EXHIBIT 4.3


 




 





 


ARCH CAPITAL GROUP LTD.,


 


as Issuer,


 


and


 


[NAME OF TRUSTEE],




as Trustee


 






 


INDENTURE




Dated as of                ,
200


 






 


Senior Debt Securities


 




 





 

















 


CROSS-REFERENCE TABLE


 


Reconciliation and tie between Trust
Indenture Act of 1939 and Indenture, dated as of
[                        ],
[    ].


 


	
  Trust Indenture

  Act Section

  	
   

  	
  Indenture
  Section

  
	
   

  	
   

  	
   

  
	
  § 310(a)

  	
   

  	
  609

  
	
  (b)

  	
   

  	
  608, 610

  
	
  (c)

  	
   

  	
  Not Applicable

  
	
  § 311(a)

  	
   

  	
  613

  
	
  (b)

  	
   

  	
  613

  
	
  (c)

  	
   

  	
  Not Applicable

  
	
  § 312(a)

  	
   

  	
  701, 702

  
	
  (b)

  	
   

  	
  705

  
	
  (c)

  	
   

  	
  705

  
	
  § 313(a)

  	
   

  	
  703(a)

  
	
  (b)

  	
   

  	
  703(b)

  
	
  (c)

  	
   

  	
  703(b)

  
	
  (d)

  	
   

  	
  703(b) and (c)

  
	
  § 314(a)

  	
   

  	
  704

  
	
  (b)

  	
   

  	
  Not Applicable

  
	
  (c)

  	
   

  	
  102

  
	
  (d)

  	
   

  	
  Not Applicable

  
	
  (e)

  	
   

  	
  102

  
	
  (f)

  	
   

  	
  Not Applicable

  
	
  § 315(a)

  	
   

  	
  601, 603

  
	
  (b)

  	
   

  	
  602, 703(b)

  
	
  (c)

  	
   

  	
  601(b)

  
	
  (d)

  	
   

  	
  601(c)

  
	
  (e)

  	
   

  	
  514

  
	
  § 316(a)(1)

  	
   

  	
  512, 513

  
	
  (b)

  	
   

  	
  508

  
	
  (c)

  	
   

  	
  104(d)

  
	
  § 317(a)(1)

  	
   

  	
  503

  
	
  (a)(2)

  	
   

  	
  504

  
	
  (b)

  	
   

  	
  1003

  
	
  § 318(a)

  	
   

  	
  107

  



 


NOTE:  This reconciliation and
tie shall not, for any purpose, be deemed to be a part of the Indenture.


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE ONE

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS
  AND OTHER PROVISIONS

  
	
  OF GENERAL
  APPLICATION

  
	
   

  	
   

  	
   

  
	
  SECTION 101.

  	
  Definitions

  	
  1

  
	
  SECTION 102.

  	
  Compliance
  Certificates and Opinions

  	
  6

  
	
  SECTION 103.

  	
  Form of
  Documents Delivered to Trustee

  	
  6

  
	
  SECTION 104.

  	
  Acts of
  Holders

  	
  7

  
	
  SECTION 105.

  	
  Notices,
  Etc., to Trustee and Company

  	
  8

  
	
  SECTION 106.

  	
  Notice to
  Holders; Waiver

  	
  8

  
	
  SECTION 107.

  	
  Conflict
  with Trust Indenture Act

  	
  8

  
	
  SECTION 108.

  	
  Effect of
  Headings and Table of Contents

  	
  8

  
	
  SECTION 109.

  	
  Successors
  and Assigns

  	
  8

  
	
  SECTION 110.

  	
  Severability
  Clause

  	
  9

  
	
  SECTION 111.

  	
  Benefits of
  Indenture

  	
  9

  
	
  SECTION 112.

  	
  GOVERNING
  LAW

  	
  9

  
	
  SECTION 113.

  	
  Legal
  Holidays

  	
  9

  
	
  SECTION 114.

  	
  References
  to Currency

  	
  9

  
	
  SECTION 115.

  	
  Agent for
  Service; Submission to Jurisdiction; Waiver of Immunities

  	
  9

  
	
  SECTION 116.

  	
  Judgment
  Currency

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  
	
   

  	
   

  	
   

  
	
  SECURITY FORMS

  
	
   

  	
   

  	
   

  
	
  SECTION 201.

  	
  Forms
  Generally

  	
  10

  
	
  SECTION 202.

  	
  Form of
  Trustee’s Certificate of Authentication

  	
  11

  
	
  SECTION 203.

  	
  Securities
  Issuable in the Form of a Global Security

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  
	
   

  	
   

  	
   

  
	
  THE SECURITIES

  
	
   

  	
   

  	
   

  
	
  SECTION 301.

  	
  Amount
  Unlimited; Issuable in Series

  	
  13

  
	
  SECTION 302.

  	
  Denominations

  	
  15

  
	
  SECTION 303.

  	
  Execution,
  Authentication, Delivery and Dating

  	
  15

  
	
  SECTION 304.

  	
  Temporary
  Securities

  	
  16

  
	
  SECTION 305.

  	
  Registration;
  Registration of Transfer and Exchange

  	
  16

  
	
  SECTION 306.

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
  17

  
	
  SECTION 307.

  	
  Payment of
  Interest; Interest Rights Preserved

  	
  18

  
	
  SECTION 308.

  	
  Persons
  Deemed Owners

  	
  19

  
	
  SECTION 309.

  	
  Cancellation

  	
  19

  
	
  SECTION 310.

  	
  Computation
  of Interest

  	
  19

  
	
  SECTION 311.

  	
  CUSIP and
  ISIN Numbers

  	
  19

  



 


i

















 


	
   

  	
   

  	
  Page

  
	
   

  
	
  ARTICLE FOUR

  
	
   

  	
   

  	
   

  
	
  SATISFACTION
  AND DISCHARGE

  
	
   

  	
   

  	
   

  
	
  SECTION 401.

  	
  Satisfaction
  and Discharge of Indenture

  	
  19

  
	
  SECTION 402.

  	
  Application
  of Trust Funds; Indemnification

  	
  21

  
	
  SECTION 403.

  	
  Defeasance
  and Discharge of Indenture

  	
  21

  
	
  SECTION 404.

  	
  Defeasance
  of Certain Obligations

  	
  22

  
	
  SECTION 405.

  	
  Reinstatement

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  
	
   

  	
   

  	
   

  
	
  REMEDIES

  
	
   

  	
   

  	
   

  
	
  SECTION 501.

  	
  Events of
  Default

  	
  24

  
	
  SECTION 502.

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
  25

  
	
  SECTION 503.

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee

  	
  26

  
	
  SECTION 504.

  	
  Trustee
  May File Proofs of Claim

  	
  26

  
	
  SECTION 505.

  	
  Trustee
  May Enforce Claims without Possession of Securities

  	
  27

  
	
  SECTION 506.

  	
  Application
  of Money Collected

  	
  27

  
	
  SECTION 507.

  	
  Limitation
  on Suits

  	
  27

  
	
  SECTION 508.

  	
  Unconditional
  Right of Holders to Receive Principal, Premium and Interest

  	
  28

  
	
  SECTION 509.

