Exhibit 4.6


 


 


SCBT FINANCIAL CORPORATION


 


 


Issuer


 


 


to


 


 


[WILMINGTON TRUST COMPANY]


 


 


Trustee


 


 


SENIOR INDENTURE


 


 


Dated as of
                    ,
2009


 


 


Senior Debt Securities


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ONE

  	
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 101.

  	
  Definitions

  	
   

  	
  2

  
	
  Section 102.

  	
  Compliance Certificate and Opinions

  	
   

  	
  8

  
	
  Section 103.

  	
  Form of Documents Delivered to Trustee

  	
   

  	
  8

  
	
  Section 104.

  	
  Acts of Holders

  	
   

  	
  9

  
	
  Section 105.

  	
  Notices, Etc., to Trustee and Company

  	
   

  	
  10

  
	
  Section 106.

  	
  Notice to Holders

  	
   

  	
  10

  
	
  Section 107.

  	
  Language of Notices

  	
   

  	
  11

  
	
  Section 108.

  	
  Conflict With Trust Indenture Act

  	
   

  	
  11

  
	
  Section 109.

  	
  Effect of Headings and Table of Contents

  	
   

  	
  11

  
	
  Section 110.

  	
  Successors and Assigns

  	
   

  	
  11

  
	
  Section 111.

  	
  Separability Clause

  	
   

  	
  11

  
	
  Section 112.

  	
  Benefits of Indenture

  	
   

  	
  12

  
	
  Section 113.

  	
  Governing Law

  	
   

  	
  12

  
	
  Section 114.

  	
  Legal Holidays

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  	
  SECURITIES FORMS

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 201.

  	
  Forms Generally

  	
   

  	
  12

  
	
  Section 202.

  	
  Form of Trustee’s Certificate of Authentication

  	
   

  	
  12

  
	
  Section 203.

  	
  Securities in Global Form

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  	
  THE SECURITIES

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 301.

  	
  Amount Unlimited; Issuable in Series

  	
   

  	
  13

  
	
  Section 302.

  	
  Denominations

  	
   

  	
  16

  
	
  Section 303.

  	
  Securities in Foreign Countries

  	
   

  	
  16

  
	
  Section 304.

  	
  Execution, Authentication, Delivery and Dating

  	
   

  	
  16

  
	
  Section 305.

  	
  Temporary Securities

  	
   

  	
  17

  
	
  Section 306.

  	
  Registration, Transfer and Exchange

  	
   

  	
  18

  
	
  Section 307.

  	
  Mutilated, Destroyed, Lost and Stolen Securities

  	
   

  	
  20

  
	
  Section 308.

  	
  Payment of Interest; Interest Rights Preserved

  	
   

  	
  21

  
	
  Section 309.

  	
  Persons Deemed Owners

  	
   

  	
  22

  
	
  Section 310.

  	
  Cancellations

  	
   

  	
  22

  
	
  Section 311.

  	
  Computation of Interest

  	
   

  	
  22

  
	
  Section 312.

  	
  Cusip Numbers

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  	
  SATISFACTION AND DISCHARGE

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 401.

  	
  Satisfaction and Discharge of Indenture

  	
   

  	
  23

  
	
  Section 402.

  	
  Application of Trust Money

  	
   

  	
  24

  
	
  Section 403.

  	
  Definitions

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  	
  REMEDIES

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 501.

  	
  Events of Default

  	
   

  	
  25

  
	
  Section 502.

  	
  Acceleration of Maturity; Rescission and Annulment

  	
   

  	
  26

  
	
  Section 503.

  	
  Collection of Indebtedness and Suits for Enforcement by Trustee

  	
   

  	
  27

  



 


i

















 


	
  Section 504.

  	
  Trustee May File Proofs of Claim

  	
   

  	
  28

  
	
  Section 505.

  	
  Trustee May Enforce Claims Without Possession of Securities or
  Coupons

  	
   

  	
  28

  
	
  Section 506.

  	
  Application of Money Collected

  	
   

  	
  28

  
	
  Section 507.

  	
  Limitations on Suits

  	
   

  	
  29

  
	
  Section 508.

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

  	
   

  	
  29

  
	
  Section 509.

  	
  Restoration of Rights and Remedies

  	
   

  	
  29

  
	
  Section 510.

  	
  Rights and Remedies Cumulative

  	
   

  	
  29

  
	
  Section 511.

  	
  Delay or Omission Not Waiver

  	
   

  	
  30

  
	
  Section 512.

  	
  Control of Holders

  	
   

  	
  30

  
	
  Section 513.

