EXHIBIT
4.45


EXECUTION VERSION


 


CREDIT SUISSE


as the Company


and


THE BANK OF NEW YORK


as Trustee


SUBORDINATED INDENTURE


Dated as of March 29, 2007


 














 


TABLE
OF CONTENTS


	
  

  	
  PAGE

  
	
   

  	
   

  
	
   

  	
   

  
	
  ARTICLE 1

  	
   

  
	
  DEFINITIONS AND
  INCORPORATION BY REFERENCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.02.

  	
  Other Definitions

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 1.03.

  	
  Incorporation by Reference of Trust Indenture Act

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 1.04.

  	
  Rules of Construction

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
   

  
	
  THE SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Form and Dating

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 2.02.

  	
  Execution and Authentication

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 2.03.

  	
  Amount Unlimited; Issuable in Series

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 2.04.

  	
  Denomination and Date of Securities; Payments of
  Interest

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 2.05.

  	
  Registrar and Paying Agent; Agents Generally

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 2.06.

  	
  Paying Agent to Hold Money in Trust

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 2.07.

  	
  Transfer and Exchange

  	
  13

  
	
   

  	
   

  	
   

  
	
  Section 2.08.

  	
  Replacement Securities

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 2.09.

  	
  Outstanding Securities

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 2.10.

  	
  Temporary Securities

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 2.11.

  	
  Cancellation

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 2.12.

  	
  CUSIP Numbers

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 2.13.

  	
  Defaulted Interest

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 2.14.

  	
  Series May Include Tranches

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 2.15.

  	
  Computation of Interest

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 2.16.

  	
  ERISA

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
   

  
	
  REDEMPTION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Applicability of Article

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 3.02.

  	
  Notice of Redemption; Partial Redemptions

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 3.03.

  	
  Payment of Securities Called for Redemption

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 3.04.

  	
  Exclusion of Certain Securities from Eligibility for
  Selection for Redemption

  	
  21

  



 


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  Section 3.05.

  	
  Mandatory and Optional Sinking Funds

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Payment of Securities

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 4.02.

  	
  Maintenance of Office or Agency

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 4.03.

  	
  Certificate to Trustee

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 4.04.

  	
  Reports by the Company

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 4.05.

  	
  Calculation of Original Issue Discount

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
   

  
	
  SUCCESSOR
  CORPORATION

  	
   

  
	
   

  	
   

  
	
  Section 5.01.

  	
  When the Company May Merge, Etc.

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 5.02.

  	
  Successor Substituted

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
   

  
	
  DEFAULT AND
  REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Events of Default

  	
  26

  
	
   

  	
   

  	
   

  
	
  Section 6.02.

  	
  Acceleration

  	
  27

  
	
   

  	
   

  	
   

  
	
  Section 6.03.

  	
  Other Remedies

  	
  28

  
	
   

  	
   

  	
   

  
	
  Section 6.04.

  	
  Waiver of Past Defaults

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 6.05.

  	
  Control by Majority

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 6.06.

  	
  Limitation on Suits

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 6.07.

  	
  Rights of Holder to Receive Payment

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 6.08.

  	
  Collection Suit by Trustee

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 6.09.

  	
  Trustee May File Proofs of Claim

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 6.10.

  	
  Application of Proceeds

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 6.11.

  	
  Restoration of Rights and Remedies

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section 6.12.

  	
  Undertaking for Costs

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section 6.13.

  	
  Rights and Remedies Cumulative

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 6.14.

  	
  Delay or Omission Not Waiver

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
   

  
	
  TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  General

  	
  32

  



 


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  Section 7.02.

  	
  Certain Rights of Trustee

  	
  33

  
	
   

  	
   

  	
   

  
	
  Section 7.03.

  	
  Individual Rights of Trustee

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 7.04.

  	
  Trustee’s Disclaimer

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 7.05.

  	
  Notice of Default

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 7.06.

  	
  Reports by Trustee to Holders

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 7.07.

  	
  Compensation and Indemnity

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 7.08.

  	
  Replacement of Trustee

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 7.09.

  	
  Successor Trustee by Merger, Etc.

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 7.10.

  	
  Eligibility

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 7.11.

  	
  Money Held in Trust

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 7.12.

  	
  Disqualification, Conflicting Interests

  	
  37

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
   

  
	
  DISCHARGE OF
  INDENTURE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Defeasance within One Year of Payment

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 8.02.

  	
  Defeasance

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 8.03.

  	
  Covenant Defeasance

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 8.04.

  	
  Application of Trust Money

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 8.05.

  	
  Repayment to Company

  	
  40

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
   

  
	
  AMENDMENTS,
  SUPPLEMENTS AND WAIVERS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
  Without Consent of Holders

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 9.02.

  	
  With Consent of Holders

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 9.03.

  	
  Revocation and Effect of Consent

  	
  43

  
	
   

  	
   

  	
   

  
	
  Section 9.04.

  	
  Notation on or Exchange of Securities

  	
  43

  
	
   

  	
   

  	
   

  
	
  Section 9.05.

  	
  Trustee to Sign Amendments, Etc

  	
  43

  
	
   

  	
   

  	
   

  
	
  Section 9.06.

  	
  Conformity with Trust Indenture Act

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
   

  
	
  SUBORDINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
  Securities Subordinated to Senior Indebtedness

  	
  44

  
	
   

  	
   

  	
   

  
	
  Section 10.02.

  	
  No Payment on Securities in Certain Circumstances

  	
  44

  



 


iii

















 


	
  Section 10.03.

  	
  Securities Subordinated to Prior Payment of all
  Senior Indebtedness on Dissolution, Liquidation or Reorganization of Company

  	
  45

  
	
   

  	
   

  	
   

  
	
  Section 10.04.

  	
  Holders to be Subrogated to Rights of Senior
  Indebtedness

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 10.05.

  	
  Obligations of the Company Unconditional

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 10.06.

  	
  Trustee Entitled to Assume Payments not Prohibited
  in Absence of Notice

  	
  48

  
	
   

  	
   

  	
   

  
	
  Section 10.07.

  	
  Application by Trustee of Assets Deposited with it

  	
  48

  
	
   

  	
   

  	
   

  
	
  Section 10.08.

  	
  Subordination Rights not Impaired by Acts or
  Omissions of the Company, the Trustee, Holders of Senior Indebtedness or
  Holders

  	
  48

  
	
   

  	
   

  	
   

  
	
  Section 10.09.

  	
  Holders Authorize Trustee to Effectuate Subordination
  of Securities

  	
  49

  
	
   

  	
   

  	
   

  
	
  Section 10.10.

  	
  Right of Trustee to Hold Senior Indebtedness

  	
  49

  
	
   

  	
   

  	
   

  
	
  Section 10.11.

  	
  Article 10 Not to Prevent Events of Default

  	
  49

  
	
   

  	
   

  	
   

  
	
  Section 10.12.

  	
  No Fiduciary Duty of Trustee to Holders of Senior
  Indebtedness

  	
  50

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
  Trust Indenture Act of 1939

  	
  50

  
	
   

  	
   

  	
   

  
	
  Section 11.02.

  	
  Notices

  	
  50

  
	
   

  	
   

  	
   

  
	
  Section 11.03.

  	
  Certificate and Opinion as to Conditions Precedent

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 11.04.

  	
  Statements Required in Certificate or Opinion

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 11.05.

  	
  Evidence of Ownership

  	
  52

  
	
   

  	
   

  	
   

  
	
  Section 11.06.

  	
  Rules by Trustee, Paying Agent or Registrar

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 11.07.

  	
  Payment Date other than a Business Day

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 11.08.

  	
  Governing Law; Jurisdiction and Service of Process;
  Sovereign Immunity

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 11.09.

  	
  No Adverse Interpretation of Other Agreements

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 11.10.

  	
  Successors

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 11.11.

  	
  Duplicate Originals

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 11.12.

  	
  Separability

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 11.13.

  	
  Table of Contents, Headings, Etc

  	
  53

  



 


iv

















 


	
  Section 11.14.

  	
  Incorporators, Stockholders, Officers and Directors
  of Company Exempt from Individual Liability

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 11.15.

  	
  Judgment Currency

  	
  54

  



 


v














 


SUBORDINATED INDENTURE, dated as of March 29, 2007,
between CREDIT SUISSE, a corporation organized under the laws of, and duly
licensed as a bank in, Switzerland, as the Company, and THE BANK OF NEW YORK, a
New York banking corporation, as the Trustee.


RECITALS OF THE COMPANY


WHEREAS, the Company has duly authorized the issue
from time to time of its subordinated debentures, notes or other evidences of
indebtedness to be issued in one or more series (the “Securities”) up to such
principal amount or amounts as may from time to time be authorized in
accordance with the terms of this Indenture and to provide, among other things,
for the authentication, delivery and administration of the Securities, the
Company has duly authorized the execution and delivery of this Indenture; and


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


NOW, THEREFORE:


In consideration of the premises and the purchases of
the Securities by the holders thereof, the Company and the Trustee mutually
covenant and agree for the equal and proportionate benefit of the respective
holders from time to time of the Securities or of any and all series thereof
and of the coupons, if any, appertaining thereto as follows:


ARTICLE 1


DEFINITIONS AND INCORPORATION BY REFERENCE


Section 1.01.  Definitions.


“Agent” means any Registrar, Paying Agent, transfer
agent or Authenticating Agent.


“Authorized Newspaper” means a newspaper (which, in
the case of The City of New York, will, if practicable, be The Wall Street
Journal (Eastern Edition) and in the case of London, will, if practicable, be
the Financial Times (London Edition)) published in an official language of the
country of publication customarily published at least once a day for at least
five days in each calendar week and of general circulation in The City of New
York or London, as applicable.  If it
shall be impractical in the opinion of the Trustee to make any publication of any
notice required hereby in an Authorized Newspaper, any publication or other
notice in lieu thereof which is made or given with the approval of the Trustee
shall constitute a sufficient publication of such notice.


“Authorized Person” means the Chief Financial Officer of the Company and such other officers or
employees of the Company or any of its branches or affiliates as may be
designated as “Authorized Persons” by power of attorney signed by the Chief
Financial Officer


 

















 


of
the Company or otherwise duly executed by and on behalf of the Company, as
certified from time to time by the Secretary of the Board of Directors of the
Company.


“Board Resolution” means one or more resolutions of
the board of directors of the Company or any authorized committee thereof,
certified by the secretary or an assistant secretary of the Company to have
been duly adopted and to be in full force and effect on the date of
certification, and delivered to the Trustee.


“Business Day” means, with respect to any Security, a
day that is not a day on which banking institutions are authorized or required
by law or regulation to close, in the city (or in any of the cities, if more
than one) unless otherwise specified, in which amounts are payable, as
specified in the form of such Security.


“Capital Stock” means, with respect to any Person, any
and all shares, interests, participations or other equivalents (however
designated, whether voting or non-voting) of such Person’s capital stock or
equity, including, without limitation, all Common Stock and Preferred Stock.


“Commission” means the Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act
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, with respect to any Person, any
and all shares, interests, participations or other equivalents (however
designated, whether voting or non-voting) of such Person’s common stock,
whether now outstanding or issued after the date of this Indenture, including,
without limitation, all series and classes of such common stock.


“Company” means the party named as such in the first
paragraph of this Indenture until a successor replaces it pursuant to Article 5
of this Indenture and thereafter means the successor.


“Corporate Trust Office” means the office of the
Trustee at which the corporate trust business of the Trustee shall, at any
particular time, be principally administered, which office is, at the date of
this Indenture, located at 101 Barclay Street, Floor 8W, New York, New York 10286,
Attention:  Corporate Finance.


“Default” means any event that is, or after notice or
passage of time or both would be, an Event of Default as defined in Section
6.01.


“Depositary”
means, with respect to the Securities of any series issuable or issued in the
form of one or more Registered Global Securities, the Person designated as
Depositary by the Company pursuant to Section 2.03 until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter “Depositary” shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than one such Person, “Depositary”
as used with respect to the Securities of any such series shall mean the
Depositary with respect to the Registered Global Securities of that series.


 


2

















 


“Exchange Act” means the Securities Exchange Act of
1934, as amended.


“Holder” means the registered holder of any Security
with respect to Registered Securities and the bearer of any Unregistered
Security or any coupon appertaining thereto, as the case may be.


“Indenture” means this Indenture as originally
executed or as it may be amended or supplemented from time to time by one or
more indentures supplemental to this Indenture entered into pursuant to the
applicable provisions of this Indenture and shall include the forms and terms
of the Securities of each series established as contemplated pursuant to
Sections 2.01 and 2.03.


“Officers’ Certificate” means a certificate signed in
the name of the Company by any two Authorized Persons, complying with Section
11.04 and delivered to the Trustee.  Each
such certificate shall comply with Section 314 of the Trust Indenture Act and
include (except as otherwise expressly provided in this Indenture) the
statements provided in Section 11.04, if and to the extent required thereby.


“Opinion of Counsel” means a written opinion signed by
legal counsel, who may be an employee of or counsel to the Company,
satisfactory to the Trustee and complying with Section 11.04.  Each such opinion shall comply with Section
314 of the Trust Indenture Act and include the statements provided in Section
11.04, if and to the extent required thereby.


“original issue date” of any Security (or portion
thereof) means the earlier of (a) the date of authentication of such Security
or (b) the date of any Security (or portion thereof) for which such Security
was issued (directly or indirectly) on registration of transfer, exchange or
substitution.


“Original Issue Discount Security” means any Security
that provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the maturity thereof pursuant
to Section 6.02.


“Periodic Offering” means an offering of Securities of
a series from time to time, the specific terms of which Securities, including,
without limitation, the rate or rates of interest, if any, thereon, the stated
maturity or maturities thereof and the redemption provisions, if any, with
respect thereto, are to be determined by the Company or its agents upon the
issuance of such Securities.


“Person” means an individual, a corporation, a
partnership, a limited liability company, an association, a trust, a branch or
any other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.


“Preferred Stock”
means, with respect to any Person, any and all shares, interests,
participations or other equivalents (however designated, whether voting or
non-voting) of such Person’s preferred or preference stock, whether now
outstanding or issued after the date of the Indenture, including, without
limitation, all series and classes of such preferred or preference stock.


 


3

















 


“Principal” of a Security means the principal amount
of, and, unless the context indicates otherwise, includes any premium payable
on, the Security.


“Registered Global Security” means a Security
evidencing all or a part of a series of Registered Securities, issued to the
Depositary for such series in accordance with Section 2.02, and bearing the
legend prescribed in Section 2.02.


“Registered Security” means any Security registered on
the Security Register (as defined in Section 2.05).


“Responsible Officer”, when used with respect to the
Trustee, means an officer of the Trustee in the Corporate Trust Office, having
direct responsibility for the administration of this Indenture, and also, with
respect to a particular matter, any other officer to whom such matter is
referred because of such officer’s knowledge of and familiarity with the
particular subject.


“Securities” means any of the securities, as defined
in the first paragraph of the recitals hereof, that are authenticated and
delivered under this Indenture and, unless the context indicates otherwise,
shall include any coupon appertaining thereto.


“Senior Indebtedness” means the principal of and
premium, if any, and interest on (a) all unsubordinated indebtedness of the
Company, whether outstanding on the date of this Indenture or thereafter
created, (i) for money borrowed by the Company, (ii) for money borrowed by, or
obligations of, others and either assumed or guaranteed, directly or
indirectly, by the Company, (iii) in respect of letters of credit and
acceptances issued or made by banks, or (iv) constituting purchase money
indebtedness, or indebtedness secured by property included in the property,
plant and equipment accounts of the Company at the time of the acquisition of
such property by the Company, for the payment of which the Company is directly
liable and (b) all deferrals, renewals, extensions and refundings of, and amendments,
modifications and supplements to, any such indebtedness.  As used in the preceding sentence, the term
“purchase money indebtedness” means indebtedness evidenced by a note,
debenture, bond or other instrument (whether or not secured by any lien or other
security interest) issued or assumed as all or a part of the consideration for
the acquisition of property, whether by purchase, merger, consolidation or
otherwise, unless by its terms such indebtedness is subordinated to other
indebtedness of the Company. 
Notwithstanding anything to the contrary in this Indenture or the
Securities, Senior Indebtedness shall not include, (i) any indebtedness of the
Company which, by its terms or the terms of the instrument creating or
evidencing it, is subordinate in right of payment to or pari passu with the
Securities or other subordinated obligations of the Company or (ii) any
indebtedness of the Company to a Subsidiary of the Company.


“Subsidiary” means, with respect to any Person, any
corporation, association or other business entity of which more than 50% of the
outstanding Voting Stock is owned, directly or indirectly, by such Person and
one or more other Subsidiaries of such Person.


“Swiss GAAP” means
the accounting rules of the Swiss Federal Law on Banks and Savings Banks and
the respective Implementing Ordinance, the Federal Banking Commission
guidelines and Swiss GAAP FER Financial Reporting Standards for the insurance


 


4

















 


businesses of the
Company, which collectively are the generally accepted accounting principles
for banks and insurance companies, respectively, in Switzerland.


“Trustee” means the party named as such in the first
paragraph of this Indenture until a successor replaces it in accordance with
the provisions of Article 7 and thereafter “Trustee” shall mean or include each
Person who is then a Trustee
hereunder, and if at any time there is more than one such Person, “Trustee” as
used with respect to the Securities of any series shall mean the Trustee with
respect to Securities of that series.


“Trust Indenture Act” means the Trust Indenture Act of
1939, as it may be amended from time to time.


“Unregistered Security” means any Security other than
a Registered Security.


“U.S. Government Obligations” means securities that
are (i) direct obligations of the United States of America for the payment of
which its full faith and credit is pledged or (ii) obligations of an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, and shall also include a depositary receipt issued by a bank
or trust company as custodian with respect to any such U.S. Government
Obligation or a specific payment of interest on or Principal of any such U.S.
Government Obligation held by such custodian for the account of the holder of a
depositary 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 depositary receipt from any amount received by the custodian
in respect of the U.S. Government Obligation or the specific payment of
interest on or Principal of the U.S. Government Obligation evidenced by such
depositary receipt.


“Voting Stock” means with respect to any Person,
Capital Stock of any class or kind ordinarily having the power to vote for the
election of directors, managers or other voting members of the governing body
of such Person.


“Yield to
Maturity” means, as the context may require, the yield to maturity (i) on a
series of Securities or (ii) if the Securities of a series are issuable from
time to time, on a Security of such series, calculated at the time of issuance
of such series in the case of clause (i) or at the time of issuance of such
Security of such series in the case of clause (ii), or, if applicable, at the
most recent redetermination of interest on such series or on such Security, and
calculated in accordance with the constant interest method or such other
accepted financial practice as is specified in the terms of such Security.