  	
  Restoration
  of Rights and Remedies

  	
  28

  
	
  SECTION 510.

  	
  Rights and
  Remedies Cumulative

  	
  28

  
	
  SECTION 511.

  	
  Delay or
  Omission Not Waiver

  	
  29

  
	
  SECTION 512.

  	
  Control by
  Holders

  	
  29

  
	
  SECTION 513.

  	
  Waiver of
  Past Defaults

  	
  29

  
	
  SECTION 514.

  	
  Undertaking
  for Costs

  	
  29

  
	
  SECTION 515.

  	
  Waiver of
  Stay or Extension Laws

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  
	
   

  	
   

  	
   

  
	
  THE TRUSTEE

  
	
   

  	
   

  	
   

  
	
  SECTION 601.

  	
  Certain
  Duties and Responsibilities

  	
  30

  
	
  SECTION 602.

  	
  Notice of
  Defaults

  	
  31

  
	
  SECTION 603.

  	
  Certain
  Rights of Trustee

  	
  31

  
	
  SECTION 604.

  	
  Not
  Responsible for Recitals or Issuance of Securities

  	
  32

  
	
  SECTION 605.

  	
  May Hold
  Securities

  	
  32

  
	
  SECTION 606.

  	
  Money Held
  in Trust

  	
  33

  
	
  SECTION 607.

  	
  Compensation
  and Reimbursement

  	
  33

  
	
  SECTION 608.

  	
  Disqualification;
  Conflicting Interests

  	
  33

  
	
  SECTION 609.

  	
  Corporate
  Trustee Required; Eligibility

  	
  33

  
	
  SECTION 610.

  	
  Resignation
  and Removal; Appointment of Successor

  	
  34

  
	
  SECTION 611.

  	
  Acceptance
  of Appointment by Successor

  	
  35

  
	
  SECTION 612.

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
  36

  
	
  SECTION 613.

  	
  Preferential
  Collection of Claims Against Company

  	
  36

  



 


ii

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  
	
   

  	
   

  	
   

  
	
  HOLDERS’ LISTS
  AND REPORTS BY TRUSTEE AND COMPANY

  
	
   

  	
   

  	
   

  
	
  SECTION 701.

  	
  Company to
  Furnish Trustee Names and Addresses of Holders

  	
  36

  
	
  SECTION 702.

  	
  Preservation
  of Information; Communications to Holders

  	
  37

  
	
  SECTION 703.

  	
  Reports by
  Trustee

  	
  37

  
	
  SECTION 704.

  	
  Reports by
  Company

  	
  37

  
	
  SECTION 705.

  	
  Communications
  by Holders with Other Holders

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  
	
   

  	
   

  	
   

  
	
  SUCCESSOR
  CORPORATION

  
	
   

  	
   

  	
   

  
	
  SECTION 801.

  	
  When Company
  May Merge or Transfer Assets

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  
	
   

  	
   

  	
   

  
	
  AMENDMENTS &
  SUPPLEMENTAL INDENTURES

  
	
   

  	
   

  	
   

  
	
  SECTION 901.

  	
  Amendments
  or Supplemental Indentures without Consent of Holders

  	
  39

  
	
  SECTION 902.

  	
  Amendments
  or Supplemental Indentures with Consent of Holders

  	
  40

  
	
  SECTION 903.

  	
  Execution of
  Supplemental Indentures

  	
  40

  
	
  SECTION 904.

  	
  Effect of
  Supplemental Indentures

  	
  41

  
	
  SECTION 905.

  	
  Conformity
  with Trust Indenture Act

  	
  41

  
	
  SECTION 906.

  	
  Reference in
  Securities to Supplemental Indentures

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  
	
   

  	
   

  	
   

  
	
  COVENANTS

  
	
   

  	
   

  	
   

  
	
  SECTION 1001.

  	
  Payment of
  Principal, Premium and Interest

  	
  41

  
	
  SECTION 1002.

  	
  Maintenance
  of Office or Agency

  	
  41

  
	
  SECTION 1003.

  	
  Money for
  Securities; Payments to Be Held in Trust

  	
  42

  
	
  SECTION 1004.

  	
  Corporate
  Existence

  	
  43

  
	
  SECTION 1005.

  	
  Statement by
  Officers as to Default

  	
  43

  
	
  SECTION 1006.

  	
  Waiver of
  Certain Covenants

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  
	
   

  	
   

  	
   

  
	
  REDEMPTION OF
  SECURITIES

  
	
   

  	
   

  	
   

  
	
  SECTION 1101.

  	
  Applicability
  of Article

  	
  43

  
	
  SECTION 1102.

  	
  Election to
  Redeem; Notice to Trustee

  	
  44

  
	
  SECTION 1103.

  	
  Selection by
  Trustee of Securities to Be Redeemed

  	
  44

  
	
  SECTION 1104.

  	
  Notice of
  Redemption

  	
  44

  
	
  SECTION 1105.

  	
  Deposit of
  Redemption Price

  	
  45

  
	
  SECTION 1106.

  	
  Securities
  Payable on Redemption Date

  	
  45

  
	
  SECTION 1107.

  	
  Securities
  Redeemed in Part

  	
  46

  



 


iii

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE

  
	
   

  	
   

  	
   

  
	
  SINKING FUNDS

  
	
   

  	
   

  	
   

  
	
  SECTION 1201.

  	
  Applicability
  of Article

  	
  46

  
	
  SECTION 1202.

  	
  Satisfaction
  of Sinking Fund Payments with Securities

  	
  46

  
	
  SECTION 1203.

  	
  Redemption
  of Securities for Sinking Fund

  	
  47

  



 


iv
















 


INDENTURE,
dated as
of                 ,
200   , between Arch Capital Group Ltd., a Bermuda company
(herein called the “Company”),
having its principal office at Wessex House, 45 Reid Street, Hamilton HM 12,
Bermuda, and [Name of Trustee], as trustee hereunder (herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance from time to time of
its unsecured debentures, notes or other evidences of indebtedness (herein
called the “Securities”), to be issued in one
or more series as in this Indenture provided.


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE



DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


SECTION 101.             Definitions.


 


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


 


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


 


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


 


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


 


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


 


(5)           all references used herein to the male gender shall
include the female gender.


 


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


 


“Affiliate” of
any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified
Person.  For the purposes of 


 

















 


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


 


“Board of Directors”
means either the board of directors (or the functional equivalent thereof) of
the Company or any duly authorized committee of that board duly authorized to act
hereunder.


 


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


 


“Business Day”
means, with respect to any Securities, a day that in the City of New York or in
any Place of Payment is not a day on which banking institutions are authorized
by law or regulation to close.


 


“Capital Stock”  for any Person means any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including preference
shares, but excluding any debt securities convertible into such equity.


 


“Certificated Securities”
means Securities that are in registered definitive form.


 


“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
instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.


 


“Common Shares”
means the common shares, $0.01 par value per share, of the Company or any other
shares of Capital Stock of the Company into which such Common Shares shall be reclassified
or changed.