  	
  Waiver of Past Defaults

  	
   

  	
  30

  
	
  Section 514.

  	
  Waiver of Stay or Extension Laws

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  	
  THE TRUSTEE

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 601.

  	
  Notice of Defaults

  	
   

  	
  31

  
	
  Section 602.

  	
  Certain Rights of Trustee

  	
   

  	
  31

  
	
  Section 603.

  	
  Not Responsible for Recitals or Issuance Securities

  	
   

  	
  32

  
	
  Section 604.

  	
  May Hold Securities

  	
   

  	
  32

  
	
  Section 605.

  	
  Money Held in Trust

  	
   

  	
  32

  
	
  Section 606.

  	
  Compensation and Reimbursement

  	
   

  	
  32

  
	
  Section 607.

  	
  Corporate Trustee Required; Eligibility; Conflicting Interests

  	
   

  	
  33

  
	
  Section 608.

  	
  Resignation and Removal; Appointment of Successor

  	
   

  	
  33

  
	
  Section 609.

  	
  Acceptance of Appointment by Successor

  	
   

  	
  34

  
	
  Section 610.

  	
  Merger, Conversion, Consolidation or Succession to Business

  	
   

  	
  35

  
	
  Section 611.

  	
  Appointment of Authenticating Agent

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  	
  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 701.

  	
  Company to Furnish Trustee Names and Addresses of Holders

  	
   

  	
  37

  
	
  Section 702.

  	
  Preservation of Information; Communications to Holders

  	
   

  	
  37

  
	
  Section 703.

  	
  Reports by Trustee

  	
   

  	
  37

  
	
  Section 704.

  	
  Reports by Company

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  	
  CONSOLIDATION, MERGER AND SALES

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 801.

  	
  Company May Consolidate etc., Only on Certain Terms

  	
   

  	
  38

  
	
  Section 802.

  	
  Successor Corporation Substituted for Company

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  	
  SUPPLEMENTAL INDENTURES

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 901.

  	
  Supplemental Indentures Without Consent of Holders

  	
   

  	
  39

  
	
  Section 902.

  	
  Supplemental Indentures with Consent of Holders

  	
   

  	
  40

  
	
  Section 903.

  	
  Execution of Supplemental Indentures

  	
   

  	
  41

  
	
  Section 904.

  	
  Effect of Supplemental Indentures

  	
   

  	
  41

  
	
  Section 905.

  	
  Conformity with Trust Indenture Act

  	
   

  	
  41

  
	
  Section 906.

  	
  Reference in Securities to Supplemental Indentures

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  	
  COVENANTS

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1001.

  	
  Payment of Principal, Premium, if any, and Interest

  	
   

  	
  41

  
	
  Section 1002.

  	
  Maintenance of Office or Agency

  	
   

  	
  41

  
	
  Section 1003.

  	
  Money for Securities Payments to be Held in Trust

  	
   

  	
  42

  
	
  Section 1004.

  	
  Additional Amounts

  	
   

  	
  43

  



 


ii

















 


	
  Section 1005.

  	
  Statement as to Compliance; Notice of Certain Defaults

  	
   

  	
  44

  
	
  Section 1006.

  	
  Limitation on Liens

  	
   

  	
  44

  
	
  Section 1007.

  	
  Limitation on Certain Acquisitions

  	
   

  	
  45

  
	
  Section 1008.

  	
  Payment of Taxes and Other Claim

  	
   

  	
  45

  
	
  Section 1009.

  	
  Corporate Existence

  	
   

  	
  45

  
	
  Section 1010.

  	
  Waiver of Certain Covenants

  	
   

  	
  45

  
	
  Section 1011.

  	
  Calculation of Original Issue Discount

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
  REDEMPTION OF SECURITIES

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1101.

  	
  Applicability of Article

  	
   

  	
  45

  
	
  Section 1102.

  	
  Election to Redeem; Notice to Trustee

  	
   

  	
  45

  
	
  Section 1103.

  	
  Selection by Trustee of Securities to be Redeemed

  	
   

  	
  46

  
	
  Section 1104.

  	
  Notice of Redemption

  	
   

  	
  46

  
	
  Section 1105.

  	
  Deposit of Redemption Price

  	
   

  	
  47

  
	
  Section 1106.

  	
  Securities Payable on Redemption Date

  	
   

  	
  47

  
	
  Section 1107.

  	
  Securities Redeemed in Part

  	
   

  	
  48

  
	
  Section 1108.

  	
  Conversion Arrangements on Call for Redemption

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE

  	
  SINKING FUNDS

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1201.

  	
  Applicability of Article

  	
   

  	
  49

  
	
  Section 1202.