 


5

















 


Section 1.02.  Other
Definitions.  Each of the following
terms is defined in the section set forth opposite such term:


	
  TERM

  	
   

  	
  SECTION

  
	
   

  	
   

  	
   

  
	
  Authenticating
  Agent

  	
   

  	
   

  	
  2.02

  	
   

  
	
  cash transaction

  	
   

  	
   

  	
  7.03

  	
   

  
	
  Dollars

  	
   

  	
   

  	
  4.02

  	
   

  
	
  Events of
  Default

  	
   

  	
   

  	
  6.01

  	
   

  
	
  Judgment
  Currency

  	
   

  	
   

  	
  11.15

  	
   

  
	
  mandatory
  sinking fund payment

  	
   

  	
   

  	
  3.05

  	
   

  
	
  optional sinking
  fund payment

  	
   

  	
   

  	
  3.05

  	
   

  
	
  Paying Agent

  	
   

  	
   

  	
  2.05

  	
   

  
	
  record date

  	
   

  	
   

  	
  2.04

  	
   

  
	
  Registrar

  	
   

  	
   

  	
  2.05

  	
   

  
	
  Required
  Currency

  	
   

  	
   

  	
  11.15

  	
   

  
	
  Security
  Register

  	
   

  	
   

  	
  2.05

  	
   

  
	
  self-liquidating
  paper

  	
   

  	
   

  	
  7.03

  	
   

  
	
  sinking fund
  payment date

  	
   

  	
   

  	
  3.05

  	
   

  
	
  tranche

  	
   

  	
   

  	
  2.14

  	
   

  



 


Section 1.03.  Incorporation
by Reference of Trust Indenture Act. 
Whenever this Indenture refers to a provision of the Trust Indenture
Act, the provision is incorporated by reference in and made a part of this
Indenture.  The following terms used in
this Indenture that are defined by the Trust Indenture Act have the following
meanings:


“indenture securities” means the Securities;


“indenture security holder” means a Holder;


“indenture to be qualified” means this Indenture;


“indenture trustee” or “institutional trustee” means
the Trustee; and


“obligor” on the indenture securities means the
Company or any other obligor on the Securities.


All other terms
used in this Indenture that are defined by the Trust Indenture Act, defined by
reference in the Trust Indenture Act to another statute or defined by a rule of
the Commission and not otherwise defined herein have the meanings assigned to
them therein.  If any provision of this
Indenture limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.


 


6

















 


Section 1.04.  Rules of Construction.  Unless the context otherwise requires:


(a)   an accounting term not otherwise defined has
the meaning assigned to it in accordance with Swiss GAAP or such other
generally accepted accounting principles under which the Company may in the
future prepare its financial statements;


(b)   words in the singular include the plural, and
words in the plural include the singular;


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


(d)   all references to Sections or Articles refer
to Sections or Articles of this Indenture unless otherwise indicated; and


(e)   use of masculine, feminine or neuter pronouns
should not be deemed a limitation, and the use of any such pronouns should be
construed to include, where appropriate, the other pronouns.


ARTICLE 2


THE SECURITIES


Section 2.01.  Form
and Dating.  The Securities of each
series shall be substantially in such form or forms (not inconsistent with this
Indenture) as attached hereto as Annex I or as shall be established pursuant to
one or more Board Resolutions or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture and may have
imprinted or otherwise reproduced thereon such legend or legends or
endorsements, not inconsistent with the provisions of this Indenture, as may be
required to comply with any law, or with any rules of any securities exchange
or usage, all as may be determined by the Authorized Persons executing such Securities
as evidenced by their execution of the Securities.  Unless otherwise so established, Unregistered
Securities shall have coupons attached.


Section 2.02.  Execution
and Authentication.  Any two
Authorized Persons shall execute the Securities (other than coupons) for the
Company by facsimile or manual signature in the name and on behalf of the
Company.  If an Authorized Person whose
signature is on a Security no longer holds that office at the time the Security
is authenticated, the Security shall nevertheless be valid.


The Trustee, at the expense of the Company, may
appoint an authenticating agent (the “Authenticating Agent”) to authenticate
Securities (other than coupons).  The
Authenticating Agent may authenticate Securities whenever the Trustee may do
so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such Authenticating
Agent.


A Security (other
than coupons) shall not be valid until the Trustee or Authenticating Agent
manually signs the certificate of authentication on the Security.  The


 


7

















 


signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities of any
series having attached thereto appropriate coupons, if any, executed by the
Company to the Trustee for authentication together with the applicable
documents referred to below in this Section, and the Trustee shall thereupon
authenticate and make available for delivery such Securities to or upon the
written order of the Company.  In
authenticating any Securities of a series, the Trustee shall be entitled to
receive prior to the first authentication of any Securities of such series, and
shall be fully protected in relying upon, unless and until such documents have
been superseded or revoked:


(a)   any Board Resolution and/or executed
supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to
which the forms and terms of the Securities of that series were established;


(b)   an Officers’ Certificate setting forth the
form or forms and terms of the Securities, stating that the form or forms and
terms of the Securities of such series have been, or will be when established
in accordance with such procedures as shall be referred to therein, established
in compliance with this Indenture; and


(c)   an Opinion of Counsel substantially to the
effect that the form or forms and terms of the Securities of such series have
been, or will be when established in accordance with such procedures as shall
be referred to therein, established in compliance with this Indenture and that
the supplemental indenture, to the extent applicable, and the Securities have
been duly authorized and, if executed and authenticated in accordance with the
provisions of the Indenture and delivered to and duly paid for by the
purchasers thereof on the date of such opinion, would be entitled to the
benefits of the Indenture and would be valid and binding obligations of the
Company, enforceable against the Company in accordance with their respective
terms, subject to bankruptcy, insolvency, reorganization, receivership,
moratorium and other similar laws affecting creditors’ rights generally,
general principles of equity, and such other matters as shall be specified
therein.


If the Company shall establish pursuant to Section
2.03 that the Securities of a series or a portion thereof are to be issued in
the form of one or more Registered Global Securities, then the Company shall
execute and the Trustee shall authenticate and make available for delivery one
or more Registered Global Securities that (i) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of all of the
Securities of such series issued in such form and not yet canceled, (ii) shall
be registered in the name of the Depositary for such Registered Global Security
or Securities or the nominee of such Depositary, (iii) shall be delivered by
the Trustee to such Depositary or its custodian or pursuant to such
Depositary’s instructions and (iv) shall bear a legend substantially to
the following effect:


“Unless and until it is exchanged in whole or in part
for Securities in definitive registered form, this Security may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or 


 


8

















 


another nominee of the Depositary or by the Depositary
or any such nominee to a successor Depositary or a nominee of such successor
Depositary.”


Section 2.03.  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 and each such series shall rank junior in
right of payment, to the extent provided herein or in one or more indentures
supplemental hereto, to all Senior Indebtedness.  There shall be established in or pursuant to
a Board Resolution or one or more indentures supplemental hereto, prior to the
initial issuance of Securities of any series (subject to the last sentence of
this Section 2.03):


(a)   the designation of the Securities of the
series, which shall distinguish the Securities of the series from the
Securities of all other series;


(b)   any limit upon the aggregate principal amount
of the Securities of the series that may be authenticated and delivered under
this Indenture and any limitation on the ability of the Company to increase
such aggregate principal amount after the initial issuance of the Securities of
that series (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, or upon
redemption of, other Securities of the series pursuant hereto);


(c)   the date or dates on which the Principal of
the Securities of the series is payable (which date or dates may be fixed or
are subject to extension);


(d)   the rate or rates (which may be fixed or
variable) per annum at which the Securities of the series shall bear interest,
if any, the date or dates from which such interest shall accrue, on which such
interest shall be payable and (in the case of Registered Securities) on which a
record shall be taken for the determination of Holders to whom interest is
payable and/or the method by which such rate or rates or date or dates shall be
determined;


(e)   if other than as provided in Section 4.02,
the place or places where the Principal of and any interest on Securities of
the series shall be payable, any Registered Securities of the series may be
surrendered for exchange, notices, demands to or upon the Company in respect of
the Securities of the series and this Indenture may be served and notice to
Holders may be published;


(f)    the right, if any, of the Company to redeem
Securities of the series, in whole or in part, at its option and the period or
periods within which, the price or prices at which and any terms and conditions
upon which Securities of the series may be so redeemed, pursuant to any sinking
fund or otherwise;


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


 


9

















 


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


(i)    if other than the entire principal amount
thereof, the portion of the principal amount of Securities of the series which
shall be payable upon declaration of acceleration of the maturity thereof;


(j)    if other than the coin or currency in which
the Securities of the series are denominated, the coin or currency in which
payment of the Principal of or interest on the Securities of the series shall
be payable or if the amount of payments of Principal of and/or interest on the
Securities of the series may be determined with reference to an index based on
a coin or currency other than that in which the Securities of the series are
denominated, the manner in which such amounts shall be determined;


(k)   if payment of the Principal of and interest
on the Securities of the series shall be payable in currency or currencies
other than the currency of the United States, the manner in which any such
currency shall be valued against other currencies in which any other Securities
shall be payable;


(l)    whether the Securities of the series or any
portion thereof will be issuable as Registered Securities (and if so, whether
such Securities will be issuable as Registered Global Securities) or
Unregistered Securities (with or without coupons), or any combination of the
foregoing, any restrictions applicable to the offer, sale or delivery of
Unregistered Securities or the payment of interest thereon and, if other than
as provided herein, the terms upon which Unregistered Securities of any series
may be exchanged for Registered Securities of such series and vice versa;


(m)   whether and under what circumstances the
Company will pay additional amounts on the Securities in respect of any tax,
assessment or governmental charge withheld or deducted and, if so, whether the
Company will have the option to redeem such Securities rather than pay such
additional amounts;


(n)   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, the form and terms of such
certificates, documents or conditions;


(o)   any trustees, depositaries, authenticating or
paying agents, transfer agents or the registrar or any other agents with
respect to the Securities of the series;


(p)   provisions, if any, for the defeasance of the
Securities of the series (including provisions permitting defeasance of less
than all Securities of the series), which provisions may be in addition to, in
substitution for, or in modification of (or any combination of the foregoing)
the provisions of Article 8;


(q)   if the
Securities of the series are issuable in whole or in part as one or more
Registered Global Securities, the identity of the Depositary for such
Registered Global Security or Securities;


 


10














 


(r)    any other events of default or covenants
with respect to the Securities of the series;


(s)   whether and under what circumstances the
Holders may or are required to convert or exchange the Securities into or for
other securities of the Company or of another entity, and if so, the terms
relating to such conversion or exchange; and


(t)    any other terms of the Securities of the
series (which terms shall not be inconsistent with the provisions of this
Indenture).


All Securities of any one series and coupons, if any,
appertaining thereto shall be substantially identical, except in the case of
Registered Securities as to date and denomination, except in the case of any
Periodic Offering and except as may otherwise be provided by or pursuant to the
Board Resolution referred to above or as set forth in any such indenture
supplemental hereto.  All Securities of
any one series need not be issued at the same time and may be issued from time
to time, consistent with the terms of this Indenture, if so provided by or pursuant
to such Board Resolution or in any such indenture supplemental hereto and any
forms and terms of Securities to be issued from time to time may be completed
and established from time to time prior to the issuance thereof by procedures
described in such Board Resolution or supplemental indenture.


Section 2.04.  Denomination
and Date of Securities; Payments of Interest.  The Securities of each series shall be
issuable as Registered Securities or Unregistered Securities in denominations
established as contemplated by Section 2.03 or, if not so established with
respect to Securities of any series, in denominations of $1,000 and any
integral multiple thereof.


The Securities of each series shall be numbered,
lettered or otherwise distinguished in such manner or in accordance with such
plan as the Authorized Persons of the Company executing the same may determine,
as evidenced by their execution thereof.


Each Security shall be dated the date of its
authentication.  The Securities of each
series shall bear interest, if any, from the date, and such interest shall be
payable on the dates, established as contemplated by Section 2.03.


The person in
whose name any Registered Security of any series is registered at the close of
business on any record date applicable to a particular series with respect to
any interest payment date for such series shall be entitled to receive the
interest, if any, payable on such interest payment date notwithstanding any
transfer or exchange of such Registered Security subsequent to the record date
and prior to such interest payment date, except if and to the extent the
Company shall default in the payment of the interest due on such interest
payment date for such series, in which case the provisions of Section 2.13
shall apply.  The term “record date” as
used with respect to any interest payment date (except a date for payment of
defaulted interest) for the Securities of any series shall mean the date
specified as such in the terms of the Registered Securities of such series
established as contemplated by Section 2.03, or, if no such date is so
established, the fifteenth day next preceding such interest payment date,
whether or not such record date is a Business Day.


 


11

















 


Section 2.05.  Registrar
and Paying Agent; Agents Generally. 
The Company shall maintain an office or agency where Securities may be
presented for registration, registration of transfer or exchange (the
“Registrar”) and an office or agency where Securities may be presented for
payment (the “Paying Agent”), which shall be in the Borough of Manhattan, The
City of New York.  The Company shall
cause the Registrar to keep a register of the Registered Securities and of
their registration, transfer and exchange (the “Security Register”).  The Company may have one or more additional
Paying Agents or transfer agents with respect to any series.


The Company shall enter into an appropriate agency
agreement with any Agent that is not a party to this Indenture.  The agreement shall implement the provisions
of this Indenture and the Trust Indenture Act that relate to such Agent.  The Company shall give prompt written notice
to the Trustee of the name and address of any Agent and any change in the name
or address of an Agent.  If the Company
fails to maintain a Registrar or Paying Agent, the Trustee shall act as
such.  The Company may remove any Agent
upon written notice to such Agent and the Trustee; provided that no such
removal shall become effective until (i) the acceptance of an appointment by a
successor Agent to such Agent as evidenced by an appropriate agency agreement
entered into by the Company and such successor Agent and delivered to the
Trustee or (ii) notification to the Trustee that the Trustee shall serve as
such Agent until the appointment of a successor Agent in accordance with clause
(i) of this proviso.  The Company or any
affiliate of the Company may act as Paying Agent or Registrar; provided
that neither the Company nor an affiliate of the Company shall act as Paying
Agent in connection with the defeasance of the Securities or the discharge of
this Indenture under Article 8.


The Company initially appoints the Trustee as
Registrar, Paying Agent and Authenticating Agent.  If, at any time, the Trustee is not the
Registrar, the Registrar shall make available to the Trustee ten days prior to
each interest payment date and at such other times as the Trustee may
reasonably request the names and addresses of the Holders as they appear in the
Security Register.


Section 2.06.  Paying Agent to Hold Money
in Trust.  Not later than 10:00 a.m.,
New York City time, on each due date of any Principal or interest on any
Securities, the Company shall deposit with the Paying Agent money in
immediately available funds sufficient to pay such Principal or interest.  The Company shall require each Paying Agent
other than the Trustee to agree in writing that such Paying Agent shall hold in
trust for the benefit of the Holders of such Securities or the Trustee all
money held by the Paying Agent for the payment of Principal of and interest on
such Securities and shall promptly notify the Trustee in writing of any default
by the Company in making any such payment. 
The Company at any time may require a Paying Agent to pay all money held
by it to the Trustee and account for any funds disbursed, and the Trustee may
at any time during the continuance of any payment default, upon written request
to a Paying Agent, require such Paying Agent to pay all money held by it to the
Trustee and to account for any funds disbursed. 
Upon doing so, the Paying Agent shall have no further liability for the
money so paid over to the Trustee.  If
the Company or any affiliate of the Company acts as Paying Agent, it will, on
or before each due date of any Principal of or interest on any Securities,
segregate and hold in a separate trust fund for the benefit of the Holders
thereof a sum of money sufficient to pay such Principal or interest so becoming
due until such sum of money shall be paid to such Holders or otherwise disposed
of as provided in this


 


12

















 


Indenture, and will promptly notify the Trustee in
writing of its action or failure to act as required by this Section.


Section 2.07.  Transfer
and Exchange.  Unregistered Securities
(except for any temporary global Unregistered Securities) and coupons (except
for coupons attached to any temporary global Unregistered Securities) shall be
transferable by delivery.


At the option of the Holder thereof, Registered
Securities of any series (other than a Registered Global Security, except as
set forth below) may be exchanged for a Registered Security or Registered
Securities of such series and tenor having authorized denominations and an
equal aggregate principal amount, upon surrender of such Registered Securities
to be exchanged at the agency of the Company that shall be maintained for such
purpose in accordance with Section 2.05 and upon payment, if the Company shall
so require, of the charges hereinafter provided.  If the Securities of any series are issued in
both registered and unregistered form, except as otherwise established pursuant
to Section 2.03, at the option of the Holder thereof, Unregistered Securities
of any series may be exchanged for Registered Securities of such series and
tenor having authorized denominations and an equal aggregate principal amount,
upon surrender of such Unregistered Securities to be exchanged at the agency of
the Company that shall be maintained for such purpose in accordance with
Section 4.02, with, in the case of Unregistered Securities that have coupons
attached, all unmatured coupons and all matured coupons in default thereto
appertaining, and upon payment, if the Company shall so require, of the charges
hereinafter provided.


At the option of the Holder thereof, if Unregistered
Securities of any series, maturity date, interest rate and original issue date
are issued in more than one authorized denomination, except as otherwise
established pursuant to Section 2.03, such Unregistered Securities may be exchanged
for Unregistered Securities of such series and tenor having authorized
denominations and an equal aggregate principal amount, upon surrender of such
Unregistered Securities to be exchanged at the agency of the Company that shall
be maintained for such purpose in accordance with Section 4.02, with, in the
case of Unregistered Securities that have coupons attached, all unmatured
coupons and all matured coupons in default thereto appertaining, and upon
payment, if the Company shall so require, of the charges hereinafter
provided.  Registered Securities of any
series may not be exchanged for Unregistered Securities of such series.


Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and make
available for delivery, the Securities which the Holder making the exchange is
entitled to receive.


All Registered Securities presented for registration
of transfer, exchange, redemption or payment shall be duly endorsed by, or be
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and the Trustee duly executed by, the holder or his
attorney duly authorized in writing.


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 exchange or registration of
transfer of Securities.  No service
charge shall be made for any such transaction.