 


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


 


“Company Request”
or “Company Order” means a written request
or order signed in the name of the Company by its chairman of the Board of
Directors, a vice chairman, its president or a vice president, and by its
treasurer, an assistant treasurer, its secretary or an assistant secretary, and
delivered to the Trustee.


 


“Corporate Trust Office”
means the office of the Trustee at which at any particular time the trust
created by this Indenture shall be administered, which office, at the time of
the execution of this Indenture, is located at
[                        ].


 


“Covenant Defeasance”
has the meaning specified in Section 404.


 


“Defaulted Interest”
has the meaning specified in Section 307.


 


“Depositary”
means, unless otherwise specified by the Company pursuant to either Section 203
or 301, with respect to Securities of any series issuable or issued as a Global
Security, The Depository 


 


2

















 


Trust Company,
New York, New York, or any successor thereto registered under the Exchange Act
or other applicable statute or regulation.


 


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


 


“Exchange Act”
means the United States Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated by the Commission thereunder.


 


“Global Security”
means a Security issued to evidence all or a part of any series of Securities
which is executed by the Company and authenticated and delivered by the Trustee
to the Depositary or pursuant to the Depositary’s instruction, all in
accordance with this Indenture and pursuant to a Company Order, which shall be
registered in the name of the Depositary or its nominee.


 


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


 


“Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more amendments or indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as
contemplated by Section 301.


 


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


 


“Issuer” means
the Company.


 


“Judgment Currency”
has the meaning specified in Section 116.


 


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


 


“Officers’ Certificate”
means a certificate signed by (i) the chairman of the board, the
president, a vice president or a director, and (ii) the principal
financial officer, a vice president, the treasurer, an assistant treasurer, the
secretary or an assistant secretary, of the Company, and delivered to the
Trustee.


 


“Opinion of Counsel”
means written opinion of counsel, who may be counsel for the Company and who
shall be acceptable to the Trustee.


 


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


 


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


 


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


 


                   (ii)        Securities for whose
payment or redemption money or evidences of indebtedness in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the
Company (if the 


 


3

















 


Company shall act as its own Paying Agent)
for the Holders of such Securities; provided that,
if such Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made; and


 


                  (iii)        Securities which have
been paid pursuant to Section 306 or in exchange for or in lieu of which
other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company; provided, however, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder,
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Responsible
Officer of the Trustee knows to be so owned shall be so disregarded.  Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor.  In case of a dispute as to such right, any decision
by the Trustee shall be full protection to the Trustee.  Upon request of the Trustee, the Company
shall furnish to the Trustee promptly an Officers’ Certificate listing and
identifying all Securities, if any, known by the Company to be owned or held by
or for the account of any of the above-described Persons; and, subject to Section 601,
the Trustee shall be entitled to accept such Officers’ Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purposes of any such
determination.


 


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


 


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


 


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


 


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


 


“Preference Shares”  means the preference shares, $0.01 par value per share, of
the Company or any other shares of Capital Stock of the Company into which such
Preference Shares shall be reclassified or changed.


 


“Process Agent”
has the meaning specified in Section 115.


 


4

















 


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


 


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


 


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


 


“Responsible Officer,”
when used with respect to the Trustee, means any officer of the Trustee
assigned by the Trustee to administer its corporate trust matters with respect
to this Indenture (which, for the avoidance of doubt, includes without
limitation any supplemental indenture hereto).


 


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


 


“Security Register”
and “Security Registrar” have the respective
meanings specified in Section 305.


 


“Special Record Date”
for the payment of any Defaulted Interest means a date fixed by the Trustee
pursuant to Section 307.


 


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


 


“Subsidiary”
means, with respect to any Person:


 


(1)           any corporation or company a majority of whose Capital
Stock with voting power, under ordinary circumstances, to elect directors is,
at the date of determination, directly or indirectly, owned by such Person (a “subsidiary”), by one or more subsidiaries of such Person or
by such Person and one or more subsidiaries of such Person;


 


(2)           a partnership in which such Person or a subsidiary of such
Person is, at the date of determination, a general partner of such partnership;
or


 


(3)           any partnership, limited liability company or other Person
in which such Person, a subsidiary of such Person or such Person and one or
more subsidiaries of such Person, directly or indirectly, at the date of
determination, have (x) at least a majority ownership interest or (y) the
power to elect or appoint or direct the election or appointment of the managing
partner or member of such Person or, if applicable, a majority of the directors
or other governing body of such Person.


 


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


 


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


 


5

















 


“U.S. Government
Obligations” means securities which 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 a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America
the payment of which is unconditionally guaranteed as to the timely payment of
principal and interest as a full faith and credit obligation by the United
States of America, which, in either case, are not callable or redeemable at the
option of the issuer thereof, and shall also include a depository receipt
issued by a bank or trust company which is a member of the Federal Reserve
System and having a combined capital and surplus of at least $50,000,000 as
custodian with respect to any such obligation evidenced by such depository
receipt or a specific payment of interest on or principal of any such
obligation held by such custodian for the account of the holder of a depository
receipt; provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by
the custodian in respect of the obligation set forth in (i) or (ii) above
or the specific payment of interest on or principal of such obligation
evidenced by such depository receipt.


 


SECTION 102.             Compliance Certificates and
Opinions.


 


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


 


Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:


 


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


 


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


 


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


 


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


 


SECTION 103.             Form of Documents
Delivered to Trustee.


 


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


 


6

















 


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


 


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


 


SECTION 104.             Acts of Holders.


 


(a)           Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly required,
to the Company.  Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing such instrument or
instruments.  Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 601) conclusive
in favor of the Trustee and the Company, if made in the manner provided in this
Section 104.


 


(b)           The fact and date of the execution of
any such instrument or writing, or the authority of the Person executing the
same, may be proved in accordance with such reasonable rules and regulations
as may be prescribed by the Trustee or in any reasonable manner which the
Trustee deems sufficient.


 


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


 


(d)           If the Company shall solicit from the
Holders any request, demand, authorization, direction, notice, consent, waiver
or other Act, the Company may, at its option, by or pursuant to a Board
Resolution, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do
so.  Notwithstanding Trust Indenture Act Section 316(c),
such record date shall be the record date specified in or pursuant to such
Board Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith
and not later than the date such solicitation is completed.  If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act maybe
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the purposes
of determining whether Holders of the requisite proportion of Outstanding
Securities shall be computed as of such record date; provided,
however, that no such authorization,
agreement or consent by such Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than eleven months after the record date.


 


(e)           Any request, demand, authorization,
direction, notice, consent, waiver or other Act of the Holder of any Security
shall bind every future Holder of the same Security and the Holder of every Security
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof in respect of 


 


7

















 


anything done, omitted or
suffered to be done by the Trustee or the Company in reliance thereon, whether
or not notation of such action is made upon such Security.


 


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


 


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


 


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


 


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


 


SECTION 106.             Notice to Holders; Waiver.


 


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


 


In case by reason of the suspension of
regular mail service or by reason of any other case it shall be impracticable
to give such notice by mail, then such notification as shall be made with the approval
of the Trustee shall constitute a sufficient notification for every purpose
hereunder.