  	
  Satisfaction of Sinking Fund Payments with Securities

  	
   

  	
  49

  
	
  Section 1203.

  	
  Redemption of Securities for Sinking Fund

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN

  	
  REPAYMENT AT THE OPTION OF HOLDERS

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1301.

  	
  Applicability of Article

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOURTEEN

  	
  MEETINGS OF HOLDERS

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1401.

  	
  Purposes for Which Meetings May Be Called

  	
   

  	
  50

  
	
  Section 1402.

  	
  Call, Notice and Place of Meetings

  	
   

  	
  50

  
	
  Section 1403.

  	
  Persons Entitled to Vote at Meetings

  	
   

  	
  50

  
	
  Section 1404.

  	
  Quorum; Action

  	
   

  	
  51

  
	
  Section 1405.

  	
  Determination of Voting Rights; Conduct and Adjournment of Meetings

  	
   

  	
  51

  
	
  Section 1406.

  	
  Counting Votes and Recording Action of Meeting

  	
   

  	
  52

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FIFTEEN

  	
  CONVERSION

  	
   

  	
  52

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1501.

  	
  Conversion Privilege

  	
   

  	
  52

  
	
  Section 1502.

  	
  Manner of Exercise of Convertible Privilege

  	
   

  	
  52

  
	
  Section 1503.

  	
  Cash Adjustment Upon Conversion

  	
   

  	
  53

  
	
  Section 1504.

  	
  Conversion Price

  	
   

  	
  53

  
	
  Section 1505.

  	
  Adjustment of Conversion Price

  	
   

  	
  53

  
	
  Section 1506.

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

  	
   

  	
  55

  
	
  Section 1507.

  	
  Taxes on Conversions

  	
   

  	
  56

  
	
  Section 1508.

  	
  Company to Reserve Common Stock

  	
   

  	
  56

  
	
  Section 1509.

  	
  Disclaimer by Trustee of Responsibility for Certain Matters

  	
   

  	
  56

  
	
  Section 1510.

  	
  Company to Give Notice of Certain Events

  	
   

  	
  56

  



 


iii

















 


SCBT FINANCIAL CORPORATION


 


Reconciliation and tie between Trust Indenture Act of
1939, as amended, and Senior Indenture, dated as of
                        ,
2009.


 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 310

  	
  (1)

  	
   

  	
  607

  
	
   

  	
  (2)

  	
   

  	
  607

  
	
   

  	
  (5)

  	
   

  	
  607

  
	
   

  	
   

  	
   

  	
  607

  
	
  Section 311

  	
   

  	
   

  	
  604

  
	
   

  	
   

  	
   

  	
  604

  
	
   

  	
  (2)

  	
   

  	
  108

  
	
  Section 312

  	
   

  	
   

  	
  701, 702 (a)

  
	
   

  	
   

  	
   

  	
  702 (a)

  
	
   

  	
   

  	
   

  	
  702 (b)

  
	
  Section 313

  	
   

  	
   

  	
  703 (a), 703 (b)

  
	
   

  	
  (2)

  	
   

  	
  108

  
	
   

  	
   

  	
   

  	
  703 (c)

  
	
   

  	
   

  	
   

  	
  703 (c)

  
	
  Section 314

  	
   

  	
   

  	
  704

  
	
   

  	
  (1)

  	
   

  	
  102

  
	
   

  	
  (2)

  	
   

  	
  102

  
	
   

  	
  (3)

  	
   

  	
  108

  
	
   

  	
   

  	
   

  	
  102

  
	
  Section 315

  	
   

  	
   

  	
  108

  
	
   

  	
   

  	
   

  	
  601

  
	
   

  	
   

  	
   

  	
  108

  
	
   

  	
   

  	
   

  	
  108

  
	
   

  	
  (1)

  	
   

  	
  108

  
	
   

  	
  (2)

  	
   

  	
  108

  
	
   

  	
  (3)

  	
   

  	
  108

  
	
   

  	
   

  	
   

  	
  108

  
	
  Section 316

  	
   

  	
   

  	
  104

  
	
   

  	
  (1) (A)

  	
   

  	
  512

  
	
   

  	
  (1) (B)

  	
   

  	
  513

  
	
   

  	
   

  	
   

  	
  508

  
	
   

  	
   

  	
   

  	
  104

  
	
  Section 317

  	
  (1)

  	
   

  	
  505

  
	
   

  	
  (2)

  	
   

  	
  504

  
	
   

  	
   

  	
   

  	
  1003

  
	
  Section 318

  	
   

  	
   

  	
  108

  



 


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


 


1

















 


SENIOR INDENTURE, dated as of
                    ,
2009 (the “Indenture”), is made by and between SCBT FINANCIAL CORPORATION, a
corporation duly organized and existing under the laws of the State of South
Carolina (the “Company”), having its principal office at 520 Gervais Street,
Columbia, South Carolina 29201, and [WILMINGTON TRUST COMPANY, a Delaware
banking corporation], having its principal office at [1100 N. Market Street,
Wilmington, DE 19890], not in its individual capacity but solely as Trustee
(the “Trustee”).