 


13

















 


Notwithstanding any other provision of this Section
2.07, unless and until it is exchanged in whole or in part for Securities in
definitive registered form, a Registered Global Security representing all or a
portion of the Securities of a series may not be transferred except as a whole
by the Depositary for such series to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
for such series or a nominee of such successor Depositary.


If at any time the Depositary for any Registered
Global Securities of any series notifies the Company that it is unwilling or
unable to continue as Depositary for such Registered Global Securities or if at
any time the Depositary for such Registered Global Securities shall no longer
be eligible under applicable law, the Company shall appoint a successor
Depositary eligible under applicable law with respect to such Registered Global
Securities.  If a successor Depositary
eligible under applicable law for such Registered Global Securities is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company will execute, and the
Trustee, upon receipt of the Company’s order for the authentication and
delivery of definitive Registered Securities of such series and tenor, will
authenticate and make available for delivery Registered Securities of such
series and tenor, in any authorized denominations, in an aggregate principal amount
equal to the principal amount of such Registered Global Securities, in exchange
for such Registered Global Securities.


The Company may at any time and in its sole discretion
determine that any Registered Global Securities of any series shall no longer
be maintained in global form.  In such
event and subject to the procedures of the Depositary the Company will execute,
and the Trustee, upon receipt of the Company’s order for the authentication and
delivery of definitive Registered Securities of such series and tenor, will
authenticate and make available for delivery, Registered Securities of such
series and tenor in any authorized denominations, in an aggregate principal
amount equal to the principal amount of such Registered Global Securities, in
exchange for such Registered Global Securities.


Any time the Registered Securities of any series are
not in the form of Registered Global Securities pursuant to the preceding two
paragraphs, the Company agrees to supply the Trustee with a reasonable supply
of certificated Registered Securities without the legend required by Section
2.02 and the Trustee agrees to hold such Registered Securities in safekeeping
until authenticated and delivered pursuant to the terms of this Indenture.


If established by the Company pursuant to Section 2.03
with respect to any Registered Global Security, the Depositary for such
Registered Global Security may surrender such Registered Global Security in
exchange in whole or in part for Registered Securities of the same series and
tenor in definitive registered form on such terms as are acceptable to the
Company and such Depositary.  Thereupon,
the Company shall execute, and the Trustee shall authenticate and make
available for delivery, without service charge,


(i)  to the Person specified by such Depositary
new Registered Securities of the same series and tenor, of any authorized
denominations as requested by such Person, in an aggregate principal amount
equal to and in exchange for such Person’s beneficial interest in the
Registered Global Security; and


 


14

















 


(ii)  to such
Depositary a new Registered Global Security in a denomination equal to the
difference, if any, between the principal amount of the surrendered Registered
Global Security and the aggregate principal amount of Registered Securities
authenticated and delivered pursuant to clause (i) above.


Registered Securities issued in exchange for a
Registered Global Security pursuant to this Section 2.07 shall be registered in
such names and in such authorized denominations as the Depositary for such
Registered Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee or an agent of
the Company or the Trustee in writing. 
The Trustee or such agent shall deliver such Securities to or as
directed in writing by the Persons in whose names such Securities are so
registered.


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


Notwithstanding anything herein or in the forms or
terms of any Securities to the contrary, none of the Company, the Trustee or
any agent of the Company or the Trustee shall be required to exchange any
Unregistered Security for a Registered Security if such exchange would result
in adverse Federal income tax consequences to the Company (such as, for
example, the imposition of any excise tax on the Company) under then applicable
United States Federal income tax laws. 
The Trustee and any such agent shall be entitled to rely conclusively on
an Officers’ Certificate or an Opinion of Counsel in determining such result.


The Registrar shall not be required (i) to issue,
authenticate, register the transfer of or exchange Securities of any series for
a period of 15 days before a selection of such Securities to be redeemed or
(ii) to register the transfer of or exchange any Security selected for
redemption in whole or in part.


Section 2.08.  Replacement
Securities.  If a defaced or
mutilated Security of any series is surrendered to the Trustee or if a Holder
claims that its Security of any series has been lost, destroyed or wrongfully
taken and presents to the Trustee, the Company and any Agent evidence to their
satisfaction of the loss, destruction or wrongful taking of such Security, the
Company shall issue and the Trustee shall authenticate a replacement Security
of such series and tenor and principal amount bearing a number not
contemporaneously outstanding.  An
indemnity bond must be furnished that is sufficient in the judgment of both the
Trustee and the Company to protect the Company, the Trustee and any Agent from
any loss that any of them may suffer if a Security is replaced.  The Company may charge such Holder for its
expenses and the expenses of the Trustee (including without limitation
attorneys’ fees and expenses) in replacing a Security.  In case any such mutilated, defaced, lost,
destroyed or wrongfully taken Security has become or is about to become due and
payable, the Company in its discretion may pay such Security instead of issuing
a new Security in replacement thereof.


Every replacement
Security is an additional obligation of the Company and shall be entitled to
the benefits of this Indenture equally and proportionately with any and all
other Securities of such series duly authenticated and delivered hereunder.


 


15

















 


To the extent permitted by law, the foregoing
provisions of this Section are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or wrongfully taken Securities.


Section 2.09.  Outstanding
Securities.  Securities outstanding
at any time are all Securities that have been authenticated by the Trustee
except for those Securities canceled by it, those Securities delivered to it
for cancellation, those paid pursuant to Section 2.08 and those Securities
described in this Section as not outstanding.


If a Security is replaced pursuant to Section 2.08, it
ceases to be outstanding unless and until the Trustee and the Company receive
proof satisfactory to them that the replaced Security is held by a holder in
due course.


If the Paying Agent (other than the Company or an
affiliate of the Company) holds on the maturity date or any redemption date or
date for repurchase of the Securities money sufficient to pay Securities
payable or to be redeemed or repurchased on such date, then on and after such
date such Securities shall cease to be outstanding and interest on them shall
cease to accrue.


A Security does not cease to be outstanding because
the Company or one of its affiliates holds such Security, provided, however,
that, in determining whether the Holders of the requisite principal amount of
the outstanding Securities shall have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Securities owned by the Company
or any affiliate of the Company shall be disregarded and deemed not to be
outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities as to which a Responsible Officer of the
Trustee has received written notice to be so owned shall be so
disregarded.  Any Securities so owned
which are pledged by the Company, or by any affiliate of the Company, as
security for loans or other obligations, otherwise than to another such affiliate
of the Company, shall be deemed to be outstanding, if the pledgee is entitled
pursuant to the terms of its pledge agreement and is free to exercise in its
discretion the right to vote such securities, uncontrolled by the Company or by
any such affiliate.


Section 2.10.  Temporary Securities.  Until definitive Securities of any series are
ready for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities of such series. 
Temporary Securities of any series shall be substantially in the form of
definitive Securities of such series but may have insertions, substitutions,
omissions and other variations determined to be appropriate by the Authorized
Persons executing the temporary Securities, as evidenced by their execution of
such temporary Securities.  If temporary
Securities of any series are issued, the Company will 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 shall be
exchangeable for definitive Securities of such series and tenor upon surrender
of such temporary Securities at the office or agency of the Company designated
for such purpose pursuant to Section 4.02, without charge to the Holder.  Upon surrender for cancellation of any one or
more temporary Securities of any series the Company shall execute and the
Trustee shall authenticate and make available for delivery in exchange therefor
a like principal amount of definitive Securities of such series and tenor and


 


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authorized denominations.  Until so exchanged, the temporary Securities
of any series shall be entitled to the same benefits under this Indenture as
definitive Securities of such series.


Section 2.11.  Cancellation.  The Company at any time may deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold.  The Registrar, any transfer agent and the
Paying Agent shall forward to the Trustee any Securities surrendered to them
for transfer, exchange or payment.  The
Trustee shall cancel all Securities surrendered for transfer, exchange, payment
or cancellation and shall deliver such canceled Securities to the Company.  The Company may not issue new Securities to
replace Securities it has paid in full or delivered to the Trustee for
cancellation.


Section 2.12.  CUSIP
Numbers.  The Company in issuing the
Securities may use “CUSIP” and “CINS” numbers (if then generally in use), and
the Trustee shall use CUSIP numbers or CINS numbers, as the case may be, in
notices of redemption or exchange as a convenience to Holders and no
representation shall be made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of redemption or
exchange.


Section 2.13.  Defaulted
Interest.  If the Company defaults in
a payment of interest on the Securities, it shall pay, or shall deposit with
the Paying Agent money in immediately available funds sufficient to pay, the
defaulted interest plus (to the extent lawful) any interest payable on the
defaulted interest (as may be specified in the terms thereof, established
pursuant to Section 2.03) to the Persons who are Holders on a subsequent
special record date, which shall mean the 15th day next preceding the date fixed
by the Company for the payment of defaulted interest, whether or not such day
is a Business Day.  At least 15 days
before such special record date, the Company shall mail to each Holder and to
the Trustee a notice that states the special record date, the payment date and
the amount of defaulted interest to be paid.


Section 2.14.  Series May Include
Tranches.  A series of Securities may
include one or more tranches (each a “tranche”) of Securities, including
Securities issued in a Periodic Offering. 
The Securities of different tranches may have one or more different
terms, including authentication dates and public offering prices, but all the
Securities within each such tranche shall have identical terms, including
authentication date and public offering price. 
Notwithstanding any other provision of this Indenture, with respect to
Sections 2.02 (other than the fourth paragraph thereof) through 2.04, 2.07,
2.08, 2.10, 3.01 through 3.05, 4.02, 6.01 through 6.14, 8.01 through 8.05 and
9.02, if any series of Securities includes more than one tranche, all
provisions of such sections applicable to any series of Securities shall be
deemed equally applicable to each tranche of any series of Securities in the
same manner as though originally designated a series unless otherwise provided
with respect to such series or tranche pursuant to Section 2.03.  In particular, and without limiting the scope
of the next preceding sentence, any of the provisions of such sections which
provide for or permit action to be taken with respect to a series of Securities
shall also be deemed to provide for and permit such action to be taken instead
only with respect to Securities of one or more tranches within that series (and


 


17

















 


such provisions shall be deemed satisfied thereby),
even if no comparable action is taken with respect to Securities in the
remaining tranches of that series.


Section 2.15.  Computation
of Interest.  Except as otherwise
specified pursuant to Section 2.03 for Securities of any series, interest on
the Securities of each series shall be computed on the basis of a 360-day year
of twelve 30-day months.


Section 2.16.  ERISA.  No Securities may be sold or otherwise
transferred unless the purchaser or transferee of such Securities represents,
or is deemed to represent, that on each day from the date of acquisition
through and including the date of disposition either (i) it is not an employee
benefit plan or other plan subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code
of 1986, as amended, a governmental or other plan subject to substantially
similar federal, state or local law (“Similar Law”), an entity whose underlying
assets include “plan assets” by reason of any such plan’s investment in the
entity or otherwise (each, a “Plan”) or acting on behalf of or investing the
assets of any such Plan or (ii) it is eligible for the exemptive relief
available under Prohibited Transaction Class Exemption 96-23, 95-60, 91-38,
90-1 or 84-14 (or similar exemption from Similar Law) with respect to the
acquisition, holding and disposition of the Securities.  Any such representation or deemed
representation may be evidenced by a representation or deemed representation
contained in a legend on the Securities in the form approved by the Company.


ARTICLE 3


REDEMPTION


Section 3.01.  Applicability
of Article.  The provisions of this
Article shall be applicable to the Securities of any series which are
redeemable before their maturity or to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section
2.03 for Securities of such series.


Section 3.02.  Notice of Redemption;
Partial Redemptions.  Notice of
redemption to the Holders of Registered Securities of any series to be redeemed
as a whole or in part at the option of the Company shall be given by mailing
notice of such redemption by first class mail, postage prepaid, at least 30
days and not more than 60 days prior to the date fixed for redemption to such
Holders of Registered Securities of such series at their last addresses as they
shall appear upon the Security Register of the Company.  Notice of redemption to the Holders of
Unregistered Securities of any series to be redeemed as a whole or in part, who
have filed their names and addresses with the Trustee pursuant to Section
313(c)(2) of the Trust Indenture Act, shall be given by mailing notice of such
redemption, by first class mail, postage prepaid, at least 30 days and not more
than 60 days prior to the date fixed for redemption, to such Holders at such
addresses as were so furnished to the Trustee (and, in the case of any such
notice given by the Company, the Trustee shall make such information available
to the Company for such purpose).  Notice
of redemption to all other Holders of Unregistered Securities of any series to
be redeemed as a whole or in part shall be published in an Authorized Newspaper
in The City of New York and in an Authorized Newspaper in London, in each case,
once in each of three successive calendar weeks, the first publication to be
not less than 30 days nor more than 60 days prior to the date fixed for
redemption.  Any notice which is mailed
or published in the manner herein


 


18

















 


provided shall be conclusively presumed to have been
duly given, whether or not the Holder receives the notice.  Failure to give notice by mail, or any defect
in the notice to the Holder of any Security of a series designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security of such series.


The notice of redemption to each such Holder shall
specify the principal amount of each Security of such series held by such
Holder to be redeemed, the CUSIP and CINS numbers of the Securities to be
redeemed, the date fixed for redemption, the redemption price (or if not then
ascertainable the manner of calculation thereof), the place or places of payment,
that payment will be made upon presentation and surrender of such Securities
and, in the case of Securities with coupons attached thereto, of all coupons
appertaining thereto maturing after the date fixed for redemption, that such
redemption is pursuant to the mandatory or optional sinking fund, or both, if
such be the case, that interest accrued to the date fixed for redemption will
be paid as specified in such notice and that on and after said date interest
thereon or on the portions thereof to be redeemed will cease to accrue.  In case any Security of a series is to be
redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
date fixed for redemption, upon surrender of such Security, a new Security or
Securities of such series and tenor in principal amount equal to the unredeemed
portion thereof will be issued.


The notice of redemption of Securities of any series
to be redeemed at the option 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.


On or before 10:00 a.m., New York City time, on the
redemption date specified in the notice of redemption given as provided in this
Section, the Company will deposit with the Trustee or with one or more Paying
Agents (or, if the Company is acting as its own Paying Agent, set aside,
segregate and hold in trust as provided in Section 2.06) an amount of money
sufficient to redeem on the redemption date all the Securities of such series
so called for redemption at the appropriate redemption price, together with
accrued interest to the date fixed for redemption.  If all of the outstanding Securities of a
series are to be redeemed, the Company will deliver to the Trustee at least 10
days prior to the last date on which notice of redemption may be given to
Holders pursuant to the first paragraph of this Section 3.02 (or such shorter
period as shall be acceptable to the Trustee) an Officers’ Certificate stating
that all such Securities are to be redeemed.


If less than all
the outstanding Securities of a series are to be redeemed, the Company will
deliver to the Trustee at least 15 days prior to the last date on which notice
of redemption may be given to Holders pursuant to the first paragraph of this
Section 3.02 (or such shorter period as shall be acceptable to the Trustee) an
Officers’ Certificate stating the aggregate principal amount of such Securities
to be redeemed.  In case of a redemption
at the election of the Company (a) prior to the expiration of any
restriction on such redemption or (b) pursuant to an election of the
Company which is subject to a condition specified in the terms of such
Securities or elsewhere in this Indenture, the Company shall deliver to the
Trustee, prior to the giving of any notice of redemption to Holders pursuant to
this Section, an Officers’ Certificate stating that such redemption is not
prohibited by such restriction or that such condition has been complied with.  If less than all the Securities of a series
are to be redeemed, the Trustee shall


 


19

















 


select, pro rata, by lot
or in such manner as it shall deem appropriate and fair, Securities of such
series to be redeemed in whole or in part. 
Securities may be redeemed in part in multiples equal to the minimum
authorized denomination for Securities of such series or any multiple
thereof.  The Trustee shall promptly
notify the Company in writing of the Securities of such series selected for
redemption and, in the case of any Securities of such series 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 Security redeemed or to be redeemed
only in part, to the portion of the principal amount of such Security which has
been or is to be redeemed.


Section 3.03.  Payment
of Securities Called for Redemption. 
If notice of redemption has been given as above provided, the Securities
or portions of Securities specified in such notice shall become due and payable
on the date and at the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption, and on
and after such date (unless the Company shall default in the payment of such
Securities at the redemption price, together with interest accrued to such
date) interest on the Securities or portions of Securities so called for
redemption shall cease to accrue, and the unmatured coupons, if any,
appertaining thereto shall be void and, except as provided in Sections 7.11 and
8.04, such Securities shall cease from and after the date fixed for redemption
to be entitled to any benefit under this Indenture, and the Holders thereof
shall have no right in respect of such Securities except the right to receive
the redemption price thereof and unpaid interest to the date fixed for
redemption.


On presentation and surrender of such Securities at a
place of payment specified in said notice, together with all coupons, if any,
appertaining thereto maturing after the date fixed for redemption, said
Securities or the specified portions thereof shall be paid and redeemed by the
Company at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption; provided that payment of
interest becoming due on or prior to the date fixed for redemption shall be
payable in the case of Securities with coupons attached thereto, to the Holders
of the coupons for such interest upon surrender thereof, and in the case of
Registered Securities, to the Holders of such Registered Securities registered
as such on the relevant record date subject to the terms and provisions of
Sections 2.04 and 2.13 hereof.  If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the Principal shall, until paid or duly provided for, bear interest
from the date fixed for redemption at the rate of interest or Yield to Maturity
(in the case of an Original Issue Discount Security) borne by such Security.


If any Security with coupons attached thereto is
surrendered for redemption and is not accompanied by all appurtenant coupons
maturing after the date fixed for redemption, the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee, if there be
furnished to each of them such security or indemnity as they may require to
save each of them harmless.


Upon presentation
of any Security of any series redeemed in part only, the Company shall execute
and the Trustee shall authenticate and make available for delivery to or on the
order of the Holder thereof, at the expense of the Company, a new Security or
Securities


 


20














 


of such series and tenor
(with any unmatured coupons attached), of authorized denominations, in
principal amount equal to the unredeemed portion of the Security so presented.


Section 3.04.  Exclusion
of Certain Securities from Eligibility for Selection for Redemption.  Securities shall be excluded from eligibility
for selection for redemption if they are identified by registration and
certificate number in a written statement signed by an Authorized Person of the
Company and delivered to the Trustee at least 60 days prior to the last date on
which notice of redemption may be given as being owned of record and
beneficially by, and not pledged or hypothecated by either (a) the Company or
(b) an entity specifically identified in such written statement as directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company.


Section 3.05.  Mandatory
and Optional Sinking Funds.  The
minimum amount of any sinking fund payment provided for by the terms of the
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 the Securities of any series is herein referred to as an “optional
sinking fund payment.” The date on which a sinking fund payment is to be made
is herein referred to as the “sinking fund payment date.”