 


SECTION 107.             Conflict with Trust Indenture
Act.


 


If any provision hereof limits, qualifies or
conflicts with another provision which is required or deemed to be included in
this Indenture by any of the provisions of the Trust Indenture Act, such
required or deemed provision shall control.


 


SECTION 108.             Effect of Headings and Table of
Contents.


 


The article and section headings herein and
the table of contents are for convenience only and shall not affect the
construction hereof.


 


SECTION 109.             Successors and Assigns.


 


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


 


8

















 


SECTION 110.             Severability Clause.


 


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 111.             Benefits of Indenture.


 


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


 


SECTION 112.             GOVERNING LAW.


 


THIS INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 113.             Legal Holidays.


 


In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this Indenture
or of the Securities) payment of interest or principal (and premium, if any)
need not be made at such Place of Payment on such date, but may be made on the
next succeeding Business Day at such Place of Payment with the same force and
effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity, provided that no interest shall
accrue on the amount payable on such date or at such date for the period from
and after such Interest Payment Date, Redemption Date or Stated Maturity, as
the case may be, to such next succeeding Business Day.


 


SECTION 114.             References to Currency.


 


All references in this Indenture to “dollars”
or “$” are to the currency of the United States of America.


 


SECTION 115.             Agent for Service; Submission
to Jurisdiction; Waiver of Immunities.


 


By the execution and delivery of this
Indenture, the Company (i) acknowledges that it has, by separate written
instrument, designated and appointed
[                        ]
(the “Process Agent”),
[                        ],
as its authorized agent upon which process may be served in any suit, action or
proceeding arising out of or relating to the Securities or this Indenture that
may be instituted in any Federal or state court in the State of New York, The
City of New York, the Borough of Manhattan, or brought under Federal or state
securities laws or brought by the Trustee (whether in its individual capacity
or in its capacity as Trustee hereunder), and acknowledges that the Process
Agent has accepted such designation, (ii) submits to the jurisdiction of
any such court in any such suit, action or proceeding and (iii) agrees
that service of process upon the Process Agent and written notice of said
service to it at its principal office in accordance with Section 105
hereof), shall be deemed in every respect effective service of process upon it
in any such suit or proceeding.  The
Company further agrees to take any and all action, including the execution and
filing of any and all such documents and instruments as may be necessary to
continue such designation and appointment of the Process Agent in full force
and effect so long as the Securities shall be outstanding; provided that the Company
may (and shall, to the extent the Process Agent ceases to be able to be served
on the basis contemplated herein) by written notice to the Trustee, designate
such additional or alternative agents for service of process under this Section 115
that (i) maintains an office located in 


 


9

















 


the Borough of
Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel
for the Company or (y) a corporate service company which acts as agent for
service of process for other Persons in the ordinary course of its business and
(iii) agrees to act as agent for service of process in accordance with
this Section 115.  Such notice shall
identify the name of such agent for process and the address of such agent for
process in the Borough of Manhattan, The City of New York, State of New
York.  Notwithstanding the foregoing,
there shall, at all times, be at least one agent for service of process for the
Company appointed and acting in accordance with this Section 115.


 


To the extent that the Company has or
hereafter may acquire any immunity from jurisdiction of any court or from any
legal process (whether through service of notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) with respect to itself
or its property, it hereby irrevocably waives such immunity in respect of its
obligations under the above-referenced documents, to the extent permitted by
law.


 


SECTION 116.             Judgment Currency.


 


The Company hereby agrees to indemnify the
Trustee and each Holder against any loss incurred by any of them as a result of
any judgment or order being given or made for any amount due under this
Indenture or the Securities and such judgment or order being expressed and paid
in a currency (the “Judgment Currency”)
other than U.S. dollars and as result of any variation as between (i) the
rate of exchange at which the U.S. dollar amount is converted into the Judgment
Currency for the purpose of such judgment or order and (ii) the spot rate
of exchange in The City of New York at which any such Person on the date of payment
of such judgment or order is able to purchase U.S. dollars with the amount of
the Judgment Currency actually received by such Person.  The foregoing indemnity shall continue in
full force and effect notwithstanding any such judgment or order as
aforesaid.  The term “spot rate of exchange”
shall include any premiums and costs of exchange payable in connection with the
purchase of, or conversion into, U.S. dollars.


 


ARTICLE TWO


 


SECURITY FORMS


 


SECTION 201.             Forms Generally.


 


The Securities of each series shall be in
substantially the forms established in one or more indentures supplemental
hereto or approved from time to time by or pursuant to a Board Resolution in
accordance with Section 301, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and any indenture supplemental hereto, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of
any securities exchange or securities regulatory authority or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities.  If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the secretary or an
assistant secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.


 


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


 


10
















 


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


 


The Trustee’s certificate of authentication
required by this Article Two shall be in substantially the form set forth
below and executed by the Trustee by manual signature.


 


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


 


	
  Dated:

  	
   

  
	
   

  	
  [NAME OF TRUSTEE],

  
	
   

  	
        as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer”

  



 


SECTION 203.             Securities Issuable in the Form of
a Global Security.


 


(a)           If the Company shall establish
pursuant to Sections 201 and 301 that the Securities of a particular series are
to be issued in whole or in part in the form of one or more Global Securities,
then the Company shall execute and the Trustee shall, in accordance with Section 303
and the Company Order delivered to the Trustee thereunder, authenticate and
deliver, such Global Security or Securities, which (i) shall represent,
and shall be denominated in an amount equal to the aggregate principal amount
of, the Outstanding Securities of such series to be represented by such Global
Security or Securities, (ii) shall be registered in the name of the
Depositary for such Global Security or Securities or its nominee, (iii) shall
be delivered by the Trustee to the Depositary or its custodian or pursuant to
the Depositary’s instruction and (iv) shall bear a legend substantially to
the following effect: “UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE (I) BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR (II) BY A NOMINEE OF THE DEPOSITARY OR THE DEPOSITARY TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO.  OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”


 


(b)           Notwithstanding any other provision
of this Section 203 or of Section 305, unless the terms of a Global
Security expressly permit such Global Security to be exchanged in whole or in
part for individual Securities, a Global Security may be transferred, in whole
but not in part and in the manner provided in Section 305, only to another
nominee of the Depositary for such Global Security, or to a successor
Depositary for such Global Security selected or approved by the Company or to a
nominee of such successor Depositary.


 


(c)           (i)  If at any time the
Depositary for a Global Security notifies the Company that it is unwilling or
unable to continue as Depositary for such Global Security or if at any time the
Depositary for the Securities for such series shall no longer be eligible or in
good standing under the Exchange Act or 


 


11

















 


other applicable statute or
regulation, the Company shall appoint a successor Depositary with respect to
such Global Security.  If a successor
Depositary for such Global Security 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 a Company Order for the authentication
and delivery of individual Securities of such series in exchange for such
Global Security, and the Trustee, upon receipt of such Company Order, will
authenticate and deliver individual Securities of such series of like tenor and
terms in definitive form in an aggregate principal amount equal to the
principal amount of the Global Security in exchange for such Global Security.


