeasance shall not result in a breach or
      violation of, or constitute a default under, any other agreement or
      instrument to which the Company is a party or by which it is
      bound.

                  


          

           

          
            	
                     
      

                  	
                    (9)

                  	
                    Such
      Defeasance or Covenant Defeasance shall not result in the trust arising
      from such deposit constituting an investment company within the meaning of
      the Investment Company Act unless such trust shall be registered under
      such Act or exempt from registration
thereunder.

                  


          

           

          
            	
                     
      

                  	
                    (10)

                  	
                    The
      Company shall have delivered to the Trustee an Officers’ Certificate and
      an Opinion of Counsel, each stating that all conditions precedent with
      respect to such Defeasance or Covenant Defeasance have been complied with
      (in each case, subject to the satisfaction of the condition in clause
      (5)).

                  


          

           

          Section
1405.  Deposited Money and U.S. Government Obligations to Be
Held in Trust; Miscellaneous Provisions.

           

          Subject
to the provisions of the last paragraph of Section 1103, all money and U.S.
Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section and
Section 1406, the Trustee and any such other trustee are referred to
collectively as the “TRUSTEE”) pursuant to Section 1404 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Subordinated Indenture, to the
payment, either directly or 

           

           

          
            
              
              

            

            
              63

              
                

              

            

            
              
              

            

          

           

          through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.

           

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

           

          Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any money or U.S.
Government Obligations held by it as provided in Section 1404 with respect to
any Securities which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

           

          Section 1406.  Reinstatement.

           

          If the
Trustee or the Paying Agent is unable to apply any money in accordance with this
Article with respect to any Securities by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the obligations under this Subordinated Indenture and
such Securities from which the Company has been discharged or released pursuant
to Section 1402 or 1403 shall be revived and reinstated as though no deposit had
occurred pursuant to this Article with respect to such Securities, until such
time as the Trustee or Paying Agent is permitted to apply all money held in
trust pursuant to Section 1405 with respect to such Securities in accordance
with this Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights
(if any) of the Holders of such Securities to receive such payment from the
money so held in trust.

           

          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.

           

           

          
            
              
              

            

            
              64

              
                

              

            

            
              
              

            

          

           

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

           

          
            
              


              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 
      	
                                            COMMSCOPE,
      INC.

                                          
	 
      	 
      
	 
      	
                                            By:

                                          	
                                              

                                          
	 
      	 
      	
                                            Name:

                                          
	 
      	 
      	
                                            Title:

                                          
	 
      	 
      	 
      
	 Attest:	 	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

               

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 
      	 
      
	
                                           

                                        	 
      
	 
      	 
      
	 
      	 
      
	
                                          Name:

                                        	 
      
	
                                          Title:

                                        	 
      
	 
      	 
      	 
      	 
      	 
      


                                

                              

                            

                          

                        

                      

                    

                  

                

              

              
                
                  


                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 
      	
                                                U.S.
      BANK NATIONAL ASSOCIATION

                                              
	 
      	 
      
	 
      	
                                                By:

                                              	
                                                  

                                              
	 
      	 
      	
                                                Name:

                                              
	 
      	 
      	
                                                Title:

                                              
	 
      	 
      	 
      
	 Attest:	 	 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                   

                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 
      	 
      
	
                                               

                                            	 
      
	 
      	 
      
	 
      	 
      
	
                                              Name:

                                            	 
      
	
                                              Title:

                                            	 
      
	 
      	 
      	 
      	 
      	 
      


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                   

                   

                  
                    
                      
                      

                    

                    
                      65