In lieu of making all or any part of any mandatory
sinking fund payment with respect to any series of Securities in cash, the
Company may at its option (a) deliver to the Trustee Securities of such series
theretofore purchased or otherwise acquired (except through a mandatory sinking
fund payment) by the Company or receive credit for Securities of such series
(not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Company and delivered to the Trustee for
cancellation pursuant to Section 2.11, (b) receive credit for optional sinking
fund payments (not previously so credited) made pursuant to this Section, or
(c) receive credit for Securities of such series (not previously so credited)
redeemed by the Company through any optional sinking fund payment.  Securities so delivered or credited shall be
received or credited by the Trustee at the sinking fund redemption price specified
in such Securities.


On or before the
sixtieth day next preceding each sinking fund payment date for any series, or
such shorter period as shall be acceptable to the Trustee, the Company will
deliver to the Trustee an Officers’ Certificate (a) specifying the portion of
the mandatory sinking fund payment to be satisfied by payment of cash and the
portion to be satisfied by credit of specified Securities of such series and
the basis for such credit, (b) stating that none of the specified Securities of
such series has theretofore been so credited, (c) stating that no defaults in
the payment of interest or Events of Default with respect to such series have
occurred (which have not been waived or cured) and are continuing and (d)
stating whether or not the Company intends to exercise its right to make an
optional sinking fund payment with respect to such series and, if so,
specifying the amount of such optional sinking fund payment which the Company
intends to pay on or before the next succeeding sinking fund payment date.  Any Securities of such series to be credited
and required to be delivered to the Trustee in order for the Company to be
entitled to credit therefor as aforesaid which have not theretofore been delivered
to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to
the Trustee with such Officers’ Certificate (or reasonably promptly thereafter
if acceptable to the Trustee).  Such
Officers’ Certificate shall be irrevocable and, upon its receipt by the
Trustee, the Company shall become unconditionally


 


21

















 


obligated to make all the
cash payments or delivery of Securities therein referred to, if any, on or
before the next succeeding sinking fund payment date.  Failure of the Company, on or before any such
sixtieth day, to deliver such Officers’ Certificate and Securities specified in
this paragraph, if any, shall not constitute a default but shall constitute, on
and as of such date, the irrevocable election of the Company (i) that the
mandatory sinking fund payment for such series due on the next succeeding
sinking fund payment date shall be paid entirely in cash without the option to
deliver or credit Securities of such series in respect thereof and (ii) that
the Company will make no optional sinking fund payment with respect to such
series as provided in this Section.


If the sinking fund payment or payments (mandatory or
optional or both) to be made in cash on the next succeeding sinking fund
payment date plus any unused balance of any preceding sinking fund payments
made in cash shall exceed $50,000 (or a lesser sum if the Company shall so
request with respect to the Securities of any series), such cash shall be
applied on the next succeeding sinking fund payment date to the redemption of
Securities of such series at the sinking fund redemption price thereof together
with accrued interest thereon to the date fixed for redemption.  If such amount shall be $50,000 (or such
lesser sum) or less and the Company makes no such request then it shall be
carried over until a sum in excess of $50,000 (or such lesser sum) is
available.  The Trustee shall select, in
the manner provided in Section 3.02, for redemption on such sinking fund
payment date a sufficient principal amount of Securities of such series to
absorb said cash, as nearly as may be, and shall (if requested in writing by
the Company) inform the Company of the serial numbers of the Securities of such
series (or portions thereof) so selected. 
Securities shall be excluded from eligibility for redemption under this
Section if they are identified by registration and certificate number in an
Officers’ Certificate delivered to the Trustee at least 60 days prior to the
sinking fund payment date as being owned of record and beneficially by, and not
pledged or hypothecated by either (a) the Company or (b) an entity specifically
identified in such Officers’ Certificate as directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company.  The Trustee, in the name and at the expense
of the Company (or the Company, if it shall so request the Trustee in writing)
shall cause notice of redemption of the Securities of such series to be given
in substantially the manner provided in Section 3.02 (and with the effect
provided in Section 3.03) for the redemption of Securities of such series in
part at the option of the Company.  The
amount of any sinking fund payments not so applied or allocated to the
redemption of Securities of such series shall be added to the next cash sinking
fund payment for such series and, together with such payment, shall be applied
in accordance with the provisions of this Section.  Any and all sinking fund moneys held on the
stated maturity date of the Securities of any particular series (or earlier, if
such maturity is accelerated), which are not held for the payment or redemption
of particular Securities of such series shall be applied, together with other
moneys, if necessary, sufficient for the purpose, to the payment of the Principal
of, and interest on, the Securities of such series at maturity.


On or before 10:00
a.m., New York City time, on each sinking fund payment date, the Company shall
pay to the Trustee in cash or shall otherwise provide for the payment of all
interest accrued to the date fixed for redemption on Securities to be redeemed
on the next following sinking fund payment date.  The Trustee shall not redeem or cause to be
redeemed any Securities of a series with sinking fund moneys or mail any notice
of redemption of Securities of such series by operation of the sinking fund
during the continuance of a Default in payment of interest on such Securities
or of any Event of Default except that, where the mailing of notice of


 


22

















 


redemption of any
Securities shall theretofore have been made, the Trustee shall redeem or cause
to be redeemed such Securities, provided that it shall have received
from the Company a sum sufficient for such redemption.  Except as aforesaid, any moneys in the
sinking fund for such series at the time when any such Default or Event of
Default shall occur, and any moneys thereafter paid into the sinking fund,
shall, during the continuance of such default or Event of Default, be deemed to
have been collected under Article 6 and held for the payment of all such
Securities.  In case such Event of
Default shall have been waived as provided in Section 6.04 or the Default cured
on or before the sixtieth day preceding the sinking fund payment date in any year,
such moneys shall thereafter be applied on the next succeeding sinking fund
payment date in accordance with this Section to the redemption of such
Securities.


ARTICLE 4



COVENANTS


Section 4.01.  Payment
of Securities.  The Company shall pay
the Principal of and interest on the Securities on the dates and in the manner
provided in the Securities and this Indenture. 
The interest on Securities with coupons attached (together with any
additional amounts payable pursuant to the terms of such Securities) shall be
payable only upon presentation and surrender of the several coupons for such
interest installments as are evidenced thereby as they severally mature.  The interest on any temporary Unregistered
Securities (together with any additional amounts payable pursuant to the terms
of such Securities) shall be paid, as to the installments of interest evidenced
by coupons attached thereto, if any, only upon presentation and surrender
thereof, and, as to the other installments of interest, if any, only upon presentation
of such Unregistered Securities for notation thereon of the payment of such
interest.  The interest on Registered
Securities (together with any additional amounts payable pursuant to the terms
of such Securities) shall be payable only to the Holders thereof and at the
option of the Company may be paid by mailing checks for such interest payable
to or upon the written order of such Holders at their last addresses as they
appear on the Security Register of the Company.


Notwithstanding
any provisions of this Indenture and the Securities of any series to the
contrary, if the Company and a Holder of any Registered Security so agree or if
expressly provided pursuant to Section 2.03, payments of interest on, and any
portion of the Principal of, such Holder’s Registered Security (other than
interest payable at maturity or on any redemption or repayment date or the
final payment of Principal on such Security) shall be made by the Paying Agent,
upon receipt from the Company of immediately available funds by 11:00 a.m., New
York City time (or such other time as may be agreed to between the Company and
the Paying Agent), directly to the Holder of such Security (by Federal funds
wire transfer or otherwise) if the Holder has delivered written instructions to
the Trustee 15 days prior to such payment date requesting that such payment
will be so made and designating the bank account to which such payments shall
be so made and in the case of payments of Principal surrenders the same to the
Trustee in exchange for a Security or Securities aggregating the same principal
amount as the unredeemed principal amount of the Securities surrendered.  The Trustee shall be entitled to rely on the
last instruction delivered by the Holder pursuant to this Section 4.01 unless a
new instruction is delivered 15 days prior to a payment date.  The Company will indemnify and hold each of
the Trustee and any Paying Agent harmless against any loss, liability or
expense (including attorneys’ fees) resulting from any act or omission to act
on the part of the Company


 


23

















 


or any such Holder in
connection with any such agreement or from making any payment in accordance
with any such agreement.


The Company shall pay interest on overdue Principal,
and interest on overdue installments of interest, to the extent lawful, at the
rate per annum specified in the Securities.


Section 4.02.  Maintenance
of Office or Agency.  The Company
will maintain in the Borough of Manhattan, The City of New York, an office or
agency where Securities may be surrendered for registration of transfer or
exchange or for presentation for payment and where notices and demands to or
upon the Company in respect of the Securities and this Indenture may be served.  The Company hereby initially designates the
Corporate Trust Office of the Trustee, located in the Borough of Manhattan, The
City of New York, as such office or agency of the Company.  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 address of the Trustee set
forth in Section 11.02.


The Company will maintain one or more agencies in a
city or cities located outside the United States (including any city in which
such an agency is required to be maintained under the rules of any stock
exchange on which the Securities of any series are listed) where the
Unregistered Securities, if any, of each series and coupons, if any,
appertaining thereto may be presented for payment.  No payment on any Unregistered Security or
coupon will be made upon presentation of the same at an agency of the Company
within the United States nor will any payment be made by transfer to an account
in, or by mail to an address in, the United States unless, pursuant to
applicable United States laws and regulations then in effect, such payment can
be made without adverse tax consequences to the Company.  Notwithstanding the foregoing, if full
payment in United States Dollars (“Dollars”) at each agency maintained by the Company
outside the United States for payment on such Unregistered Securities or
coupons appertaining thereto is illegal or effectively precluded by exchange
controls or other similar restrictions, payments in Dollars of Unregistered
Securities of any series and coupons appertaining thereto which are payable in
Dollars may be made at an agency of the Company maintained in the Borough of
Manhattan, The City of New York.


The Company may also from time to time designate one
or more other offices or agencies where the Securities of any series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an office or
agency in the Borough of Manhattan, The City of New York for such
purposes.  The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.


Section 4.03.  Certificate to Trustee.   The Company will furnish to the Trustee
annually, on or before a date not more than four months after the end of its
fiscal year (which, on the date hereof, is a calendar year), a brief
certificate (which need not contain the statements required by Section 11.04)
from its principal executive, financial or accounting officer as to his or her
knowledge of the compliance of the Company with all conditions and covenants
under this


 


24

















 


Indenture (such compliance to be determined without
regard to any period of grace or requirement of notice provided under this
Indenture) which certificate shall comply with the requirements of the Trust
Indenture Act.


Section 4.04.  Reports
by the Company.  The Company covenants
to file with the Trustee, within 15 days after the Company is required to file
the same with the Commission, copies of the annual reports and of the
information, documents and other reports which the Company may be required to
file with the Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act.  Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company’s compliance with any of the covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers’
Certificates).


Section 4.05.  Calculation
of Original Issue Discount.  The
Company shall file with the Trustee promptly at the end of each calendar year 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.


ARTICLE 5



SUCCESSOR CORPORATION


Section 5.01.  When
the Company May Merge, Etc.  The
Company shall not consolidate with, merge with or into, or sell, convey,
transfer, lease or otherwise dispose of all or substantially all of its
property and assets (as an entirety or substantially as an entirety in one
transaction or a series of related transactions) to, any Person (other than
Credit Suisse Group or any Subsidiary) or permit any Person to merge with or
into the Company unless:


(a)   either (x) the Company shall be the
continuing Person or (y) the Person (if other than the Company) formed by such
consolidation or into which the Company is merged or that acquired or leased
such property and assets of the Company shall expressly assume, by a
supplemental indenture, executed and delivered to the Trustee, all of the
obligations of the Company on all of the Securities and under this Indenture
and the Company shall have delivered to the Trustee an Opinion of Counsel
stating that such consolidation, merger or transfer and such supplemental
indenture complies with this provision and that all conditions precedent
provided for herein relating to such transaction have been complied with and
that such supplemental indenture constitutes the legal, valid and binding
obligation of the Company or such successor enforceable against such entity in
accordance with its terms, subject to customary exceptions; and


(b)   the Company
shall have delivered to the Trustee an Officers’ Certificate to the effect that
immediately after giving effect to such transaction, no Default shall have
occurred and be continuing and an Opinion of Counsel as to the matters set
forth in Section 5.01(a)(y).


 


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Section 5.02.  Successor Substituted.


 


(a)          Upon any consolidation or merger, or
any sale, conveyance, transfer, lease or other disposition of all or
substantially all of the property and assets of the Company in accordance with
Section 5.01 of this Indenture, the successor Person formed by such
consolidation or into which the Company is merged or to which such sale,
conveyance, transfer, lease or other disposition 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.


(b)          The Company may at any time designate one of its
branches, and any such branch may at any time designate another branch of the
Company, to be its successor under this Indenture.  This
successor Person 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.


ARTICLE 6


DEFAULT AND REMEDIES


Section 6.01.  Events
of Default.  An “Event of Default”
shall occur with respect to the Securities of any series if:


(a)   the Company defaults in the payment of all or
any part of the Principal of any Security of such series when the same becomes
due and payable at maturity, upon acceleration, redemption or mandatory
repurchase, including as a sinking fund installment, or otherwise;


(b)   the Company defaults in the payment of any
interest on any Security of such series when the same becomes due and payable,
and such default continues for a period of 30 days;


(c)   the Company defaults in the performance of or
breaches any other covenant or agreement of the Company in this Indenture with
respect to any Security of such series or in the Securities of such series and
such default or breach continues for a period of 60 days after written notice
thereof has been given to the Company by the Trustee or to the Company and the
Trustee by the Holders of 25% or more in aggregate principal amount of the
Securities of all series affected thereby;


(d)   an involuntary case or other proceeding shall
be commenced against the Company, with respect to the Company or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of the Company or for any substantial part of the property and
assets of the Company, and such involuntary case or other proceeding shall
remain undismissed and unstayed for a period of 60 days, except that the
issuance of a writ of payment under the Swiss debt enforcement and bankruptcy
laws shall not constitute such involuntary case or proceeding for the purpose
of this clause; or an order for relief shall be entered against the Company
under any bankruptcy, insolvency or other similar law now or hereafter in
effect;


(e)   the Company
(i) commences a voluntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or consents to the entry of


 


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an order for relief in an involuntary case under any
such law, (ii) consents to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of the Company or for all or substantially all of the property and
assets of the Company, or (iii) effects any general assignment for the benefit
of creditors; or


(f)    any other Event of Default established
pursuant to Section 2.03 with respect to the Securities of such series occurs.


Section 6.02.  Acceleration.  (a) If an Event of Default described in
Section 6.01(a) or (b) with respect to the Securities of any series then
outstanding occurs and is continuing, then, and in each and every such case,
except for any series of Securities the Principal of which shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Securities of any such affected series
then outstanding hereunder (each such series treated as a separate class) by
notice in writing to the Company (and to the Trustee if given by Holders), may
declare the entire principal amount (or, if the Securities of any such series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of such series established pursuant to Section
2.03) of all Securities of such affected series, and the interest accrued
thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable.


(b)   If an Event of Default described in Section
6.01(c) or (f) with respect to the Securities of one or more but not all series
then outstanding, occurs and is continuing, then, and in each and every such
case, except for any series of Securities the Principal of which shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount (or, if the Securities of any such
series are Original Issue Discount Securities, the amount thereof that may be
accelerated under this Section) of the Securities of all such affected series
then outstanding hereunder (treated as a single class) by notice in writing to
the Company (and to the Trustee if given by Holders), may declare the entire
principal amount (or, if the Securities of any such series are Original Issue
Discount Securities, such portion of the principal amount as may be specified
in the terms of such series established pursuant to Section 2.03) of all
Securities of all such affected series, and the interest accrued thereon, if
any, to be due and payable immediately, and upon any such declaration the same
shall become immediately due and payable.


(c)   If an Event of Default described in Section
6.01(d) or (e) occurs and is continuing, then the principal amount (or, if any
Securities are Original Issue Discount Securities, such portion of the
Principal as may be specified in the terms thereof established pursuant to Section
2.03) of all the Securities then outstanding and interest accrued thereon, if
any, shall be and become immediately due and payable, without any notice or
other action by any Holder or the Trustee, to the full extent permitted by
applicable law.


(d)   If an Event
of Default described in Section 6.01(c) or (f) with respect to the Securities
of all series then outstanding, occurs and is continuing, then, and in each and
every such case, either the Trustee or the Holders of not less than 25% in
aggregate principal amount (or, if the Securities of any outstanding series are
Original Issue Discount Securities, the amount thereof accelerable under this
Section) of all Securities of any series then outstanding hereunder


 


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except for any series of Securities the Principal of
which shall have already become due and payable (treated as a single class) by
notice in writing to the Company (and to the Trustee if given by Holders), may
declare the entire principal amount (or, if the Securities of any such series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of such series established pursuant to Section
2.03) of all Securities of any series then outstanding, and the interest
accrued thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable.


The foregoing provisions, however, are subject to the
condition that if, at any time after the principal amount (or, if the
Securities are Original Issue Discount Securities, such portion of the
Principal as may be specified in the terms thereof established pursuant to
Section 2.03) of the Securities of any series (or of all the Securities, as the
case may be) shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained
or entered as hereinafter provided, the Company shall pay or shall deposit with
the Trustee a sum sufficient to pay all matured installments of interest upon
all the Securities of each such series (or of all the Securities, as the case
may be) and the Principal of any and all Securities of each such series (or of
all the Securities, as the case may be) which shall have become due otherwise
than by acceleration (with interest upon such Principal and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest, at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of each such series to the date of such payment or deposit) and such
amount as shall be sufficient to cover all amounts owing to the Trustee under
Section 7.07, and if any and all Events of Default under this Indenture, other
than the non-payment of the Principal of Securities which shall have become due
by acceleration, shall have been cured, waived or otherwise remedied as
provided herein, then and in every such case the Holders of a majority in
aggregate principal amount of all the then outstanding Securities of all such
series that have been accelerated (voting as a single class), by written notice
to the Company and to the Trustee, may waive all defaults with respect to all
such series (or with respect to all the Securities, as the case may be) and
rescind and annul such declaration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.