 


(ii)     If an Event of Default
shall have occurred and be continuing or an event shall have occurred which
with the giving of notice or lapse of time or both, would constitute an Event
of Default with respect to the Securities represented by such Global Security,
the Trustee, upon receipt of a Company Order for the authentication and
delivery of individual Securities of such series in exchange for such Global
Security, will authenticate and deliver individual Securities of such series of
like tenor and terms in definitive form in an aggregate principal amount equal
to the principal amount of the Global Security in exchange for such Global
Security.


 


(iii)    The Company may at any
time and in its sole discretion determine that the Securities of any series
issued or issuable in the form of one or more Global Securities shall no longer
be represented by such Global Security or Securities.  In such event the Company will execute, and
the Trustee, upon receipt of a Company Order for the authentication and
delivery of individual Securities of such series in exchange in whole or in
part for such Global Security, will authenticate and deliver individual
Securities of such series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such Global
Security or Securities representing such series to be so exchanged for such
Global Security or Securities.


 


(iv)    If specified by the
Company pursuant to Section 301 with respect to Securities issued or
issuable in the form of a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part for
individual Securities of such series of like tenor and terms in definitive form
on such terms as are acceptable to the Company and such Depositary.  Thereupon the Company shall execute, and the
Trustee shall authenticate and deliver, without service charge, (1) to
each Person specified by such Depositary a new Security or Securities of the
same series of like tenor and terms and of any authorized denomination of
$1,000 and any integral multiple thereof as requested by such Person in
aggregate principal amount equal to and in exchange for such Person’s beneficial
interest in the Global Security; and (2) to such Depositary a new Global
Security of like tenor and terms and in a denomination equal to the difference,
if any, between the principal amount of the surrendered Global Security and the
aggregate principal amount of Securities delivered to Holders thereof.


 


(v)     In any exchange provided
for in any of the preceding four paragraphs, the Company will execute and the
Trustee will authenticate and deliver individual Securities in definitive
registered form in authorized denominations of $1,000 and any integral multiple
thereof.  Upon the exchange of a Global
Security for individual Securities, such Global Security shall be cancelled by
the Trustee.  Securities issued in exchange
for a Global Security pursuant to this Section 203 shall be registered in
such names and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. 
The Trustee shall deliver such Securities to the Persons in whose names
such Securities are so registered.


 


12

















 


ARTICLE THREE



THE SECURITIES


 


SECTION 301.             Amount Unlimited; Issuable in
Series.


 


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


 


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


 


(1)           any
limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 203,
304, 305, 306, 906 or 1107);


 


(2)           if
the price (expressed as a percentage of the aggregate principal amount thereof)
at which such Securities will be issued is a price other than the principal
amount thereof, the portion of the principal amount thereof payable upon declaration
of acceleration of the maturity thereof, or if applicable, the portion of the
principal amount of such Securities that is convertible into another security
or the method by which any such portion shall be determined;


 


(3)           the
date or dates on which the principal of the Securities of the series is payable;


 


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


 


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


 


(6)           the
period of periods within which, the price or prices or ratios at which and the
terms and conditions upon which Securities of the series may be redeemed,
converted or exchanged, in whole or in part;


 


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


 


(8)           if
other than the full principal amount, the portion of the principal amount of Securities
of the series which will be payable upon declaration of acceleration or provable
in bankruptcy;


 


(9)           additional
or alternative events of default;


 


13

















 


(10)         the
currency or currencies, including composite currencies, in which payment of the
principal of (and premium, if any) and interest, if any, on such Securities
shall be payable (if other than the currency of the United States of America),
which unless otherwise specified shall be the currency of the United States of
America as at the time of payment is legal tender for payment of public or
private debts;


 


(11)         if
the principal of (and premium, if any) or interest, if any, on such Securities
is to be payable, at the election of the Company or any Holder thereof, in a
coin or currency other than that in which such Securities are stated to be
payable, then the period or periods within which, and the terms and conditions
upon which, such election may be made;


 


(12)         whether
interest will be payable in cash or additional Securities at the Company’s or
the Holders’ option and the terms and conditions upon which the election may be
made;


 


(13)         if
such Securities are to be denominated in a currency or currencies, including
composite currencies, other than the currency of the United States of America,
the equivalent price in the currency of the United States of America for
purposes of determining the voting rights of Holders of such Securities as Outstanding
Securities under this Indenture;


 


(14)         if
the amount of payments of principal of (and premium, if any), or portions
thereof, or interest, if any, on such Securities may be determined with
reference to an index, formula or other method based on a coin or currency
other than that in which such Securities are stated to be payable, the manner
in which such amounts shall be determined;


 


(15)         additional
or alternative covenants or other material terms relating to the offered
Securities;


 


(16)         whether
the Securities of the series shall be issued in whole or in part in the form of
a Global Security or Securities; the terms and conditions, if any, upon which
such Global Security or Securities may be exchanged in whole or in part for
other individual Securities; and the Depositary for such Global Security or
Securities;


 


(17)         any
listing of such Securities on any securities exchange;


 


(18)         additional
or alternative provisions, if any, related to defeasance and discharge of the offered
Securities;


 


(19)         the
applicability of any guarantees;


 


(20)         if
convertible into Common Shares or Preference Shares, the terms on which such
Securities are convertible, including the initial conversion price, the
conversion period, any events requiring an adjustment of the applicable
conversion price and any requirements relating to the reservation of such
Common Shares or Preference Shares for purposes of conversion;


 


(21)         provisions,
if any, granting special rights to the Holders of Securities of the series upon
the occurrence of such events as may be specified;


 


(22)         each
initial Place of Payment; and


 


(23)         any
other terms of the series.


 


14

















 


All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise
be provided in or pursuant to such Board Resolution and set forth in such
Officers’ Certificate or in any such indenture supplemental hereto.


 


If any of the terms of the Securities of any
series are established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action shall be certified by the secretary or
an assistant secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Officers’ Certificate setting forth the terms of the
Securities of any series (any one Person may sign both such copy in his
capacity as secretary or assistant secretary and such Officer’s Certificate in
his capacity as an officer).


 


SECTION 302.             Denominations.


 


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


 


SECTION 303.             Execution, Authentication,
Delivery and Dating.


 


The Securities shall be executed as a deed on
behalf of the Company by any one of the following individuals: its chairman of
the Board of Directors, a vice chairman, its president, treasurer, secretary or
any of its vice presidents.  The
signature of any of these individuals on the Securities may be manual or facsimile.


 


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


 


At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of
any series executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such Securities,
and the Trustee in accordance with the Company Order shall authenticate and deliver
such Securities.  If the form or terms of
the Securities of the series have been established in or pursuant to one or
more Board Resolutions as permitted by Sections 201 and 301, or by one or more
indentures supplemental hereto as provided by Section 901, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, if it so requests, and (subject to Section 601) shall
be fully protected in relying upon, an Opinion of Counsel stating:


 


(a)           that such form has been established
in conformity with the provisions of this Indenture;


 


(b)           that such terms have been established
in conformity with the provisions of this Indenture;


 


(c)           that this Indenture and such
Securities, when authenticated and delivered by the Trustee and issued by the
Company in the manner and subject to any conditions specified in such Opinion
of Counsel, will constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent 


 


15

















 


conveyance, reorganization and other laws of general applicability
relating to or affecting the enforcement of creditors’ rights and to general
equity principles;


 


(d)           that all laws and requirements in
respect of the execution and delivery by the Company of the Securities have
been complied with; and


 


(e)           such other matters as the Trustee may
reasonably request.