 


RECITALS


 


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


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE


 


DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION


 


Section 101. Definitions.


 


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


 


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


 


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


 


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


 


(5)           the
words “herein”, “hereof”, “hereto” and “hereunder” and other words of similar
import refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision;


 


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


 


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


 


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


 


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


 


2

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


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


 


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


 


“Corporate Trust
Office” means, the principal office of the Trustee, at which at any
particular time its corporate trust business shall be administered, which
office at the date of original execution of this Indenture is located at
[Rodney Square North, 1100 N. Market Street, Wilmington, DE 19890, Attention:
Corporate Trust Administration].


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)           Securities,
or portions thereof for whose payment or redemption or repayment at the option
of the Holder money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set aside
and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities and any Coupons appertaining
thereto, PROVIDED that, if such 


 


5

















 


Securities
are to be redeemed, notice of such redemption has been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee has been made;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


6














 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“U.S. Depository”
or “Depository” means, with
respect to any Security issuable or issued in the form of one or more global
Securities, the Person designated as U.S. Depository by the Company pursuant to
Section 301, which must be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and, if so 


 


7

















 


provided
pursuant to Section 301 with respect to any Security, any successor to
such Person. If at any time there is more than one such Person, “U.S.
Depository” or “Depository” shall mean, with respect to any Securities, the
qualifying entity which has been appointed with respect to such Securities.


 


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


 


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


 


Section 102. Compliance
Certificates and Opinions.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 103. Form of Documents
Delivered to Trustee.


 


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


 


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


 


8

















 


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


 


Section 104. Acts of Holders.


 


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


 


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


 


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


 


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


 


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


 


(d)           The
ownership, principal amount and serial numbers of Bearer Securities held by any
Person, and the date of the commencement and the date of termination of holding
the same, may be proved by the production of such Bearer Securities or by a
certificate executed, as depositary, by any Bank, banker or other depositary 


 


9

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 106. Notice to Holders;
Waiver.


 


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


 


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


 


10

















 


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


 


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


 


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


 


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


 


Section 107. Language of Notices.


 


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


 


Section 108. Conflict With Trust
Indenture Act.


 


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


 


Section 109. Effect of Headings and
Table of Contents.


 


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


 


Section 110. Successors and Assigns.


 


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


 


Section 111. Separability Clause.


 


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


 


11

















 


Section 112. Benefits Of Indenture.


 


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


 


Section 113. Governing Law.


 


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


 


Section 114. Legal Holidays.


 


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


 


ARTICLE TWO


 


SECURITIES FORMS


 


Section 201. Forms Generally.


 


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


 


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


 


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


 


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


 


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


 


	
  Dated:

  	
  [WILMINGTON TRUST COMPANY],

  not in its individual capacity but solely as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
  Authorized Signatory

  



 


12

















 


Section 203. Securities in Global
Form.


 


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


 


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


 


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


 


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


 


ARTICLE THREE


 


THE SECURITIES


 


Section 301. Amount Unlimited;
Issuable in Series.


 


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


 


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


 


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


 


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


 


(3)           whether
Securities of the series are to be issuable as Registered Securities, Bearer
Securities or both and, if the Securities are to be issuable exclusively or
alternatively as Bearer 


 


13

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


14

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


All Securities of any one series and Coupons appertaining
to Bearer Securities of such series, if any, shall be substantially identical
except as to denomination and the rate or rates of interest, if any, and Stated
Maturity, the date from which interest, if any, shall accrue and except as may
otherwise be provided by the Company in or pursuant to one or more Board
Resolutions and set forth in such Officers’ Certificate or in any indenture or 


 


15

















 


indentures
supplemental hereto pertaining to such series of Securities. All Securities of
any one series need not be issued at the same time and, unless otherwise so
provided by the Company, a series may be reopened for issuances of additional
Securities of such series.


 


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


 


Section 302. Denominations.


 


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


 


Section 303. Securities in Foreign
Countries


 


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


 


Section 304. Execution,
Authentication, Delivery and Dating.