For all purposes under this Indenture, if a portion of
the Principal of any Original Issue Discount Securities shall have been
accelerated and declared due and payable pursuant to the provisions hereof,
then, from and after such declaration, unless such declaration has been
rescinded and annulled, the principal amount of such Original Issue Discount
Securities shall be deemed, for all purposes hereunder, to be such portion of
the Principal thereof as shall be due and payable as a result of such
acceleration, and payment of such portion of the Principal thereof as shall be
due and payable as a result of such acceleration, together with interest, if
any, thereon and all other amounts owing thereunder, shall constitute payment
in full of such Original Issue Discount Securities.


Section 6.03.  Other Remedies.  If a payment default or an Event of Default
with respect to the Securities of any series occurs and is continuing, the
Trustee may pursue, in its own name or as trustee of an express trust, any
available remedy by proceeding at law or in


 


28

















 


equity to collect the payment of Principal of and
interest on the Securities of such series or to enforce the performance of any
provision of the Securities of such series or this Indenture.


The Trustee may maintain a proceeding even if it does
not possess any of the Securities or does not produce any of them in the
proceeding.


Section 6.04.  Waiver
of Past Defaults.  Subject to
Sections 6.02, 6.07 and 9.02, the Holders of at least a majority in principal
amount (or, if the Securities are Original Issue Discount Securities, such
portion of the Principal as is then accelerable under Section 6.02) of the
outstanding Securities of all series affected (voting as a single class), by
notice to the Trustee, may waive an existing Default or Event of Default with
respect to the Securities of such series and its consequences, except a Default
in the payment of Principal of or interest on any Security as specified in
Section 6.01(a) or (b) or in respect of a covenant or provision of this
Indenture which cannot be modified or amended without the consent of the Holder
of each outstanding Security affected. 
Upon any such waiver, such Default shall cease to exist, and any Event
of Default with respect to the Securities of such series 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 Event of Default
or impair any right consequent thereto.


Section 6.05.  Control
by Majority.  Subject to Sections
7.01 and 7.02(e), the Holders of at least a majority in aggregate principal
amount (or, if any Securities are Original Issue Discount Securities, such portion
of the Principal as is then accelerable under Section 6.02) of the outstanding
Securities of all series affected (voting as a single class) may 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 by this Indenture; provided,
that the Trustee may refuse to follow any direction that conflicts with law or
this Indenture, that may involve the Trustee in personal liability or that the
Trustee determines in good faith may be unduly prejudicial to the rights of
Holders not joining in the giving of such direction; and provided further,
that the Trustee may take any other action it deems proper that is not inconsistent
with any directions received from Holders of Securities pursuant to this
Section 6.05.


Section 6.06.  Limitation
on Suits.  No Holder of any Security
of any series may institute any proceeding, judicial or otherwise, with respect
to this Indenture or the Securities of such series, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless:


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


(b)   the Holders of at least 25% in aggregate
principal amount of outstanding Securities of all such series affected 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;


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


 


29

















 


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


(e)   during such 60-day period, the Holders of a
majority in aggregate principal amount of the outstanding Securities of all
such affected series have not given the Trustee a direction that is
inconsistent with such written request.


A Holder may not use this Indenture to prejudice the
rights of another Holder or to obtain a preference or priority over such other
Holder.


Section 6.07.  Rights
of Holder to Receive Payment. 
Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of Principal of or interest, if any, on
such Holder’s Security on or after the respective due dates expressed on such
Security, or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
such Holder.


Section 6.08.  Collection
Suit by Trustee.  If an Event of
Default with respect to the Securities of any series in payment of Principal or
interest specified in Section 6.01(a) or (b) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount (or such portion thereof as specified
in the terms established pursuant to Section 2.03 of Original Issue Discount
Securities) of Principal of, and accrued interest remaining unpaid on, together
with interest on overdue Principal of, and, to the extent that payment of such
interest is lawful, interest on overdue installments of interest on, the
Securities of such series, in each case at the rate or Yield to Maturity (in
the case of Original Issue Discount Securities) specified in such Securities,
and such further amount as shall be sufficient to cover all amounts owing to
the Trustee under Section 7.07.


Section 6.09.  Trustee
May File Proofs of Claim.  The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including
any claim for amounts due the Trustee under Section 7.07) and the Holders
allowed in any judicial proceedings relative to the Company (or any other
obligor on the Securities), its creditors or its property and shall be entitled
and empowered to collect and receive any moneys, securities or other property
payable or deliverable upon conversion or exchange of the Securities or upon
any such claims and to distribute the same, and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it under Section 7.07. 
Nothing herein contained shall be deemed to empower the Trustee to
authorize or consent to, or accept or adopt on behalf of any Holder, any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.


Section 6.10.  Application of Proceeds.  Any moneys collected by the Trustee pursuant
to this Article in respect of the Securities of any series shall be applied in
the following order at the date or dates fixed by the Trustee and, in case of
the distribution of such moneys on account of Principal or interest, upon
presentation of the several Securities and coupons


 


30














 


appertaining to such Securities in respect of which
moneys have been collected and noting thereon the payment, or issuing
Securities of such series and tenor in reduced principal amounts in exchange
for the presented Securities of such series and tenor if only partially paid,
or upon surrender thereof if fully paid:


FIRST:  To the payment of all amounts due
the Trustee under Section 7.07 applicable to the Securities of such series in
respect of which moneys have been collected;


SECOND:  Subject to Article 10, in case the
Principal of the Securities of such series in respect of which moneys have been
collected shall not have become and be then due and payable, to the payment of
interest on the Securities of such series in default in the order of the maturity
of the installments of such interest, with interest (to the extent that such
interest has been collected by the Trustee) upon the overdue installments of
interest at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in such Securities, such
payments to be made ratably to the persons entitled thereto, without
discrimination or preference;


THIRD:  Subject to Article 10, in case the
Principal of the Securities of such series in respect of which moneys have been
collected shall have become and shall be then due and payable, to the payment
of the whole amount then owing and unpaid upon all the Securities of such
series for Principal and interest, with interest upon the overdue Principal, and
(to the extent that such interest has been collected by the Trustee) upon
overdue installments of interest at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of such series; and in case such moneys shall be insufficient
to pay in full the whole amount so due and unpaid upon the Securities of such
series, then to the payment of such Principal and interest or Yield to
Maturity, without preference or priority of Principal over interest or Yield to
Maturity, or of interest or Yield to Maturity over Principal, or of any
installment of interest over any other installment of interest, or of any
Security of such series over any other Security of such series, ratably to the
aggregate of such Principal and accrued and unpaid interest or Yield to
Maturity; and


FOURTH:  To the payment of the remainder, if
any, to the Company or any other person lawfully entitled thereto.


Section 6.11.  Restoration
of Rights and Remedies.  If the Trustee
or any Holder 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, subject to any determination in such proceeding,
the Company, the Trustee and the Holders shall be restored to their former
positions hereunder and thereafter all rights and remedies of the Company,
Trustee and the Holders shall continue as though no such proceeding had been
instituted.


Section 6.12.  Undertaking for Costs.  In any suit for the enforcement of any right
or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as Trustee, in either case in respect to the
Securities of any series, a court may require any 


 


31

















 


party litigant in such suit (other than the Trustee)
to file an undertaking to pay the costs of the suit, and the court may assess
reasonable costs, including reasonable attorneys’ fees and expenses, against
any party litigant (other than the Trustee) in the suit having due regard to
the merits and good faith of the claims or defenses made by the party litigant.  This Section 6.12 does not apply to a suit by
a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in
principal amount of the outstanding Securities of such series.


Section 6.13.  Rights
and Remedies Cumulative.  Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or wrongfully taken Securities in Section 2.08, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise.  The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.


Section 6.14.  Delay
or Omission Not Waiver.  No delay or
omission of the Trustee or of any Holder 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 6 or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.


ARTICLE 7


TRUSTEE


Section 7.01.  General.  The duties and responsibilities of the
Trustee shall be as provided by the Trust Indenture Act and as set forth
herein.  Notwithstanding the foregoing,
no provision of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of any of its rights or powers,
unless it receives indemnity satisfactory to it against any loss, liability or
expense.  Whether or not therein
expressly so provided, every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Article 7.  The Trustee, prior to the occurrence of an
Event of Default of which a Responsible Officer of the Trustee has actual knowledge
and after the curing of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture and no implied covenants or obligations shall be read
into this Indenture against the Trustee. 
If an Event of Default to the actual knowledge of a Responsible Officer
of the Trustee has occurred (which has not been cured or waived), the Trustee
shall exercise such of the rights and powers vested in it by this Indenture and
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own
affairs.


 


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Section 7.02.  Certain
Rights of Trustee.  Subject to Trust
Indenture Act Sections 315(a) through (d):


(a)   the Trustee may conclusively rely and shall
be fully protected in acting or refraining from acting upon any Officers’
Certificate, Opinion of Counsel (or both), resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
person or persons.  The Trustee need not
investigate any fact or matter stated in the document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit;


(b)   before the Trustee acts or refrains from
acting, it may require an Officers’ Certificate and/or an Opinion of Counsel,
which shall conform to Section 11.04. The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such certificate
or opinion.  Subject to Sections 7.01 and
7.02, whenever in the administration of the trusts of this Indenture the
Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering or omitting to take any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers’ Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted to be taken by
it under the provisions of this Indenture upon the faith thereof;


(c)   the Trustee may act through its attorneys,
Agents, custodians and nominees not regularly in its employ and shall not be
responsible for the misconduct or negligence of any Agent, attorney, custodian
and nominee appointed with due care;


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


(e)   the Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the Holders, unless such Holders shall
have offered to the Trustee security or indemnity satisfactory to it against
the costs, expenses and liabilities that might be incurred by it in compliance
with such request, order or direction;


(f)    the Trustee shall not be liable for any
action it takes or omits to take in good faith that it believes to be
authorized or within its rights or powers or for any action it takes or omits
to take in accordance with the direction of the Holders in accordance with
Section 6.05 relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture;


(g)   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 to be taken by it hereunder in
good faith and in reliance thereon;


 


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(h)   prior to the occurrence of an Event of
Default hereunder and after the curing or waiving of all Events of Default, the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, Officers’ Certificate, Opinion of Counsel,
Board Resolution, statement, instrument, opinion, report, notice, request,
consent, order, approval, appraisal, bond, debenture, note, coupon, security,
or other paper or document unless requested in writing so to do by the Holders
of not less than a majority in aggregate principal amount of the Securities of
all series affected then outstanding; provided that, if the payment
within a reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Indenture, the Trustee may require
indemnity satisfactory to it against such expenses or liabilities as a condition
to proceeding; and


(i)    if the Trustee is acting as Paying Agent or
Transfer Agent and Registrar herein the rights and protections afforded the
Trustee under this Article 7 shall also be afforded to such Paying Agent or
Transfer Agent and Registrar.


Section 7.03.  Individual
Rights of Trustee.  The Trustee, in
its individual or any other capacity, may become the owner or pledgee of
Securities and may otherwise deal with the Company or its affiliates with the
same rights it would have if it were not the Trustee.  Any Agent may do the same with like
rights.  However, the Trustee is subject
to Trust Indenture Act Sections 310(b) and 311. 
For purposes of Trust Indenture Act Section 311(b)(4) and (6), the
following terms shall mean:


(a)   “cash transaction” means any transaction in
which full payment for goods or securities sold is made within seven days after
delivery of the goods or securities in currency or in checks or other orders
drawn upon banks or bankers and payable upon demand; and


(b)   “self-liquidating paper” means any draft,
bill of exchange, acceptance or obligation which is made, drawn, negotiated or
incurred by the Company for the purpose of financing the purchase, processing,
manufacturing, shipment, storage or sale of goods, wares or merchandise and which
is secured by documents evidencing title to, possession of, or a lien upon, the
goods, wares or merchandise or the receivables or proceeds arising from the
sale of the goods, wares or merchandise previously constituting the security,
provided the security is received by the Trustee simultaneously with the
creation of the creditor relationship with the Company arising from the making,
drawing, negotiating or incurring of the draft, bill of exchange, acceptance or
obligation.


Section 7.04.  Trustee’s Disclaimer.  The recitals contained herein and in the
Securities (except the Trustee’s certificate of authentication) shall be taken
as statements of the Company and not of the Trustee and the Trustee assumes no
responsibility for the correctness of the same. 
Neither the Trustee nor any of its agents (i) makes any representation
as to the validity or adequacy of this Indenture or the Securities and (ii)
shall be accountable for the Company’s use or application of the proceeds from
the Securities or for monies paid over to the Company pursuant to the
Indenture.


 


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Section 7.05.  Notice
of Default.  If any Default with
respect to the Securities of any series occurs and is continuing and if such
Default is known to the actual knowledge of a Responsible Officer of the
Trustee, the Trustee shall give to each Holder of Securities of such series
notice of such Default within 90 days after it occurs (i) if any Unregistered
Securities of such series are then outstanding, to the Holders thereof, by
publication at least once in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and at least once in an Authorized Newspaper in
London and (ii) to all Holders of Securities of such series in the manner and
to the extent provided in Section 313(c) of the Trust Indenture Act, unless
such Default shall have been cured or waived before the mailing or publication
of such notice; provided, however, that, except in the case of a Default
in the payment of the Principal of or interest on any Security, the Trustee
shall be fully protected in withholding such notice if the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Holders.


Section 7.06.  Reports
by Trustee to Holders.  Within 60
days after each September 15, beginning with September 15, 2007, the Trustee
shall mail to each Holder as and to the extent provided in Trust Indenture Act
Section 313(c) a brief report dated as of such September 15, if required by
Trust Indenture Act Section 313(a).


Section 7.07.  Compensation
and Indemnity.  The Company shall pay
to the Trustee such compensation as shall be agreed upon in writing from time
to time for its services.  The
compensation of the Trustee shall not be limited by any law on compensation of
a Trustee of an express trust.  The
Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses, disbursements and advances incurred or made by the
Trustee.  Such expenses shall include the
reasonable compensation and expenses of the Trustee’s agents, counsel and other
persons not regularly in its employ.


The Company shall indemnify the Trustee and its
officers, directors, employees and Agents for, and hold it and them harmless
against, any and all loss, damage, claim or liability or expense (including
legal fees and expenses) including taxes (other than taxes based on the income
of the Trustee) incurred by it or them without negligence or bad faith on its
part arising out of or in connection with the acceptance or administration of
this Indenture and the Securities or the issuance of the Securities or a series
thereof or the trusts hereunder and the performance of its duties under this
Indenture and the Securities, including the costs and expenses of defending
itself against or investigating any claim or liability and of complying with
any process served upon it or any of its officers in connection with the
exercise or performance of any of its powers or duties under this Indenture and
the Securities.


To secure the Company’s payment obligations in this
Section 7.07, the Trustee shall have a lien prior to the Securities on all
money or property held or collected by the Trustee, in its capacity as Trustee,
except money or property held in trust to pay Principal of, and interest on
particular Securities.


The obligations of
the Company under this Section to compensate and indemnify the Trustee and each
predecessor Trustee and to pay or reimburse the Trustee and each predecessor
Trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture or the 


 


35

















 


rejection or termination
of this Indenture under bankruptcy, insolvency or similar law or the earlier
resignation or removal of the Trustee. 
Such additional indebtedness shall be a senior claim to that of the
Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the benefit of the Holders of particular
Securities or coupons, and the Securities are hereby subordinated to such
senior claim.  Without prejudice to any
other rights available to the Trustee under applicable law, if the Trustee
renders services and incurs expenses following an Event of Default under
Section 6.01(d) or Section 6.01(e) hereof, the parties hereto and the Holders
by their acceptance of the Securities hereby agree that such expenses are
intended to constitute expenses of administration under any bankruptcy,
insolvency or similar law.


Section 7.08.  Replacement
of Trustee.  A resignation or removal
of the Trustee as Trustee with respect to the Securities of any series and
appointment of a successor Trustee as Trustee with respect to the Securities of
any series shall become effective only upon the successor Trustee’s acceptance
of appointment as provided in this Section 7.08.


The Trustee may resign as Trustee with respect to the
Securities of any series at any time by so notifying the Company in
writing.  The Holders of a majority in
principal amount of the outstanding Securities of any series may remove the
Trustee as Trustee with respect to the Securities of such series by so
notifying the Trustee in writing and may appoint a successor Trustee with
respect thereto with the consent of the Company.  The Company may remove the Trustee as Trustee
with respect to the Securities of any series if: (i) the Trustee is no longer
eligible under Section 7.10 of this Indenture; (ii) the Trustee is adjudged a
bankrupt or insolvent; (iii) a receiver or other public officer takes charge of
the Trustee or its property; or (iv) the Trustee becomes incapable of acting.


If the Trustee resigns or is removed as Trustee with
respect to the Securities of any series, or if a vacancy exists in the office
of Trustee with respect to the Securities of any series for any reason, the
Company shall promptly appoint a successor Trustee with respect thereto.  Within one year after the successor Trustee
takes office, the Holders of a majority in principal amount of the outstanding
Securities of such series may appoint a successor Trustee in respect of such
Securities to replace the successor Trustee appointed by the Company.  If the successor Trustee with respect to the
Securities of any series does not deliver its written acceptance required by
the next succeeding paragraph of this Section 7.08 within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or
the Holders of a majority in principal amount of the outstanding Securities of
such series may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect thereto.


A successor
Trustee with respect to the Securities of any series shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company.  Immediately after the delivery of such
written acceptance, subject to the lien provided for in Section 7.07 and
subject to the payment of any and all amounts then due and owing to the
retiring Trustee, (i) the retiring Trustee shall transfer all property held by
it as Trustee in respect of the Securities of such series to the successor
Trustee, (ii) the resignation or removal of the retiring Trustee in respect of
the Securities of such series shall become effective and (iii) the successor
Trustee shall have all the rights, powers and duties of the Trustee in respect
of the Securities of such series under this 


 


36

















 


Indenture.  A successor Trustee shall mail notice of its
succession to each Holder of Securities of such series.


Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in the preceding paragraph.


The Company shall give notice of any resignation and
any removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee in respect of the Securities of such
series to all Holders of Securities of such series.  Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.  Notwithstanding replacement of the Trustee
with respect to the Securities of any series pursuant to this Section 7.08, the
Company’s obligations under Section 7.07 shall continue for the benefit of the
retiring Trustee.


Section 7.09.  Successor
Trustee by Merger, Etc.  If the
Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation or
national banking association, the resulting, surviving or transferee
corporation or national banking association without any further act shall be
the successor Trustee with the same effect as if the successor Trustee had been
named as the Trustee herein; provided that such successor Trustee shall
be otherwise qualified and eligible under this Article 7.


Section 7.10.  Eligibility.  This Indenture shall always have a Trustee
who satisfies the requirements of Trust Indenture Act Section 310(a).  The Trustee shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published
annual report of condition.