 


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


 


Each Security shall be dated the date of its
authentication unless otherwise provided by the terms established and
contemplated by Section 301.


 


No Security shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security a certificate of authentication substantially in the
form provided for herein executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture.


 


SECTION 304.             Temporary Securities.


 


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


 


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


 


SECTION 305.             Registration; Registration of
Transfer and Exchange.


 


The Company shall cause to be kept at one of
its offices or agencies maintained pursuant to Section 1002 or at the
Corporate Trust Office of the Trustee a register (the register maintained in
such office and in any other office or agency of the Company in a Place of
Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to Section 203
and to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities.  The Trustee initially is hereby appointed “Security
Registrar” for the purpose of registering Securities and transfers of
Securities as herein provided.  The
Company may act as Security Registrar and may change or appoint a Security
Registrar without prior notice to Holders or to the Trustee.


 


16

















 


Subject to Section 203, upon surrender
for registration of transfer of any Security of any series at the office or
agency in a Place of Payment for that series, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of the same series, of
any authorized denominations and of a like aggregate principal amount and
tenor.  In the case of a transfer of part
of any Security, the Company shall execute and the Trustee shall authenticate
and deliver, one or more new Securities of the same series in the name of the
designated transferee or transferees, in respect of the part transferred, and
one or more new Securities of the same series, in respect of the balance of the
old Security not transferred, in the name of the transferor.


 


Subject to Section 203, at the option of
the Holder, Securities of any series may be exchanged for other Securities of
the same series, of any authorized denominations and of a like aggregate principal
amount and tenor, upon surrender of the Securities to be exchanged at such
office or agency.  Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.


 


All Securities issued upon any registration
or 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 registration of transfer or
exchange.


 


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


 


No service charge shall be made for any
registration of transfer or exchange of Securities, but the Company or the
Trustee may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange
of Securities, other than exchanges pursuant to Section 203, 304, 906 or
1107 not involving any transfer.


 


The Company shall not be required (i) to
issue, register the transfer of or exchange Securities of any series during a
period beginning at the opening of business 15 days before the day of the
mailing of a notice of redemption of Securities of that series selected for
redemption (under Section 1103) and ending at the close of business on the
day of such mailing, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.


 


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


 


If there shall be delivered to the Company
and the Trustee (i)(A) any mutilated Security or (B) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to hold each of them and any
agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a bona fide purchaser,
the Company shall execute and upon its request the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security or in
exchange for such mutilated Security, a new Security of the same series and of
like tenor and principal amount and bearing a number not contemporaneously
outstanding.


 


In case any such mutilated, destroyed, lost
or stolen Security has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Security, pay such
Security.


 


17

















 


Upon the issuance of any new Security under
this Section 306, the Company may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.


 


Every new Security of any series issued
pursuant to this Section 306 in lieu of any destroyed, lost or stolen
Security or in exchange for such mutilated Security, shall constitute an
original additional contractual obligation of the Company, whether or not the
mutilated, destroyed, lost or stolen Security shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities of that series duly
issued hereunder.


 


The provisions of this Section 306 are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.


 


SECTION 307.             Payment of Interest; Interest
Rights Preserved.


 


Interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.


 


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


 


(1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, which shall be fixed in the
following manner.  The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each Security of such series and the date of the proposed payment
(which proposed payment date shall be not less than 20 days after the
Company’s written notice to the Trustee, unless the Trustee and the Company
shall agree otherwise), and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix the Special Record
Date for the payment of such Defaulted Interest which shall be not more than
15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment.  The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of Securities of such
series at his address as it appears in the Security Register, not less than
10 days prior to such Special Record Date. 
Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following clause (2).


 


18

















 


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


 


Subject to the foregoing provisions of this Section 307,
each Security lawfully delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by
such other Security.


 


SECTION 308.             Persons Deemed Owners.


 


The Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment
of principal of (and premium, if any) and (subject to Section 307)
interest on such Security and for all other purposes whatsoever, whether or not
such Security be overdue, and none of the Company, the Trustee or any agent of
the Company or the Trustee shall be affected by notice to the contrary.


 


SECTION 309.             Cancellation.


 


All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by
it.  The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee.  No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section 309, except as expressly permitted by this
Indenture.  The Trustee shall destroy cancelled
Securities in accordance with its customary procedures, and, if so requested by
the Company in writing, deliver a certificate of such destruction to the
Company.


 


SECTION 310.             Computation of Interest.


 


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


 


SECTION 311.             CUSIP and ISIN Numbers.


 


The Company in issuing the Securities may use
“CUSIP” and “ISIN” numbers (if then generally in use), and the Trustee shall
use CUSIP or ISIN 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.


 


ARTICLE FOUR


 


SATISFACTION AND DISCHARGE


 


SECTION 401.             Satisfaction and Discharge of
Indenture.


 


This Indenture shall upon Company Request
cease to be of further effect with respect to any series of Securities (except
with respect to Sections 304, 305, 306, 402, 405, 606, 607, 608, 609, 610, 611,



 


19

















 


612, 613, 701,
702, 1002 and 1003 and Article Twelve, in each case, to the extent such Section or
Article relates to such series of Securities, which Sections and Article shall
survive until no Securities of such series are Outstanding), and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to any series of
Securities, on the first date when:


 


(1)           either:


 


(A)          all
Securities of such series theretofore authenticated and delivered (other than (i) Securities
of such series which have been mutilated, destroyed, lost or stolen and which
have been replaced or paid as provided in Section 306 and (ii) Securities
of such series for whose payment money has theretofore been deposited in trust
or segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 1003) have
been delivered to the Trustee for cancellation; or


 


(B)           all
such Securities not theretofore delivered to the Trustee for cancellation:


 


(i)      have become due and payable, or


 


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


 


(iii)    are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company,


 


and the Company, in the case of (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds in trust
for the purpose:


 


(i)      money in U.S. dollars (or if the
Securities are denominated in a currency other than U.S. dollars, an amount of
the applicable currency) in an amount sufficient, or


 


(ii)     (a) U.S. Government Obligations which
through the payment of interest and principal in respect thereof in accordance
with their terms will provide not later than one day before the due date of any
payment referred to in clause (B) of this subparagraph money in an
amount, or (b) a combination of such money and such U.S. Government
Obligations, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee,


 


to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal (and
premium, if any) and interest to the date of such deposit (in the case of
Securities which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be;


 


(2)           if
all series of Securities are being discharged, the Company has paid or caused
to be paid all other sums payable hereunder by the Company; and


 


20
















 


(3)           the
Company has delivered to the Trustee an Officers’ Certificate (upon which the
Trustee may conclusively rely) stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have
been complied with.