 


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


 


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


 


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


 


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


 


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


 


16














 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 305. Temporary Securities.


 


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


 


17

















 


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


 


Section 306. Registration, Transfer
and Exchange.


 


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


 


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


 


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


 


If specified as contemplated by Section 301 with
respect to Securities of any series, at the option of the Holder, Bearer
Securities of such series may be exchanged for Registered Securities of such
series containing identical terms and provisions, of any authorized
denominations and aggregate principal amount, upon surrender of the Bearer
Securities to be exchanged at any such office or agency for such series, with
all unmatured Coupons and all matured Coupons in default thereto appertaining.
If the Holder of a Bearer Security is unable to produce any such unmatured
Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be
effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company and the Trustee in an amount equal to the face amount
of such missing Coupon or Coupons, or the surrender of such missing Coupon or
Coupons may be waived by the Company and the Trustee if there is furnished to
them such Security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to any Paying Agent any such missing Coupon in respect of which such
a payment shall have been made, such Holder shall be entitled to receive the
amount of such payment; PROVIDED, HOWEVER, that, except as otherwise provided
in Section 1002, interest represented by Coupons shall be payable only
upon presentation and surrender of those Coupons at an office or agency for
such series located outside the United States. Notwithstanding the foregoing,
in case a Bearer Security of any series is surrendered at any such office or
agency in exchange for a 


 


18

















 


Registered
Security of such series and like tenor after the close of business at such
office or agency on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii) any
Special Record Date and before the opening of business at such office or agency
on the related date for payment of Defaulted Interest, such Bearer Security
shall be surrendered without the Coupon relating to such Interest Payment Date
or proposed date of payment, as the case may be (or, if such Coupon is so
surrendered with such Bearer Security, such Coupon shall be returned to the
person so surrendering the Bearer Security), and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such Coupon when due in accordance with the provisions of this
Indenture.


 


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


 


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


 


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


 


19

















 


may be, in
respect of such Registered Security, but will be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the
Person to whom interest in respect of such portion of such global Security is
payable in accordance with the provisions of this Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 308. Payment of Interest;
Interest Rights Preserved.


 


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


 


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


 


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


 


21

















 


relating
to such proposed date of payment and Defaulted Interest will not be payable on
such proposed date of payment in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such Coupon when due in accordance with the provisions of this Indenture.


 


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


 


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


 


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


 


Section 309. Persons Deemed Owners.


 


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


 


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


 


Section 310. Cancellation.


 


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


 


Section 311. Computation of
Interest.


 


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


 


Section 312. Cusip Numbers.


 


The Company in issuing the Securities may use “CUSIP”
numbers (if then generally in use), and if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; PROVIDED that any



 


22

















 


such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the “CUSIP” numbers.


 


ARTICLE FOUR


 


SATISFACTION AND DISCHARGE


 


Section 401. Satisfaction and
Discharge of Indenture.


 


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


 


(1)           either


 


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


 


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


 


(i)            have become due and payable, or


 


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


 


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


 


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


 


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


 


23

















 


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


 


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


 


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


 


Section 402. Application of Trust
Money.


 


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


 


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


 


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


 


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


 


(1)           either


 


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


 


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


 


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


 


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


 


24

















 


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


 


(4)           the
Company has delivered to the Trustee


 


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


 


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


 


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


 


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


 


ARTICLE FIVE


 


REMEDIES


 


Section 501. Events of Default.


 


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


 


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


 


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


 


25

















 


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


 


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


 


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


 


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


 


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


 


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


 


Section 502. Acceleration of
Maturity; Rescission and Annulmentt.


 


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


 


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


 


26














 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


The Company covenants that if


 


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


 


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


 


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


 


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


 


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


 


27

















 


Section 504. Trustee May File
Proofs of Claim.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 506. Application of Money
Collected.


 


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


 


	
  FIRST:

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

  
	
   

  	
   

  
	
  SECOND:

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

  



 


28

















 


THIRD:


 


The balance, if any, to the Company.


 


Section 507. Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 509. Restoration of Rights
and Remedies.


 


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


 


Section 510. Rights and Remedies
Cumulative.


 


Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities or
Coupons in the last paragraph of Section 307, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of a Security or
Coupon is intended to be exclusive of any other right or 


 


29

















 


remedy,
and every right and remedy, to the extent permitted by law, shall be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.


 


Section 511. Delay or Omission Not
Waiver.


 


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


 


Section 512. Control By Holders.


 


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


 


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


 


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


 


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


 


Section 513. Waiver of Past
Defaults.


 


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


 


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


 


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


 


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


 


Section 514. Waiver of Stay or
Extension Laws.