Section 7.11.  Money
Held in Trust.  The Trustee shall not
be liable for interest on any money received by it except as the Trustee may
agree in writing with the Company.  Money
held in trust by the Trustee need not be segregated from other funds except to
the extent required by law and except for money held in trust under Article 8
of this Indenture.


Section 7.12.  Disqualification,
Conflicting Interests.  If the
Trustee has or shall acquire any conflicting interest, as defined in this
Section 7.12, with respect to the Securities of any series, it shall, within 90
days after ascertaining that it has such conflicting interest, either eliminate
such conflicting interest or resign with respect to the Securities of that
series in the manner and with the effect hereinafter specified in this
Article.  In the event that the Trustee
shall fail to comply with the provisions of the preceding sentence with respect
to the Securities of any series, the Trustee shall, within ten days after the
expiration of such 90-day period, give notice of such failure to the Holders in
the manner and to the extent provided in Section 11.02.  For the purposes of this Section 7.12, the
term “conflicting interest” shall have the meaning specified in Section 310(b)
of the Trust Indenture Act.  In
determining whether the Trustee has a conflicting interest as defined in
Section 310(b) of the Trust Indenture Act with respect to the Securities of any
series, there shall be excluded Securities of any particular series of
Securities other than that series.


 


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ARTICLE 8


DISCHARGE OF INDENTURE


Section 8.01.  Defeasance
within One Year of Payment.  Except
as otherwise provided in this Section 8.01, the Company may terminate its
obligations under the Securities of any series and this Indenture with respect
to Securities of such series if:


(a)   all Securities of such series previously
authenticated and delivered (other than destroyed, lost or wrongfully taken
Securities of such series that have been replaced or paid or Securities of such
series that are paid pursuant to Section 4.01 or Securities of such series for
whose payment money or securities have theretofore been held in trust and
thereafter repaid to the Company, as provided in Section 8.05) have been delivered
to the Trustee for cancellation and the Company has paid all sums payable by it
hereunder; or


(b)   (i)    the
Securities of such series mature within one year or all of them are to be
called for redemption within one year under arrangements satisfactory to the
Trustee for giving the notice of redemption, (ii) the Company irrevocably
deposits in trust with the Trustee, as trust funds solely for the benefit of
the Holders of such Securities for that purpose, money sufficient or U.S.
Government Obligations, which through the payment of Principal and interest
thereon will be sufficient, or a combination thereof sufficient (unless such
funds consist solely of money, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee), without consideration of any reinvestment, to pay
the Principal of and interest on the Securities of such series to maturity or
redemption, as the case may be, and to pay all other sums payable by it
hereunder, and (iii) the Company delivers to the Trustee an Officers’
Certificate and an Opinion of Counsel, in each case stating that all conditions
precedent provided for herein relating to the satisfaction and discharge of
this Indenture with respect to the Securities of such series have been complied
with and further stating that such deposit will not be in contravention of any
term or provision of any agreement creating or evidencing Senior Indebtedness.


With respect to the foregoing clause (a) only the
Company’s obligations under Section 7.07 in respect of the Securities of such
series shall survive.  With respect to
the foregoing clause (b), only the Company’s obligations in Sections 2.02
through 2.12, 4.02, 7.07, 7.08, 8.04 and 8.05 in respect of the Securities of
such series shall survive until such Securities of such series are no longer
outstanding.  Thereafter, only the
Company’s obligations in Sections 7.07, 8.04 and 8.05 in respect of the
Securities of such series shall survive. 
After any such irrevocable deposit, the Trustee upon written request
shall acknowledge in writing the discharge of the Company’s obligations under
the Securities of such series and this Indenture with respect to the Securities
of such series except for those surviving obligations specified above.


Section 8.02.  Defeasance.  Except as provided below, the Company will be
deemed to have paid and will be discharged from any and all obligations in
respect of the Securities of any series and the provisions of this Indenture will
no longer be in effect with respect to the Securities of such series (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same); provided that the following conditions shall
have been satisfied:


 


38

















 


(a)   the Company has irrevocably deposited in
trust with the Trustee as trust funds solely for the benefit of the Holders of
the Securities of such series, for payment of the Principal of and interest on
the Securities of such series, money sufficient or U.S. Government Obligations,
which through the payment of principal and interest thereon will be sufficient,
or a combination thereof sufficient (unless such funds consist solely of money,
in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee) without consideration of any reinvestment and after payment of all
federal, state and local taxes or other charges and assessments in respect
thereof payable by the Trustee, to pay and discharge the Principal of and
accrued interest on the outstanding Securities of such series to maturity or
earlier redemption (irrevocably provided for under arrangements satisfactory to
the Trustee), as the case may be;


(b)   such deposit will not result in a breach or
violation of, or constitute a default under, this Indenture or any other
material agreement or instrument to which the Company is a party or by which it
is bound or be in contravention of any term or provision of any agreement
creating or evidencing Senior Indebtedness;


(c)   no Default with respect to the Securities of
such series shall have occurred and be continuing on the date of such deposit;


(d)   the Company shall have delivered to the
Trustee either (x) a ruling directed to the Trustee received from the Internal
Revenue Service to the effect 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 discharge under this Section 8.02 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 and defeasance had not occurred or (y)
an Opinion of Counsel to the same effect as the ruling described in clause (x)
above; and


(e)   the Company has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, in each case stating that all
conditions precedent provided for herein relating to the defeasance contemplated
by this Section 8.02 of the Securities of such series have been complied with.


The Company’s obligations in Sections 2.02 through
2.12, 4.02, 7.07, 7.08, 8.04 and 8.05 with respect to the Securities of such
series shall survive until such Securities are no longer outstanding.  Thereafter, only the Company’s obligations in
Sections 7.07 and 8.05 shall survive.


Section 8.03.  Covenant
Defeasance.  The Company may omit to
comply with any specific covenant relating to such series provided for in a
Board Resolution or supplemental indenture pursuant to Section 2.03 which may
by its terms be defeased pursuant to this Section 8.03, and such omission shall
be deemed not to be an Event of Default under Section 6.01(c) or (f), with
respect to the outstanding Securities of a series if:


(a)   the Company
has irrevocably deposited in trust with the Trustee as trust funds solely for
the benefit of the Holders of the Securities of such series, for payment of the
Principal of and interest, if any, on the Securities of such series, money
sufficient or U.S. Government 


 


39

















 


Obligations, which through the payment of principal
and interest thereon will be sufficient, or a combination thereof in an amount
sufficient (unless such funds consist solely of money, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee) without consideration
of any reinvestment and after payment of all federal, state and local taxes or
other charges and assessments in respect thereof payable by the Trustee, to pay
and discharge the Principal of and interest on the outstanding Securities of
such series to maturity or earlier redemption (irrevocably provided for under
arrangements satisfactory to the Trustee), as the case may be;


(b)   such deposit will not result in a breach or
violation of, or constitute a default under, this Indenture or any other
material agreement or instrument to which the Company is a party or by which it
is bound or be in contravention of any term or provision of any agreement
creating or evidencing Senior Indebtedness;


(c)   no Default with respect to the Securities of
such series shall have occurred and be continuing on the date of such deposit;


(d)   the Company has delivered to the Trustee an
Opinion of Counsel to the effect that such Holders will not recognize income,
gain or loss for federal income tax purposes as a result of such deposit and
covenant defeasance 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 and defeasance had not occurred; and


(e)   the Company has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, in each case stating that all
conditions precedent provided for herein relating to the covenant defeasance
contemplated by this Section 8.03 of the Securities of such series have been
complied with.


Section 8.04.  Application
of Trust Money.  Subject to Section
8.05, the Trustee or Paying Agent shall hold in trust money or U.S. Government
Obligations (or the proceeds thereof) deposited with it pursuant to Section
8.01, 8.02 or 8.03, as the case may be, in respect of the Securities of any
series and shall apply the deposited money and the proceeds from deposited U.S.
Government Obligations in accordance with the Securities of such series and
this Indenture to the payment of Principal of and interest on the Securities of
such series; but such money need not be segregated from other funds except to
the extent required by law.  The Company
shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 8.01, 8.02 or 8.03 or the Principal or interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of outstanding Securities.


Section 8.05.  Repayment to Company.  Subject to Sections 7.07, 8.01, 8.02 and
8.03, the Trustee and the Paying Agent shall promptly pay to the Company upon
request set forth in an Officers’ Certificate any money held by them at any
time and not required to make payments hereunder and thereupon shall be
relieved from all liability with respect to such money.  The Trustee and the Paying Agent shall pay to
the Company upon written request any money held by them and required to make
payments hereunder that remains unclaimed for two years; provided that
the Trustee or such Paying Agent before being required to make any


 


40














 


payment may cause to be published at the expense of
the Company once in an Authorized Newspaper in The City of New York and once in
an Authorized Newspaper in London or mail to each Holder entitled to such money
at such Holder’s address (as set forth in the Security Register) notice that
such money remains unclaimed and that after a date specified therein (which
shall be at least 30 days from the date of such publication or mailing) any
unclaimed balance of such money then remaining will be repaid to the Company.  After payment to the Company, Holders
entitled to such money must look to the Company for payment as general
creditors unless an applicable law designates another Person, and all liability
of the Trustee and such Paying Agent with respect to such money shall cease.


ARTICLE 9


AMENDMENTS, SUPPLEMENTS AND WAIVERS


Section 9.01.  Without
Consent of Holders.  The Company and
the Trustee may amend or supplement this Indenture or the Securities of any
series without notice to or the consent of any Holder:


(a)   to cure any ambiguity, defect or
inconsistency in this Indenture; provided that such amendments or
supplements shall not materially and adversely affect the interests of the
Holders;


(b)   to comply with Article 5;


(c)   to comply with any requirements of the
Commission in connection with the qualification of this Indenture under the
Trust Indenture Act;


(d)   to evidence and provide for the acceptance of
appointment hereunder with respect to the Securities of any or all series by a
successor Trustee;


(e)   to establish
the form or forms or terms of Securities of any series or of the coupons
appertaining to such Securities as permitted by Section 2.03, including to add
to or modify the terms of the subordination of any such series from those set forth
in Article 10 hereof;


(f)    to provide for uncertificated or
Unregistered Securities and to make all appropriate changes for such purpose;


(g)   to provide for a guarantee from a third party
on outstanding Securities of any series and the Securities of any series that may
be issued under this Indenture; or


(h)   to make any change that does not materially
and adversely affect the rights of any Holder.


Section 9.02.  With Consent of Holders.  Subject to Sections 6.04 and 6.07, without
prior notice to any Holders, the Company and the Trustee may amend this
Indenture and the Securities of any series with the written consent of the
Holders of a majority in principal amount (or, if any Securities are Original
Issue Discount Securities, such portion of the Principal as may then be
accelerated under Section 6.02) of the outstanding Securities of all series
affected 


 


41

















 


by such amendment (all such series voting as one
class), and the Holders of a majority in principal amount (or, if any
Securities are Original Issue Discount Securities, such portion of the
Principal as may then be accelerated under Section 6.02) of the outstanding
Securities of all series affected thereby (all such series voting as one class)
by written notice to the Trustee may waive future compliance by the Company
with any provision of this Indenture or the Securities of such series.


Notwithstanding the provisions of this Section 9.02,
without the consent of each Holder affected thereby, an amendment or waiver, including
a waiver pursuant to Section 6.04, may not:


(a)   extend the stated maturity of the Principal
of, or any sinking fund obligation or any installment of interest on, such
Holder’s Security, or reduce the Principal thereof or the rate of interest thereon
(including any amount in respect of original issue discount), or adversely
affect the rights of such Holder under any mandatory redemption or repurchase
provision or any right of redemption or repurchase at the option of such
Holder, or reduce the amount of the Principal of an Original Issue Discount
Security that would be due and payable upon an acceleration of the maturity
thereof pursuant to Section 6.02 or the amount thereof provable in bankruptcy,
insolvency or similar proceeding, or change any place of payment where, or the
currency in which, any Principal or the interest thereon is payable, modify any
right to convert or exchange such Holder’s Security for another security to the
detriment of the Holder, or impair the right to institute suit for the
enforcement of any such payment on or after the due date therefor;


(b)   reduce the percentage in principal amount of
outstanding Securities of the relevant series the consent of whose Holders is
required for any such supplemental indenture, or for any waiver of compliance
with certain provisions of this Indenture or certain Defaults and their
consequences provided for in this Indenture;


(c)   waive a Default in the payment of Principal
of or interest on any Security of such Holder; or


(d)   modify any of the provisions of this Section
9.02, 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.


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 Holders of Securities of such series with
respect to such covenant or provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Securities of any other series or of the
coupons appertaining to such Securities.


It shall not be
necessary for the consent of any Holder under this Section 9.02 to approve the
particular form of any proposed amendment, supplement or waiver, but it shall
be sufficient if such consent approves the substance thereof.


 


42

















 


After an amendment, supplement or waiver under this
Section 9.02 becomes effective, the Company shall give to the Holders affected
thereby a notice briefly describing the amendment, supplement or waiver.  The Company will mail supplemental indentures
to Holders upon request.  Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture or
waiver.


Section 9.03.  Revocation
and Effect of Consent.  Until an
amendment or waiver becomes effective, a consent to it by a Holder is a
continuing consent by the Holder and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the Security of the
consenting Holder, even if notation of the consent is not made on any
Security.  However, any such Holder or
subsequent Holder may revoke the consent as to its Security or portion of its
Security.  Such revocation shall be
effective only if the Trustee receives the notice of revocation before the date
the amendment, supplement or waiver becomes effective.  An amendment, supplement or waiver shall
become effective with respect to any Securities affected thereby on receipt by
the Trustee of written consents from the requisite Holders of outstanding
Securities affected thereby.


The Company may, but shall not be obligated to, fix a
record date (which may be not less than 10 nor more than 60 days prior to the
solicitation of consents) for the purpose of determining the Holders of the
Securities of any series affected entitled to consent to any amendment,
supplement or waiver.  If a record date
is fixed, then, notwithstanding the immediately preceding paragraph, those
Persons who were such Holders at such record date (or their duly designated
proxies) and only those Persons shall be entitled to consent to such amendment,
supplement or waiver or to revoke any consent previously given, whether or not
such Persons continue to be such Holders after such record date.  No such consent shall be valid or effective
for more than 90 days after such record date.


After an amendment, supplement or waiver becomes
effective with respect to the Securities of any series affected thereby, it
shall bind every Holder of such Securities unless it is of the type described
in any of clauses (a) through (d) of Section 9.02.  In case of an amendment or waiver of the type
described in clauses (a) through (d) of Section 9.02, the amendment or waiver
shall bind each such Holder who has consented to it and every subsequent Holder
of a Security that evidences the same indebtedness as the Security of the
consenting Holder.


Section 9.04.  Notation
on or Exchange of Securities.  If an
amendment, supplement or waiver changes the terms of any Security, the Trustee
may require the Holder thereof to deliver it to the Trustee.  The Trustee may place an appropriate notation
on the Security about the changed terms and return it to the Holder and the
Trustee may place an appropriate notation on any Security of such series
thereafter authenticated.  Alternatively,
if the Company or the Trustee so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security of the
same series and tenor that reflects the changed terms.


Section 9.05.  Trustee to Sign
Amendments, Etc.  The Trustee shall
be entitled to receive, and shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of any amendment, supplement or
waiver authorized pursuant to this Article 9 is authorized or permitted by this
Indenture, stating that all requisite consents have been obtained


 


43

















 


or that no consents are required and stating that such
supplemental indenture constitutes the legal, valid and binding obligation of
the Company, enforceable against the Company in accordance with its terms,
subject to customary exceptions.  Subject
to the preceding sentence, the Trustee shall sign such amendment, supplement or
waiver if the same does not adversely affect the rights of the Trustee.  The Trustee may, but shall not be obligated
to, execute any such amendment, supplement or waiver that affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise.


Section 9.06.  Conformity
with Trust Indenture Act.  Every
supplemental indenture executed pursuant to this Article 9 shall conform to the
requirements of the Trust Indenture Act as then in effect.


ARTICLE 10


SUBORDINATION


Section
10.01.  Securities Subordinated to Senior Indebtedness.  The Company,
for itself and its successors, and each Holder, by his or her acceptance of
Securities, agrees that the payment of the Principal of and interest on the
Securities is subordinated, to the extent and in the manner provided in this
Article 10 or in any indenture supplemental hereto, to the right of
payment in full to all present and future Senior Indebtedness, and that these
subordination provisions are for the benefit of the holders of Senior
Indebtedness.  The provisions of this
Article 10 or in any indenture are for the benefit of the holders of the Senior
Indebtedness from time to time (and their successors and assigns) and shall be
enforceable directly by them and their respective representatives or trustees
directly against the Company, the Trustee and the Holders (and their successors
and assigns).  The provisions of this
Article 10 shall be a continuing agreement and shall be irrevocable and shall
remain in full force and effect until payment in the full of the Senior
Indebtedness in cash or cash equivalents, and shall constitute a continuing and
irrevocable offer to all Persons who become holders of, or continue to hold,
Senior Indebtedness (whether such Senior Indebtedness was created or acquired
before or after the issuance of the Securities), each of which holders shall be
deemed for the purposes hereof to have acquired Senior Indebtedness in reliance
upon the provisions of this Article 10. 
The provision of this Article 10 shall survive the commencement of any
reorganization or other proceedings with respect to the Company or any other
Person and the discharge of any claim in connection with such reorganization or
other proceedings, including, without limitation, the discharge of any Senior
Indebtedness.


Section 10.02.  No Payment on Securities
in Certain Circumstances.  (a)  No payment shall be made by or on behalf of
the Company on account of any obligation or, to the extent the subordination
thereof is permitted by applicable law, claim in respect of the Securities,
including the Principal of or interest on the Securities, or to redeem (or make
a deposit in redemption of), defease (other than payments made by the Trustee
pursuant to Article 8 with respect to a defeasance permitted by this Indenture,
including the subordination provisions herein) or acquire any of the Securities
for cash, property or securities, (i) upon the maturity of the Senior
Indebtedness with an aggregate principal amount in excess of $100 million by
acceleration, unless and until all principal of, premium, if any, and interest
on such Senior Indebtedness and all other obligations in respect thereof shall
first be paid in full in cash or cash 


 


44

















 


equivalents or such payment is duly provided for, or
unless and until any such maturity by acceleration has been rescinded or waived
or (ii) in the event of default in payment of any principal of, premium, if
any, or interest on or any other amount payable in respect of the Senior
Indebtedness with an aggregate principal amount in excess of $100 million when
it becomes due and payable at maturity or at a date fixed for prepayment or
redemption, unless and until such payment default has been cured or waived or
has otherwise ceased to exist.