 


Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of the Company to the Trustee
under Section 607, and, if money or U.S. Government Obligations shall have
been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section 401, the obligations of the Trustee under Section 402
and the next to last paragraph of Section 1003, shall survive.


 


SECTION 402.             Application of Trust Funds;
Indemnification.


 


(a)           Subject to the provisions of the next
to last paragraph of Section 1003, all money and U.S. Government
Obligations deposited with the Trustee pursuant to Section 401, 403 or 404
and all money received by the Trustee in respect of U.S. Government Obligations
deposited with the Trustee pursuant to Section 401, 403 or 404 shall be
held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the Trustee
may determine, to the Persons entitled thereto, of the principal (and premium,
if any) and interest for whose payment such money has been deposited with or
received by the Trustee or to make mandatory sinking fund payments or analogous
payments as contemplated by Section 403 or 404, but such money need not be
segregated from other funds except to the extent required by law.


 


(b)           The Company shall pay and shall
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against U.S. Government Obligations deposited pursuant to Section 401,
403 or 404, or the interest and principal received in respect of such
obligations other than any payable by or on behalf of Holders.


 


(c)           The Trustee shall deliver or pay to
the Company from time to time upon Company Request any U.S. Government
Obligations or money held by it as provided in Section 401, 403 or 404
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are then in excess of the amount thereof which then would have been
required to be deposited for the purpose for which such obligations or money
were deposited or received.


 


SECTION 403.             Defeasance and Discharge of
Indenture.


 


The Company shall be deemed to have paid and
discharged the entire indebtedness on all the Outstanding Securities on the
first date all the conditions set forth in the proviso below are satisfied, and
the provisions of this Indenture, as it relates to such Outstanding Securities,
shall no longer be in effect (and the Trustee, at the expense of the Company,
shall at Company Request, execute proper instruments acknowledging the same),
except as to:


 


(a)           the rights of Holders of Securities
to receive, from the trust funds described in subparagraph (1) hereof, (i) payment
of the principal of (and premium, if any) and each installment of principal of
(and premium, if any) or interest on the Securities on the Stated Maturity of
such principal or installment of principal or interest or on a Redemption Date
and (ii) the benefit of any mandatory sinking fund payments applicable to
the Securities on the day on which such payments are due and payable in
accordance with the terms of this Indenture and the Securities;


 


(b)           the Company’s obligations with
respect to such Securities under Sections 304, 305, 306, 402, 405, 701, 702,
1002 and 1003; and


 


21

















 


(c)           the obligations of the Company to the
Trustee under Section 607,


 


provided
that the following conditions shall have been satisfied:


 


(1)           the
Company has or caused to be irrevocably deposited (except as provided in Section 402)
with the Trustee as trust funds in trust, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of the Securities,


 


(i)      money in U.S. Dollars (or if the
Securities are denominated in a currency other than U.S. dollars, an amount of
the applicable currency) in an amount sufficient, or


 


(ii)     (a) U.S. Government Obligations which
through the payment of interest and principal in respect thereof in accordance
with their terms will provide not later than one day before the due date of any
payment referred to in clause (A) or (B) of this subparagraph
money in an amount, or (b) a combination of such money and such U.S. Government
Obligations, sufficient, in the opinion of a nationally recognized firm of independent
certified public accountants expressed in a written certification thereof
delivered to the Trustee,


 


to pay and discharge (A) the principal of (and premium, if any)
and each installment of principal of (and premium, if any) and interest on the
Outstanding Securities on the Stated Maturity of such principal or installment
of principal or interest or on the applicable Redemption Date and (B) any
mandatory sinking fund payments applicable to the Securities on the day on
which such payments are due and payable in accordance with the terms of this
Indenture and of the Securities;


 


(2)           such
deposit shall not cause the Trustee with respect to the Securities to have a
conflicting interest for purposes of the Trust Indenture Act with respect to
the Securities;


 


(3)           such
deposit will not result in a breach or violation of, or constitute a default under,
any applicable laws, this Indenture or any other agreement or instrument to
which the Company is a party or by which it is bound;


 


(4)           no
Event of Default or event which with notice or lapse of time would become an
Event of Default with respect to the Securities shall have occurred and be
continuing on the date of such deposit; and


 


(5)           if
the deposit referred to in subparagraph (1) of this Section 403 is to
be made on or prior to one year from the Stated Maturity for payment of
principal of the Outstanding Securities, the Company has delivered to the
Trustee an Opinion of Counsel with no material qualifications or a favorable
ruling of the Internal Revenue Service, in either case to the effect that
Holders of the Securities will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit, defeasance and discharge and
will be subject to federal income tax on the same amount and in the same manner
and at the same times, as would have been the case if such deposit, defeasance
and discharge had not occurred.


 


SECTION 404.             Defeasance of Certain
Obligations.


 


If this Section 404 is specified to be
applicable to Securities of any series, as set forth in an indenture
supplemental hereto or Board Resolution with respect to such series, the
Company may omit to comply with any term, provision or condition set forth in
the sections of this Indenture or such Security with respect to the Securities
of that series (“Covenant Defeasance”) if:


 


22

















 


(1)           with
reference to this Section 404, the Company has deposited or caused to be irrevocably
deposited with the Trustee as trust funds in trust, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of the
Securities of that series,


 


(i)      money in U.S. dollars (or if the
Securities are denominated in a currency other than U.S. dollars, an amount of
the applicable currency) in an amount sufficient, or


 


(ii)     (a) U.S. Government Obligations which
through the payment of interest and principal in respect thereof in accordance
with their terms will provide not later than one day before the due date of any
payment referred to in clause (A) or (B) of this subparagraph
money in an amount, or (b) a combination of such money and such U.S. Government
Obligation, sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee,


 


to pay and discharge (A) the principal of (and premium, if any)
and each installment of principal (and premium, if any) and interest on the
Outstanding Securities of that series on the Stated Maturity of such principal
or installment of principal or interest and (B) any mandatory sinking fund
payments or analogous payments applicable to Securities of such series on the
day on which such payments are due and payable in accordance with the terms of
the Indenture and of such Securities;


 


(2)           such
deposit shall not cause the Trustee with respect to the Securities of that series
to have a conflicting interest for purposes of the Trust Indenture Act with
respect to the Securities of any series;


 


(3)           such
deposit will not result in a breach or violation of, or constitute a default under,
this Indenture or any other agreement or instrument to which the Company is a
party or by which it is bound;


 


(4)           if
the deposit referred to in subparagraph (1) of this Section 404 is to
be made on or prior to one year from the Stated Maturity for payment of
principal of the Outstanding Securities, the Company has delivered to the
Trustee an Opinion of Counsel with no material qualifications or a favorable
ruling of the Internal Revenue Service, in either case to the effect that
Holders of the Securities will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit and defeasance of certain
obligations 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


 


(5)           the
Company has delivered to the Trustee an Officers’ Certificate (upon which the
Trustee may conclusively rely) stating that all conditions precedent herein
provided for relating to the defeasance contemplated by this Section 404
have been complied with.


 


SECTION 405.             Reinstatement.