 


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


 


30

















 


ARTICLE SIX


 


THE TRUSTEE


 


Section 601. Notice of Defaults.


 


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


 


Section 602. Certain Rights of
Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


31

















 


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


 


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


 


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


 


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


 


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


 


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


 


Section 604. May Hold
Securities.


 


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


 


Section 605. Money Held In Trust.


 


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


 


Section 606. Compensation and
Reimbursement.


 


The Company agrees


 


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


 


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


 


32

















 


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


 


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


 


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


 


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


 


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


 


Section 608. Resignation and
Removal; Appointment of Successor.


 


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


 


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


 


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


 


(d)           If at
any time:


 


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


 


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


 


33

















 


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


 


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


 


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


 


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


 


Section 609. Acceptance of
Appointment By Successor.


 


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


 


(b)           In
case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or
more series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee 


 


34

















 


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


 


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


 


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


 


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


 


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


 


Section 611. Appointment of
Authenticating Agent.


 


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


 


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


 


35

















 


Authenticating
Agent has or shall acquire any conflicting interest, as defined in Section 310(b) of
the Trust Indenture Act, with respect to the Securities of any series, the
Authenticating Agent shall take action as is required pursuant to said Section 310
(b).


 


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


 


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


 


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


 


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


 


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


 


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


 


	
  Dated:

  	
  [WILMINGTON TRUST COMPANY],

  not in
  its individual capacity but solely as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
  Authorized Signatory

  



 


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


 


36














 


ARTICLE SEVEN


 


HOLDERS’ LISTS AND REPORTS BY
TRUSTEE AND COMPANY


 


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


 


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


 


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


 


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


 


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


 


Section 702. Preservation of
Information; Communications to Holders.


 


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


 


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


 


Section 703. Reports By Trustee.


 


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


 


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


 


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


 


Section 704. Reports By Company.


 


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


 


(1)           file
with the Trustee, within 15 days after the Company actually files the same with
the Commission, copies of the annual reports and of the information, documents
and other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which
the Company may be required to file with the Commission pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934; or, if the
Company is not required to file information, documents or reports pursuant to 


 


37

















 


either of
said Sections, then it shall file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Securities
Exchange Act of 1934 in respect of a Security listed and registered on a
national Securities exchange as may be prescribed from time to time in such rules and
regulations;


 


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


 


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


 


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


 


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


 


ARTICLE EIGHT


 


CONSOLIDATION, MERGER AND SALES


 


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


 


Nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of the Company with or
into any other Person or Persons (whether or not affiliated with the Company),
or successive consolidations or mergers in which the Company or its successor
or successors shall be a party or parties, or shall prevent any conveyance,
transfer or lease of the property of the Company as an entirety or
substantially as an entirety, to any other Person (whether or not affiliated
with the Company); PROVIDED, HOWEVER, that:


 


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


 


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


 


(3)           each
of the Company and the successor Person has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and such 


 


38

















 


supplemental
indenture comply with this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with.


 


Section 802. Successor Corporation
Substituted For Company.


 


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


 


ARTICLE NINE


 


SUPPLEMENTAL INDENTURES


 


Section 901. Supplemental
Indentures Without Consent of Holders.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(8)           to add
any additional Events of Default;


 


39

















 


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


 


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


 


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


 


Section 902. Supplemental
Indentures With Consent of Holders.


 


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


 


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


 


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


 


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


 


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


 


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


 


40

















 


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


 


Section 903. Execution of
Supplemental Indentures.


 


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


 


Section 904. Effect of Supplemental
Indentures.


 


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


 


Section 905. Conformity With Trust
Indenture Act.


 


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


 


Section 906. Reference in
Securities to Supplemental Indentures.


 


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


 


ARTICLE TEN


 


COVENANTS


 


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


 


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


 


Section 1002. Maintenance of Office
or Agency.


 


The Company will maintain in each Place of Payment for
any series of Securities an office or agency where Securities of such series
(but not Bearer Securities, except as otherwise provided below, unless such
Place of 


 


41

















 


Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of that series may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served. If Securities
of a series are issuable as Bearer Securities, the Company shall maintain,
subject to any laws or regulations applicable thereto, an office or agency in a
Place of Payment for such series which is located outside the United States
where Securities of such series and the related Coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on
Securities of such series pursuant to Section 1004); PROVIDED, HOWEVER,
that if the Securities of such series are listed on The Stock Exchange of the
United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or
any other stock exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a Paying Agent in London,
Luxembourg or any other required city located outside the United States, as the
case may be, so long as the Securities of such series are listed on such
exchange. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, except that Bearer Securities of that series and the
related Coupons may be presented and surrendered for payment (including payment
of any Additional Amounts payable on Bearer Securities of that series pursuant
to Section 1004) at the place specified for the purpose pursuant to Section 301,
and the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.