(b)   In the event that, notwithstanding the
foregoing provision of this Section 10.02, any payment or distribution of
assets of the Company from any source, whether in cash, property or securities,
shall be received by the Trustee or the Holders on account of any obligation or
claim in respect of the Securities at a time when such payment or distribution
is prohibited by the foregoing provision, such payment or distribution (subject
to the provisions of Sections 10.06 and 10.07) shall be held in trust for the
benefit of the holders of Senior Indebtedness, and shall be paid or delivered
by the Trustee or such Holders, as the case may be, to the holders of the
Senior Indebtedness remaining unpaid or unprovided for or their representative
or representatives, or to the trustee or trustees under any indenture pursuant
to which any instruments evidencing any of such Senior Indebtedness may have
been issued, ratably according to the aggregate amounts remaining unpaid on
account of the Senior Indebtedness held or represented by each, for application
to the payment of all Senior Indebtedness remaining unpaid, to the extent
necessary to pay or to provide for the payment in full in cash or cash
equivalents of all such Senior Indebtedness, after giving effect to any
concurrent payment or distribution and all provisions therefor to the holders
of such Senior Indebtedness, but only to the extent that as to any holder of
Senior Indebtedness, as promptly as practicable following notice from the
Trustee to the holders of Senior Indebtedness that such prohibited payment has
been received by the Trustee or Holder(s), such holder (or a representative or
trustee therefor) notifies the Trustee in writing of the amounts then due and
owing on the Senior Indebtedness, if any, held by such holder and only the
amounts specified in such notices to the Trustee shall be paid to the holders
of Senior Indebtedness.


The Company shall give prompt written notice to the
Trustee of any default or event of default, and any cure or waiver thereof, or
any acceleration under any Senior Indebtedness or under any agreement pursuant
to which Senior Indebtedness may have been issued and any rescission thereof
covered by Section 10.02(a).


Section
10.03.  Securities Subordinated to Prior Payment of all Senior
Indebtedness on Dissolution, Liquidation or Reorganization of Company.  Upon any distribution of assets of the
Company upon any dissolution, winding up, total or partial liquidation or
reorganization or readjustment of the Company, whether voluntary or
involuntary, in bankruptcy, insolvency or similar proceeding or upon assignment
for the benefit of creditors, or any other marshaling of the assets and
liabilities of the Company or otherwise, the claims under these Securities are
subordinated to all claims under the Senior Indebtedness with the effect that:


(a)   the holders
of all Senior Indebtedness shall first be entitled to receive payment in full
in cash or cash equivalents (or have such payment duly provided for) of the
principal, premium, if any, and interest payable in respect thereof before the
Holders would be entitled to receive any payment on account of the Principal of
and interest on the Securities;


 


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(b)   any payment or distribution of assets of the
Company of any kind or character, from any source, whether in cash, property or
securities, to which the Holders or the Trustee on behalf of the Holders shall
be entitled, except for the subordination provisions of this Article 10, shall
be paid by the liquidating trustee or agent or other person making such a
payment or distribution directly to the holders of Senior Indebtedness
remaining unpaid or unprovided for or their representative or representatives,
or to the trustee or trustees under any indenture pursuant to which any
instruments evidencing any of such Senior Indebtedness may have been issued,
ratably according to the aggregate amounts remaining unpaid on account of the
Senior Indebtedness held or represented by each, for application to the payment
of all Senior Indebtedness remaining unpaid, to the extent necessary to pay or
provide for the payment in full in cash or cash equivalents of all such Senior
Indebtedness, after giving effect to any concurrent payment or distribution to
the holders of such Senior Indebtedness; and


(c)   in the event that, notwithstanding the
foregoing, any payment or distribution of assets of the Company from any
source, whether in cash, property or securities, shall be received by the
Trustee or the Holders on account of Principal of or interest on the Securities
before all Senior Indebtedness is paid in full in cash or cash equivalents (or
such payment is duly provided for), such payment or distribution (subject to
the provisions of Sections 10.06 and 10.07) shall be held in trust by the
Trustee or such Holders for the benefit of the holders of Senior Indebtedness,
and shall be paid or delivered by the Trustee or such Holders, as the case may
be, to the holders of the Senior Indebtedness remaining unpaid or unprovided
for, or their representative or representatives, or to the trustee or trustees
under any indenture pursuant to which any instruments evidencing any of such
Senior Indebtedness may have been issued, ratably according to the aggregate
amounts remaining unpaid on account of the Senior Indebtedness held or represented
by each, for application to the payment of all Senior Indebtedness remaining
unpaid, to the extent necessary to pay or provide for the payment in full in
cash or cash equivalents of all such Senior Indebtedness, after giving effect
to any concurrent payment or distribution to the holders of such Senior
Indebtedness, but only to the extent that as to any holder of Senior
Indebtedness, as promptly as practicable following notice from the Trustee to
the holders of Senior Indebtedness that such prohibited payment has been
received by the Trustee or Holder(s), such holder (or a representative or
trustee therefor) notifies the Trustee in writing of the amounts then due and
owing on the Senior Indebtedness, if any, held by such holder and only the
amounts specified in such notices to the Trustee shall be paid to the holders
of Senior Indebtedness.


The Company shall give prompt written notice to the
Trustee of any dissolution, winding up, liquidation or reorganization of the
Company or assignment for the benefit of creditors by the Company.


Section 10.04.  Holders to be Subrogated
to Rights of Senior Indebtedness. 
Subject to the payment in full in cash or cash equivalents of all Senior
Indebtedness (or provision made for its payment), the Holders of Securities shall
be subrogated to the rights of the holders of such Senior Indebtedness to
receive payments or distributions of assets of the Company applicable to the
Senior Indebtedness until all amounts owing on the Securities shall be paid in
full, in cash or cash equivalents and for the purpose of such subrogation no
such payments or distributions to the holders of Senior Indebtedness by or on
behalf of the Company, or by or on behalf of the Holders by virtue of this
Article 10, which otherwise would have been made to the 


 


46

















 


Holders shall, as between the Company and the Holders,
be deemed to be payment by the Company to or on account of the Senior
Indebtedness, it being understood that the provisions of this Article 10 are
and are intended solely for the purpose of defining the relative rights of the
Holders, on the one hand, and the holders of Senior Indebtedness, on the other
hand.  If any payment or distribution to
which the Holders would otherwise have been entitled but for the provisions of
this Article 10 shall have been applied, pursuant to the provisions of this
Article 10, to the payment of amounts payable under Senior Indebtedness, then
the Holders shall be entitled to receive from the holders of such Senior
Indebtedness any payments or distributions received by such holders of Senior
Indebtedness in excess of the amount sufficient to pay all amounts payable
under or in respect of the Senior Indebtedness in full in cash or cash
equivalents.


Section
10.05.  Obligations of the Company Unconditional.  Nothing contained in this Article 10 or
elsewhere in this Indenture or in the Securities is intended to or shall
impair, as between the Company and the Holders, the obligation of the Company,
which is absolute and unconditional, to pay to the Holders the Principal of and
interest on the Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the Holders and creditors of the Company other than the holders of
the Senior Indebtedness, nor shall anything herein or therein prevent the
Trustee or any Holder from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if
any, under this Article 10, of the holders of Senior Indebtedness in respect of
cash, property or securities of the Company received upon the exercise of any
such remedy.  Notwithstanding anything to
the contrary in this Article 10 or elsewhere in this Indenture or in the
Securities, upon any distribution of assets of the Company referred to in this
Article 10, the Trustee and the Holders shall be entitled to rely upon any
order or decree made by any court of competent jurisdiction in which such
dissolution, winding up, liquidation or reorganization proceeding is pending,
or a certificate of the liquidating trustee or agent or other person making any
distribution to the Trustee or to the Holders for the purpose of ascertaining
the persons entitled to participate in such distribution, the holders of the
Senior Indebtedness and other indebtedness of the Company, the amount thereof
or payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article 10.


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


 


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Except as otherwise provided in this Section 10.05, in
the event of any inconsistency between the provisions of this Article 10, on
the one hand, and any other provision of this Indenture or any provision of the
Securities, on the other hand, the provisions of this Article 10 shall govern.


Section
10.06.  Trustee Entitled to Assume Payments not Prohibited in
Absence of Notice.  The Trustee shall
not at any time be charged with knowledge of the existence of any facts which
would prohibit the making of any payment to or by the Trustee with respect to
the Securities unless and until a Responsible Officer shall have received, no
later than three Business Days prior to such payment, written notice thereof
from the Company or from one or more holders of Senior Indebtedness or from any
representative or trustee therefor and, prior to the receipt of any such
written notice, the Trustee shall be entitled in all respects conclusively to
assume that no such fact exists.


Section
10.07.  Application by Trustee of Assets Deposited with it.  Money or U.S. Government Obligations (and the
proceeds thereof) deposited in trust with the Trustee pursuant to and in
accordance with Section 8.01, 8.02 or 8.03 shall be for the sole benefit of the
Holders and, to the extent (i) the making of such deposit by the Company shall
not have been in contravention of any term or provision of any agreement
creating or evidencing Senior Indebtedness and (ii) allocated for the payment
of Securities, shall not be subject to the subordination provisions of this Article
10.  Otherwise, any deposit of assets by
the Company with the Trustee or any Paying Agent (whether or not in trust) for
the payment of Principal of or interest on any Securities shall be subject to
the provisions of Sections 10.01, 10.02, 10.03 and 10.04; provided,
that, if prior to the second Business Day preceding the date on which by the
terms of this Indenture any such assets may become distributable for any
purpose (including without limitation, the payment of either Principal of or
interest on any Securities) the Trustee or such Paying Agent shall not have
received with respect to such assets the written notice provided for in Section
10.06, then the Trustee or such Paying Agent shall have full power and
authority to receive such assets and to apply the same to the purpose for which
they were received, and shall not be affected by any notice to the contrary
which may be received by it on or after such date.


Section
10.08.  Subordination Rights not Impaired by Acts or Omissions of
the Company, the Trustee, Holders of Senior Indebtedness or Holders.  No act, or failure to act, of any holder of
the Senior Indebtedness or their respective representatives or trustees
(including, without limitation, any action referred to in this Section 10.08),
the Company, the Trustee, any Holder or any other Person in accordance with the
terms, covenants or the provisions of this Article 10 (regardless of any
knowledge thereof which any such holder of the Senior Indebtedness may have or
otherwise be charged with) or any reorganization or similar proceeding with
respect to the Company shall affect the provisions of this Article 10, the
obligations owed by the Company, the Trustee or any Holder to the holders of
the Senior Indebtedness under this Article 10 or the rights of any holder of
Senior Indebtedness under this Article 10.


The Company, the
Trustee and each Holder, by accepting the Securities, hereby agrees that the
taking of any of the following actions, with or without notice, by the holders
of the Senior Indebtedness and their respective representatives, will not in
any way affect the 


 


48

















 


provisions of this
Article 10: (i) changing the manner, place or terms of payment or extending the
time of payment of, or renewing or altering, any agreement or instrument
creating, evidencing or governing any Senior Indebtedness, or consenting to any
amendment or change of any terms of any such agreement or instrument, each as
amended from time to time; (ii) granting extensions or renewals of any such
agreement or instrument and any other indulgence with respect thereto, or
effecting any release, compromise or settlement with respect thereto; (iii)
releasing any Person liable in any manner for the payment or collection of any
Senior Indebtedness; (iv) substituting, exchanging or releasing or otherwise
disposing of any item of security at any time securing any Senior Indebtedness,
whether or not the collateral, if any, received upon the exercise of such power
shall be of a character or value the same as or different from the character or
value of the item of security released; (v) exercising or refraining from
exercising any rights or remedies against the Company or any other Person; and
(vi) taking any other action, or refraining from taking any action, that, in
the absence of authority granted hereby, could have the effect of impairing,
invalidating or rendering unenforceable, in whole or in part, or otherwise
affecting, any of the provisions of this Article 10.


Section 10.09.  Claims
Filed on Behalf of the Holders.  In
the event of any dissolution, winding up, liquidation or any reorganization or
similar preceding with respect to the Company (whether in bankruptcy,
insolvency or receivership proceedings or upon an assignment for the benefit of
creditors or any other marshalling of assets and liabilities of the Company)
tending towards liquidation of the business and assets of the Company, the
Trustee may, on behalf of each Holder, cause the immediate filing of a claim
for the unpaid balance of such Holder’s Securities in the form required in said
proceedings and cause said claim to be approved.  If the Trustee does not file a proper claim
or proof of debt in the form required in such proceeding prior to 30 days
before the expiration of the time to file such claim or claims, then the
holders of the Senior Indebtedness or their respective representatives or
trustees are hereby authorized to have the right to file and are hereby
authorized to file an appropriate claim for and on behalf of the Holders of
said Securities.  Nothing herein
contained shall be deemed to authorize the Trustee or the holders of Senior
Indebtedness or their respective representatives or trustees to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee or the holders
of Senior Indebtedness or their respective representatives or trustees to vote
in respect of the claim of any Holder in any such proceeding.


Section
10.10.  Right of Trustee to Hold Senior Indebtedness.  The Trustee shall be entitled to all of the
rights set forth in this Article 10 in respect of any Senior Indebtedness at
any time held by it to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall be construed to deprive the
Trustee of any of its rights as such holder. 
Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.07.


Section 10.11.  Article 10 Not to Prevent
Events of Default.  The failure to
make a payment on account of Principal of or interest on the Securities by
reason of any provision of this Article 10 shall not be construed as preventing
the occurrence of a Default or an Event of Default under Section 6.01 or in any
way prevent the Holders from exercising any right hereunder other than the
right to receive payment on the Securities.


 


49

















 


Section
10.12.  No Fiduciary Duty of Trustee to Holders of Senior
Indebtedness.  The Trustee shall not
be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and
shall not be liable to any such holders (other than for its willful misconduct,
bad faith or negligence) if it shall in good faith mistakenly pay over or
distribute to the Holders of Securities or the Company or any other person,
cash, property or securities to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article 10 or otherwise.  Nothing in this Section 10.12 shall affect
the obligation of any other such person to hold such payment for the benefit
of, and to pay such payment over to, the holders of Senior Indebtedness or
their representative.


Section
10.13.  Agreement of the
Holders. Each Holder, by
accepting the Securities, (i) hereby agrees to and waives notice of the
acceptance by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, of, and reliance by each such holder on, the subordination
provisions contained in Article 10 of this Indenture, and shall be bound by
such provisions, (ii) hereby authorizes and expressly directs the Trustee on
such Holder’s behalf to take such action in accordance with the terms of this
Indenture as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (iii) hereby appoints the Trustee such Holder’s
attorney-in-fact for any and all such purposes.


ARTICLE 11


MISCELLANEOUS


Section
11.01.  Trust Indenture Act of 1939.  This Indenture shall incorporate and be
governed by the provisions of the Trust Indenture Act that are required to be
part of and to govern indentures qualified under the Trust Indenture Act.


Section
11.02.  Notices.  Any
notice or communication shall be sufficiently given if written and (a) if
delivered in person, when received or (b) if mailed by first class mail, 5 days
after mailing, or (c) as between the Company and the Trustee if sent by
facsimile transmission, when transmission is confirmed, in each case addressed
as follows:


	
  if to the Company:

  
	
   

  
	
  Credit Suisse

  
	
  Paradeplatz 8

  
	
  CH 8070 Zurich, Switzerland

  
	
  Facsimile No.:  +41-1-210-2120

  
	
  Attention: Legal Department

  
	
   

  
	
  if to the Trustee:

  
	
   

  
	
  The Bank of New York

  
	
  101 Barclay Street, Floor 8W

  
	
  New York, New York 10286

  
	
  Facsimile No.: (212) 815-5704

  
	
  Attention: Corporate Finance

  



 


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The Company or the Trustee by written notice to the
other may designate additional or different addresses for subsequent notices or
communications.


Any notice or communication shall be sufficiently
given to Holders of any Unregistered Securities by publication at least once in
an Authorized Newspaper in The City of New York and at least once in an
Authorized Newspaper in London, and by mailing to the Holders thereof who have
filed their names and addresses with the Trustee pursuant to Section 313(c)(2)
of the Trust Indenture Act at such addresses as were so furnished to the
Trustee and to Holders of Registered Securities by mailing to such Holders at
their addresses as they shall appear on the Security Register.  Notice mailed shall be sufficiently given if
so mailed within the time prescribed. 
Copies of any such communication or notice to a Holder shall also be
mailed to the Trustee and each Agent at the same time.


Failure to mail a notice or communication to a Holder
or any defect in it shall not affect its sufficiency with respect to other
Holders.  Except as otherwise provided in
this Indenture, if a notice or communication is mailed in the manner provided
in this Section 11.02, it is duly given, whether or not the addressee receives
it.


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.  In case it shall be
impracticable to give notice as herein contemplated, then such notification as
shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.


Section
11.03.  Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the
Company to the Trustee to take any action under this Indenture, the Company
shall furnish to the Trustee:


(a)   an Officers’ Certificate stating that, in the
opinion of the signers, all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with; and


(b)   an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent have been complied with.


Section
11.04.  Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:


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


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


 


51

















 


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


(d)   a statement as to whether or not, in the
opinion of each such person, such condition or covenant has been complied with;
provided, however, that, with respect to matters of fact, an Opinion of
Counsel may rely on an Officers’ Certificate or certificates of public
officials.


Section
11.05.  Evidence of Ownership. 
The Company, the Trustee and any agent of the Company or the Trustee may
deem and treat the Holder of any Unregistered Security and the Holder of any
coupon as the absolute owner of such Unregistered Security or coupon (whether
or not such Unregistered Security or coupon shall be overdue) for the purpose
of receiving payment thereof or on account thereof and for all other purposes,
and neither the Company, the Trustee, nor any agent of the Company or the
Trustee shall be affected by any notice to the contrary.  The fact of the holding by any Holder of an
Unregistered Security, and the identifying number of such Security and the date
of his holding the same, may be proved by the production of such Security or by
a certificate executed by any trust company, bank, banker or recognized
securities dealer wherever situated satisfactory to the Trustee, if such
certificate shall be deemed by the Trustee to be satisfactory.


Each such certificate shall be dated and shall state
that on the date thereof a Security bearing a specified identifying number was
deposited with or exhibited to such trust company, bank, banker or recognized
securities dealer by the person named in such certificate.  Any such certificate may be issued in respect
of one or more Unregistered Securities specified therein.  The holding by the person named in any such
certificate of any Unregistered Securities specified therein shall be presumed
to continue for a period of one year from the date of such certificate unless
at the time of any determination of such holding (a) another certificate
bearing a later date issued in respect of the same Securities shall be produced
or (b) the Security specified in such certificate shall be produced by some
other Person, or (c) the Security specified in such certificate shall have ceased
to be outstanding.  Subject to Article 7,
the fact and date of the execution of any such instrument and the amount and
numbers of Securities held by the Person so executing such instrument may also
be proven in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in any other manner which the Trustee may deem
sufficient.


The Company, the
Trustee and any agent of the Company or the Trustee may deem and treat the
person in whose name any Registered Security shall be registered upon the
Security Register for such series as the absolute owner of such Registered
Security (whether or not such Registered Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of or on account of the Principal of and, subject
to the provisions of this Indenture, interest on such Registered Security and
for all other purposes; and neither the Company nor the Trustee nor any agent
of the Company or the Trustee shall be affected by any notice to the contrary.


 


52

















 


Section 11.06.  Rules
by Trustee, Paying Agent or Registrar. 
The Trustee may make reasonable rules for action by or at a meeting of
Holders.  The Paying Agent or Registrar
may make reasonable rules for its functions.


Section
11.07.  Payment Date other than a Business Day.  If any date for payment of Principal or
interest on any Security shall not be a Business Day at any place of payment,
then payment of Principal of or interest on such Security, as the case may be,
need not be made on such date, but may be made on the next succeeding Business
Day at any place of payment with the same force and effect as if made on such
date and no interest shall accrue in respect of such payment for the period
from and after such date.


Section
11.08.  Governing Law; Jurisdiction and Services of Process;
Sovereign Immunity.


(a)   The laws of the State of New York (without
regard to conflicts of laws principles thereof) shall govern this Indenture and
the Securities.


(b)   The Company agrees that any suit, action or
proceeding (each, a “Proceeding”) against it arising out of or based upon this
Indenture or the Securities may be instituted in any state or federal court in
the borough of Manhattan, The City of New York, and waives any objection that
it may now or hereafter have to the laying of venue of any such Proceeding, and
irrevocably submits to the non-exclusive jurisdiction of such courts in any
such Proceeding. The Company has appointed Credit Suisse (USA), Inc., at 11
Madison Avenue, New York, New York 10010, as its authorized agent (the “Authorized
Agent”) upon whom process may be served in any Proceeding arising out of or
based upon this Indenture or the Securities which may be instituted in any
state or federal court in the borough of Manhattan, The City of New York, and
expressly accepts the non-exclusive jurisdiction of such courts in respect of
any such Proceeding.  The Company hereby
represents and warrants that the Authorized Agent has accepted such appointment
and has agreed to act as said agent for service of process, such appointment to
be irrevocable until the appointment of a successor Authorized Agent in The
City of New York for such purpose and such successor’s acceptance of such
appointment shall have occurred. If at any time the Authorized Agent no longer has an office in
the borough of Manhattan, The City of New York, upon whom process may be served
in any Proceeding arising out of or based upon this Indenture or the Securities
which may be instituted in any state or federal court in the borough of
Manhattan, The City of New York, the Company will immediately appoint an
Authorized Agent upon whom such process may be served. Until this Indenture is
terminated, the Company shall maintain an Authorized Agent in The City of New
York, and the Company agrees to take any and all action, including the filing
of any and all documents, that may be necessary to continue such appointment in
full force and effect as aforesaid. Service of process upon the Authorized
Agent shall be deemed, in every respect, effective service of process upon the
Company. Notwithstanding the foregoing, any Proceeding arising out of or based
upon this Indenture or the Securities may be instituted in any court of
competent jurisdiction in Switzerland.


(c)   To the extent that the Company is or may
become entitled to claim for itself any immunity from jurisdiction (sovereign
or otherwise) and to the extent that in any jurisdiction there may be
attributed to the Company such an immunity (whether or not claimed), the
Company hereby irrevocably waives and agrees not to claim any immunity from
suit, jurisdiction, execution of a judgment, or attachment or set-off in aid of
execution of a judgment, to which it or its property might otherwise be
entitled in any Proceeding arising out of or based on this Indenture or the
Securities which may be instituted in any state or federal court in the borough
of Manhattan, The City of New York, or in any competent court in Switzerland,
but only to the extent necessary for enforcement of the obligations of the
Company hereunder or under the Securities. The agreements and waiver contained
in this Section 11.08(c) are intended to be effective upon the execution of
this Indenture without any further act by the Company before any such court and
introduction of a true copy of this Indenture into evidence shall be conclusive
and final evidence of such waiver.


Section
11.09.  No Adverse Interpretation of Other Agreements.  This Indenture may not be used to interpret
another indenture or loan or debt agreement of the Company or any Subsidiary of
the Company.  Any such indenture or
agreement may not be used to interpret this Indenture.


Section
11.10.  Successors.  All
agreements of the Company in this Indenture and the Securities shall bind its
successors.  All agreements of the
Trustee in this Indenture shall bind its successors.


Section
11.11.  Duplicate Originals. 
The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but
all of them together represent the same agreement.


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


Section
11.13.  Table of Contents, Headings, Etc.  The Table of Contents and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms and provisions hereof.


Section 11.14.  Incorporators,
Stockholders, Officers and Directors of Company Exempt from Individual
Liability.  No recourse under or upon
any obligation, covenant or agreement contained in this Indenture or any
indenture supplemental hereto, or in any Security or any coupons appertaining
thereto, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such, or against any past, present or future stockholder,
officer, director or employee, as such, of the Company or of any successor,
either directly or through the Company or any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities and the
coupons appertaining thereto by the holders thereof and as part of the
consideration for the issue of the Securities and the coupons appertaining
thereto.


 


53

















 


Section 11.15.  Judgment Currency.  The Company agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in
respect of the Principal of or interest on the Securities of any series (the
“Required Currency”) into a currency in which a judgment will be rendered (the
“Judgment Currency”), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the day on
which final unappealable judgment is entered, unless such day is not a Business
Day in The City of New York, then, to the extent permitted by applicable law,
the rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the Business Day in The City of
New York preceding the day on which a final unappealable judgment is entered
and (b) its obligations under this Indenture to make payments in the Required
Currency (i) shall not be discharged or satisfied by any tender, or any
recovery pursuant to any judgment (whether or not entered in accordance with
subsection (a)), in any currency other than the Required Currency, except to
the extent that such tender or recovery shall result in the actual receipt, by
the payee, of the full amount of the Required Currency expressed to be payable
in respect of such payments, (ii) shall be enforceable as an alternative or additional
cause of action for the purpose of recovering in the Required Currency the
amount, if any, by which such actual receipt shall fall short of the full
amount of the Required Currency so expressed to be payable and (iii) shall not
be affected by judgment being obtained for any other sum due under this
Indenture.


 


54

















 


SIGNATURES


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


	
  

  	
   

  	
  CREDIT SUISSE,

  as the Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Peter Feeney

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Sharon O’Connor

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE BANK OF NEW YORK,

  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Ignazio Tamburello

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 


55

















 


Annex 1


FORM OF SUBORDINATED DEBT
SECURITY


FACE OF [NOTE]
[DEBENTURE]


PRINCIPAL AMOUNT: 
$ ________________

CUSIP: ________________

No.: ________________


[Unless and until it is exchanged in whole or in part
for [Notes] [Debentures] in definitive registered form, this [Note] [Debenture]
may not be transferred except as a whole by the Depositary to the nominee of
the Depositary or by a nominee of the Depositary to the Depositary or another nominee
of the Depositary or by the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary.]


CREDIT SUISSE


_____% [Note]


[Sinking Fund Debenture]


Due _______________


CREDIT SUISSE, a
corporation organized under the laws of, and duly licensed as a bank in,
Switzerland (the “Company”, which term includes any successor corporation under
the Indenture hereinafter referred to), for value received, hereby promises to
pay to __________, or registered assigns, at the office or agency of the
Company in New York, New York, the principal sum of _________ dollars on _____________,
in the coin or currency of the United States, and to pay interest,
semi-annually on ____________ and ____________ of each year, commencing ____________________,
on said principal sum at said office or agency, in like coin or currency, at
the rate per annum specified in the title of this [Note] [Debenture], from the __________
or the ____________, as the case may be, next preceding the date of this [Note]
[Debenture] to which interest has been paid or duly provided for, unless the
date hereof is a date to which interest has been paid or duly provided for, in
which case from the date of this [Note] [Debenture], or unless no interest has
been paid or duly provided for on these [Notes] [Debentures], in which case
from ____________________, until payment of said principal sum has been made or
duly provided for; provided, that payment of interest may be made at the
option of the Company by check mailed to the address of the person entitled
thereto as such address shall appear on the Security register or by wire
transfer as provided in the Indenture. 
Notwithstanding the foregoing, if the date hereof is after the ____ the
day of __________ or ____________, as the case may be, and before the following
__________ or ____________, this [Note] [Debenture] shall bear interest from
such ____________ or ____________; provided, that if the Company shall
default in the payment of interest due on such __________ or __________, then
this [Note] [Debenture] shall bear interest from the next preceding __________
or __________, to which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for on these [Notes] [Debentures], from
________________.  The interest so
payable on any ________ or ________ will, subject to certain exceptions


 














 


provided in the Indenture
referred to on the reverse hereof, be paid to the person in whose name this
[Note] [Debenture] is registered at the close of business on the ________ or ____________,
as the case may be, next preceding such __________ or ____________, whether or
not such day is a Business Day.


Reference is made to the further provisions of this
[Note] [Debenture] set forth on the reverse hereof.  Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.


This [Note]
[Debenture] shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been manually signed by the
Trustee under the Indenture referred to on the reverse hereof.


 

















 


IN WITNESS WHEREOF, CREDIT SUISSE has caused this
[Note][Debenture] to be duly executed.


	
   

  	
  CREDIT SUISSE

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


CERTIFICATE OF
AUTHENTICATION


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


Dated:


	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  



 

















 


REVERSE OF [NOTE]
[DEBENTURE]


CREDIT SUISSE


____% [Note]


[Sinking Fund Debenture]


Due ________


This [Note] [Sinking Fund Debenture] is one of a duly
authorized issue of debentures, notes, bonds or other evidences of indebtedness
of the Company (hereinafter called the “Securities”) of the series hereinafter
specified, all issued or to be issued under and pursuant to a subordinated
indenture dated as of ______________, ________ (herein called the “Indenture”),
duly executed and delivered by the Company to The Bank of New York, as trustee
(herein called the “Trustee”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Securities.  The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), may be
subject to different sinking, purchase or analogous funds (if any) and may
otherwise vary as in the Indenture provided. 
This [Note] [Debenture] is one of a series designated as the ______%
[Notes] [Sinking Fund Debentures] Due ______ of the Company, limited in
aggregate principal amount to $________________.


Interest will be computed on the basis of a 360-day
year of twelve 30-day months.  The
Company shall pay interest on overdue Principal and, to the extent lawful, on
overdue installments of interest at the rate per annum borne by this [Note]
[Debenture].  If a payment date is not a
Business Day as defined in the Indenture at a place of payment, payment may be
made at that place on the next succeeding day that is a Business Day, and no interest
shall accrue for the intervening period.


In case an Event of Default (as defined in the
Indenture) with respect to the ______% [Notes] [Sinking Fund Debentures] Due ________
shall have occurred and be continuing, the Principal hereof and the interest
accrued hereon, if any, may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.


The Indenture
contains provisions which provide that, without prior notice to any Holders,
the Company and the Trustee may amend the Indenture and the Securities of any
series with the written consent of the Holders of a majority in principal
amount (or, if any Securities are Original Issue Discount Securities, such
portion of the Principal as then may be accelerated) of the outstanding
Securities of all series affected by such amendment (all such series voting as
one class), and the Holders of a majority in principal amount (or, if any
Securities are Original Issue Discount Securities, such portion of the Principal
as may then be accelerated) of the outstanding Securities of all series
affected thereby (all such series voting as one class) by written notice to the
Trustee may waive future compliance by the Company with any provision of the
Indenture or the Securities of such series; provided that, without the
consent of each Holder of the Securities


 

















 


of each series affected
thereby, an amendment or waiver, including a waiver of past defaults, may not:
(i) extend the stated maturity of the Principal of, or any sinking fund
obligation or any installment of interest on, such Holder’s Security, or reduce
the Principal thereof or the rate of interest thereon (including any amount in
respect of original issue discount), or adversely affect the rights of such
Holder under any mandatory redemption or repurchase provision or any right of
redemption or repurchase at the option of such Holder, or reduce the amount of
the Principal of an Original Issue Discount Security that would be due and
payable upon an acceleration of the maturity thereof or the amount thereof
provable in bankruptcy, insolvency or similar proceedings, or change any place
of payment where, or the currency in which, any Security or the interest
thereon is payable, modify any right to convert or exchange such Holder’s
Security for another security to the detriment of the Holder, or impair the
right to institute suit for the enforcement of any such payment on or after the
due date therefor; (ii) reduce the percentage in principal amount of
outstanding Securities of the relevant series the consent of whose Holders is
required for any such supplemental indenture, or for any waiver of compliance
with certain provisions of the Indenture or certain Defaults and their
consequences provided for in the Indenture; (iii) waive a Default in the
payment of Principal of or interest on any Security of such Holder; or (iv)
modify any of the provisions of the Indenture governing supplemental indentures
with the consent of Holders except to increase any such percentage or to provide
that certain other provisions of the Indenture cannot be modified or waived
without the consent of the Holder of each outstanding Security affected
thereby.


It is also provided in the Indenture that, subject to
certain conditions, the Holders of at least a majority in principal amount (or,
if any Securities are Original Issue Discount Securities, such portion of the
Principal as is then accelerable) of the outstanding Securities of all series
affected (voting as a single class), by notice to the Trustee, may waive an
existing Default or Event of Default with respect to the Securities of such
series and its consequences, except a Default in the payment of Principal of or
interest on any Security or in respect of a covenant or provision of the Indenture
which cannot be modified or amended without the consent of the Holder of each
outstanding Security affected.  Upon any
such waiver, such Default shall cease to exist, and any Event of Default with
respect to the Securities of such series arising therefrom shall be deemed to
have been cured, for every purpose of the Indenture; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereto.


The Indenture
provides that a series of Securities may include one or more tranches (each a
“tranche”) of Securities, including Securities issued in a Periodic
Offering.  The Securities of different
tranches may have one or more different terms, including authentication dates
and public offering prices, but all the Securities within each such tranche
shall have identical terms, including authentication date and public offering
price.  Notwithstanding any other
provision of the Indenture, subject to certain exceptions, with respect to
sections of the Indenture concerning the execution, authentication and terms of
the Securities, redemption of the Securities, Events of Default of the
Securities, defeasance of the Securities and amendment of the Indenture, if any
series of Securities includes more than one tranche, all provisions of such
sections applicable to any series of Securities shall be deemed equally
applicable to each tranche of any series of Securities in the same manner as
though originally designated a series unless otherwise provided with respect to
such series or tranche pursuant to a Board Resolution or a supplemental
indenture establishing such series or tranche.


 

















 


The Company, for itself and
its successors, and each Holder, by accepting the [Notes] [Debentures], agrees
that the payment of the Principal of and interest on the [Notes] [Debentures]
is subordinated, to the extent and in the manner provided in the Indenture, to
the right of payment in full of all present and future Senior Indebtedness, and
that the subordination provisions in the Indenture are for the benefit of the
Holders of Senior Indebtedness.


No reference herein to the Indenture and no provision
of this [Note] [Debenture] or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
Principal of and interest on this [Note] [Debenture] in the manner, at the
place, at the respective times, at the rate and in the coin or currency herein
prescribed.


The [Notes] [Debentures] are issuable initially only
in registered form without coupons in denominations of [$1,000] or any integral
multiple thereof and are transferable and exchangeable at the office or agency
of the Company in the Borough of Manhattan, The City of New York, and in the
manner and subject to the limitations provided in the Indenture.


[This [Note] [Debenture] will not be redeemable at the
option of the Company prior to maturity.] [This [Note] [Debenture] is
redeemable prior to maturity __________________.] [This Debenture is entitled
to the benefits of a mandatory sinking fund as follows: ______________________.]


Upon due presentment for registration of transfer of
this [Note] [Debenture] at the office or agency of the Company in the Borough
of Manhattan, The City of New York, a new [Note or Notes] [Debenture or
Debentures] of authorized denominations for an equal aggregate principal amount
will be issued to the transferee in exchange therefor, subject to the
limitations provided in the Indenture, without charge except for any tax or
other governmental charge imposed in connection therewith.


The Company, the Trustee and any agent of the Company
or the Trustee may deem and treat the registered Holder hereof as the absolute
owner of this [Note] [Debenture] (whether or not this [Note] [Debenture] shall
be overdue and notwithstanding any notation of ownership or other writing
hereon), for the purpose of receiving payment of, or on account of, the
Principal hereof and, subject to the provisions hereof, interest hereon, and
for all other purposes, and neither the Company nor the Trustee nor any agent
of the Company or the Trustee shall be affected by any notice to the contrary.


No recourse under or upon any obligation, covenant or
agreement contained in the Indenture or any indenture supplemental thereto or
in any [Note] [Debenture], or because of any indebtedness evidenced thereby,
shall be had against any incorporator as such, or against any past, present or
future stockholder, officer, director or employee, as such, of the Company or
of any successor, either directly or through the Company or any successor,
under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the issue hereof.


Terms used herein
which are defined in the Indenture shall have the respective meanings assigned
thereto in the Indenture.


 

















 


The laws of the
State of New York (without regard to conflicts of laws principles thereof)
shall govern this [Note] [Debenture].


 

















 


FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto


[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE]


	
  

  
	
   

  
	
   

  



 


[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP
CODE, OF ASSIGNEE]


	
  

  



 


	
  the within
  [Note] [Debenture] and all rights thereunder, hereby irrevocably constituting
  and appointing

  	
   

  
	
   

  	
   Attorney to transfer such [Note]

  
	
  [Debenture]
  on the books of the Issuer, with full power of substitution in the premises.

  
			



 


	
  

  	
  Signature:

  
	
   

  	
   

  
	
  Dated:_________________________

  	
   

  
	
   

  	
  NOTICE: The
  signature to this assignment must correspond with the name as written upon
  the face of the within [Note] [Debenture] in every particular without
  alteration or enlargement or any change whatsoever.