 


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


 


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


 


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


 


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


 


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


 


42

















 


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


 


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


 


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


 


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


 


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


 


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


 


Section 1004. Additional Amounts.


 


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


 


Except as otherwise provided herein or pursuant hereto,
if the Securities of a series provide for the Payment of Additional Amounts, at
least 10 days prior to the first Interest Payment Date with respect to such
series of Securities (or if the Securities of that series shall not bear
interest prior to Maturity, the first day on which a payment of principal (and
premium, if any, is made), and at least 10 days prior to each date of payment
of principal (and premium, if any) or interest if there has been any change
with respect to the matters set forth in the below-mentioned Officers’
Certificate, the Company will furnish the Trustee and the principal Paying
Agent or Paying Agents, if other than the Trustee, an Officers’ Certificate
instructing the Trustee and such Paying Agent or Paying Agents 


 


43

















 


whether
such payment of principal (and premium, if any) of or interest on the
Securities of that series shall be made to Holders of Securities of that series
or the Coupons appertaining thereto who are United States Aliens without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of that series. If any such withholding
shall be required, then such Officers’ Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of
Securities or Coupons and the Company agrees to pay to the Trustee or such
Paying Agent the Additional Amounts required by this Section. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers’
Certificate furnished pursuant to this Section.


 


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


 


(a)           The
Company will, in addition to the reports required by Section 704(4),
deliver to the Trustee, within 120 days after the end of each fiscal year
(which on the date hereof ends on December 31), commencing December 31,
2008, a written statement, which need not comply with Section 102, signed
by the Chairman of the Board, a Deputy Chairman, Vice Chairman, the President
or a Vice President and by the Treasurer or an Assistant Treasurer of the
Company, stating, as to each signer thereof, that


 


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


 


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


 


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


 


Section 1006. Limitation on Liens.


 


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


 


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


 


44

















 


Section 1007. Limitation on Certain
Acquisitions.


 


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


 


Section 1008. Payment of Taxes and
Other Claims.


 


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


 


Section 1009. Corporate Existence.


 


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


 


Section 1010. Waiver of Certain
Covenants.


 


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


 


Section 1011. Calculation of
Original Issue Discount.


 


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


 


ARTICLE ELEVEN


 


REDEMPTION OF SECURITIES


 


Section 1101. Applicability of
Article.


 


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


 


Section 1102. Election To Redeem;
Notice To Trustee.


 


The election of the Company to redeem any Securities
shall be evidenced by Board Resolution. In case of any redemption at the
election of the Company of the Securities of any series, with the same issue
date, interest rate and Stated Maturity, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless 


 


45

















 


a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed.


 


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


 


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


 


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


 


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


 


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


 


Section 1104. Notice of Redemption.


 


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


 


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


 


All notices of redemption shall state:


 


(1)           the
Redemption Date,


 


(2)           the
Redemption Price,


 


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


 


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


 


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


 


46














 


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


 


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


 


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


 


(9)           the
CUSIP number, if any.


 


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


 


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


 


Section 1105. Deposit of Redemption
Price.


 


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


 


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


 


Section 1106. Securities Payable on
Redemption Date.


 


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


 


If any Bearer Security surrendered for redemption shall
not be accompanied by all appurtenant Coupons maturing after the Redemption
Date, such Security may be paid after deducting from the Redemption Price an
amount equal to the face amount of all such missing Coupons, or the surrender
of such missing Coupon or Coupons may be waived by the Company and the Trustee
if there be furnished to them such Security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of
such Security shall 


 


47

















 


surrender
to the Trustee or any Paying Agent any such missing coupon in respect of which
a deduction shall have been made from the Redemption Price, such Holder shall
be entitled to receive the amount so deducted; PROVIDED, HOWEVER, that interest
(or any Additional Amounts) represented by Coupons shall be payable only upon
presentation and surrender of those Coupons at an office or agency located
outside of the United States except as otherwise provided in Section 1002.


 


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


 


Section 1107. Securities Redeemed
in Part.


 


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


 


Section 1108. Conversion
Arrangements on Call for Redemption.


 


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


 


48

















 


ARTICLE TWELVE


 


SINKING FUNDS


 


Section 1201. Applicability of
Article.


 


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


 


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


 


Section 1202. Satisfaction of
Sinking Fund Payments With Securities.


 


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


 


Section 1203. Redemption of
Securities For Sinking Fund.


 


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


 


49

















 


ARTICLE THIRTEEN


 


REPAYMENT AT THE OPTION OF
HOLDERS


 


Section 1301. Applicability of
Article.


 


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


 


ARTICLE FOURTEEN


 


MEETINGS OF HOLDERS


 


Section 1401. Purposes For Which
Meetings May Be Called.


 


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


 


Section 1402. Call, Notice and
Place of Meetings.


 


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


 


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


 


Section 1403. Persons Entitled To
Vote At Meetings.


 


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


 


50

















 


Section 1404. Quorum; Action.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(d)           Any
meeting of Holders of Securities of any series duly called pursuant to Section 1402
at which a quorum is present may be adjourned from time to time by Persons
entitled to vote a majority in principal amount of 


 


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the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.


 


Section 1406. Counting Votes and
Recording Action of Meetings.


 


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


 


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


 


ARTICLE FIFTEEN


 


CONVERSION


 


Section 1501. Conversion Privilege.


 


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


 


Section 1502. Manner of Exercise of
Convertible Privilege.


 


In order to exercise the conversion privilege, the Holder
of any Convertible Security to be converted shall surrender such Convertible
Security to the Company at its office or agency, together with the conversion
notice in the form provided on the Securities (or separate written notice) duly
executed, and, if so required by the Company, accompanied by instruments of
transfer, in form satisfactory to the Company and to the Trustee, duly executed
by the Holder or by his duly authorized attorney in writing. Any Registered
Convertible Security so surrendered during the period from the close of
business on the Regular Record Date preceding an Interest Payment Date for such
Registered Convertible Security to the opening of business on such Interest
Payment Date shall (unless any such Registered Convertible Security or the
portion thereof being converted shall have been called for redemption on a
Redemption Date during such period, in which event no interest shall be payable
with respect to such Registered Convertible Security or portion thereof, as the
case may be, following such Redemption Date) also be accompanied by payment in
Clearing House funds or other funds acceptable to the Company of an amount
equal to the interest payable on such Interest Payment Date on the principal
amount of such Registered Convertible Security then being converted; provided,
however, that no such payment need be made if there shall exist, at the time of
conversion, a default in the payment of interest on the Convertible Securities
of such series. Except as provided in the immediately preceding sentence, no
adjustment shall be made for interest accrued on any Convertible Security that
shall be converted or for dividends on any shares of Common Stock that shall be
delivered upon the conversion of such Convertible Securities. The funds so
delivered to such office or agency shall be paid to the Company on or after
such Interest Payment Date, unless the Company shall default in the payment of
the interest due on such Interest Payment Date, in which event such funds shall
be repaid to the Person who delivered the same. As promptly as practicable
after the surrender of any Convertible Security for conversion as aforesaid,
the Company shall deliver at said office or agency to such Holder, or on his
written order, a certificate or certificates for the number of full shares 


 


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deliverable
upon the conversion of such Convertible Security or portion thereof and a check
or cash in respect of any fraction of a share of Common Stock otherwise
deliverable upon such conversion, all as provided in this Article Fifteen,
together with a Convertible Security or Convertible Securities of the same
series in principal amount equal to the unconverted and unredeemed portion, if
any, of the Convertible Security so converted in accordance with Section 306
hereof. Such conversion shall be deemed to have been effected on the date on
which such notice shall have been received at said office or agency and such
Convertible Security shall have been surrendered as aforesaid, and the Person
or Persons in whose name or names any certificate or certificates for shares of
Common Stock shall be deliverable upon such conversion shall be deemed to have
become on said date the Holder or Holders of record of the shares represented
thereby, provided, however, that any such surrender on any date when the stock
transfer books of the Company shall be closed shall constitute the Person or
Persons in whose name or names the certificates are to be delivered as the
record Holder or Holders thereof for all purposes on the next succeeding day on
which such stock transfer books are open, but such conversion shall be at the
Conversion Price in effect on the date of such surrender.


 


Section 1503. Cash Adjustment Upon
Conversion.


 


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


 


Section 1504. Conversion Price.


 


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


 


Section 1505. Adjustment of
Conversion Price.


 


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


 


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


 


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


 


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


 


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


 


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


 


54

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


55

















 


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


 


Section 1507. Taxes on Conversions.


 


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


 


Section 1508. Company to Reserve
Common Stock.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 1510. Company to Give
Notice of Certain Events.


 


In the event:


 


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


 


56

















 


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


 


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


 


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


 


* * * * *


 


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


 


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


 


	
   

  	
  SCBT FINANCIAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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