 


If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Obligations in accordance with Section 401,
403 or 404 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company’s obligations under this
Indenture and the Securities of the applicable series shall be revived and
reinstated as though no deposit had occurred pursuant to Section 401, 403
or 404, as the case may be, until such time as the Trustee or Paying Agent is
permitted to apply all such money or U.S. 


 


23

















 


Government
Obligations in accordance with Section 401, 403 or 404; provided that, if the Company has made any payment of
principal of or interest on the Securities of any series because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money or
U.S. Government Obligations held by the Trustee or Paying Agent.


 


ARTICLE FIVE



REMEDIES


 


SECTION 501.             Events of Default.


 


“Event of Default”
(except as otherwise specified or contemplated by Section 301 for
Securities of any series), wherever used herein with respect to Securities of
any series, means any one of the following events:


 


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


 


(2)           default
in the payment of the principal of (or premium, if any, on) any Security of
that series at its Maturity; or


 


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


 


(4)           default
in the performance, or breach, of any covenant of the Company in this Indenture
or the Securities (other than a covenant a default in whose performance or
whose breach is elsewhere in this Section 501 specifically dealt with or which
has expressly been included in this Indenture solely for the benefit of series
of Securities other than that series) and continuance of such default or breach
for a period of 60 days after there has been given by registered or certified
mail, to the Company by the Trustee, or to the Company and the Trustee by the
Holders of at least 25% in principal amount of the Outstanding Securities of
such series, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or


 


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


 


(6)           the
commencement by the Company of a voluntary case or proceeding under any
applicable bankruptcy, insolvency, reorganization or other similar law or of
any other case or proceeding to be adjudicated a bankrupt or insolvent, or the
consent by it to the entry of a decree or order for relief in respect of the
Company in an involuntary case or proceeding under any applicable bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the filing by it of
a petition or 


 


24

















 


answer or consent seeking reorganization or relief under any applicable
law, or the consent by it to the filing of such petition or to the appointment
of or taking possession by a custodian, receiver, liquidator, assignee,
trustee, sequestrator or similar official of the Company or of any substantial
part of its property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay its debts
generally as they become due and its willingness to have a case commenced
against it or to seek an order for relief under any applicable bankruptcy,
insolvency or other similar law or the taking of corporate action by the
Company in furtherance of any such action; or


 


(7)           any
other Event of Default expressly provided with respect to Securities of that
series.


 


SECTION 502.             Acceleration of Maturity;
Rescission and Annulment.


 


If an Event of Default (other than with
respect to an Event of Default under clause (5) or (6) of Section 501)
with respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Securities of that series may
declare the principal amount (or, if the Securities of that series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) of all of the Securities of that series
to be due and payable immediately, by a notice in writing to the Company (and
to the Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable.


 


In the case of an Event of Default of the
type set forth in clause (5) or (6) of Section 501, which
occurs and is continuing with respect to Securities of any series at the time
Outstanding, then all unpaid principal of and accrued interest on all such
Outstanding Securities of that series shall become immediately due and payable
without any notice or other action on the part of the Trustee or the Holders of
any Securities of such series.


 


At any time after such a declaration of
acceleration with respect to Securities of any series has been made and before
a judgment or decree for payment of the money due has been obtained by the Trustee
as hereinafter in this Article Five provided, the Holders of a majority in
principal amount of the Outstanding Securities of that series, by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if:


 


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


 


(A)          all
overdue interest on all Securities of that series,


 


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


 


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


 


(D)          all
sums paid or advanced by the Trustee and any predecessor Trustee hereunder and
all sums due the Trustee and any predecessor Trustee under Section 607;


 


and


 


25

















 


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


 


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


 


SECTION 503.             Collection of Indebtedness and
Suits for Enforcement by Trustee.


 


The Company covenants that if:


 


(1)           default
is made in the payment of any interest on any Security when such interest
becomes due and payable and such default continues for a period of
30 days, or


 


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


 


the Company will, upon demand
of the Trustee, pay to it, for the benefit of the Holders of such Securities,
the whole amount then due and payable on such Securities for principal (and premium,
if any) and interest and interest on any overdue principal (and premium, if
any) and on any overdue interest, at the rate or rates prescribed therefor in
such Securities, to the extent that payment of such interest (or premium, if
any) shall be legally enforceable, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including all amounts due the Trustee and any predecessor Trustee under Section 607.


 


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


 


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


 


SECTION 504.             Trustee May File Proofs of
Claim.


 


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


 


(i)      to
file and prove a claim for the whole amount of principal (and premium, if any)
and interest owing and unpaid in respect of the Securities and to file such
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any


 


26

















 


claim for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel) and of the Holders allowed in
such judicial proceeding, and


 


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


 


and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.


 


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


 


SECTION 505.             Trustee May Enforce Claims
without Possession of Securities.


 


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


 


SECTION 506.             Application of Money Collected.


 


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


 


FIRST:  To the payment of all amounts due the Trustee
and each predecessor Trustee under Section 607;


 


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


 


THIRD:  To the Company.


 


SECTION 507.             Limitation on Suits.


 


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


 


27

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and premium, if any)
and (subject to Section 307) interest on such Security on the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent
of such Holder.


 


SECTION 509.             Restoration of Rights and
Remedies.


 


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


 


SECTION 510.             Rights and Remedies Cumulative.


 


Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities
in the last paragraph of Section 306, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


 


28

















 


SECTION 511.             Delay or Omission Not Waiver.


 


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


 


SECTION 512.             Control by Holders.


 


The Holders of a majority in principal amount
of the Outstanding Securities of any series (or if more than one series is
affected thereby, of all series so affected, voting as a single class) shall
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Securities of such series, provided that:


 


(1)           such
direction shall not be in conflict with any rule of law or with this Indenture,
expose the Trustee to personal liability or be unduly prejudicial to holders
not joining therein, and


 


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


 


SECTION 513.             Waiver of Past Defaults.


 


Subject to Section 502, the Holders of
not less than a majority in principal amount of the Outstanding Securities of
any series may on behalf of the Holders of all the Securities of such series
waive any past default hereunder with respect to such series and its consequences,
except a default:


 


(1)           in
the payment of the principal of (or premium, if any) or interest on any Security
of such series, or


 


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


 


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


 


SECTION 514.             Undertaking for Costs.


 


All parties to this Indenture agree, and each
Holder of any Security by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, 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, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made
by such party litigant; but the provisions of this Section 514 shall not apply
to any suit instituted by the Company, to any suit instituted by the Trustee,
to any suit instituted by any Holder, or group of Holders, holding in the
aggregate more than 10% in principal amount of the Outstanding Securities of
any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest on any Securities
on or after the Stated Maturity 


 


29

















 


or Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date).  This Section 514
shall be in lieu of Section 315(e) of the Trust Indenture Act and
such Section 315(e) is hereby expressly excluded from this Indenture,
as permitted by the Trust Indenture Act.


 


SECTION 515.             Waiver of Stay or Extension
Laws.


 


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


 


ARTICLE SIX


 


THE TRUSTEE


 


SECTION 601.             Certain Duties and
Responsibilities.


 


(a)           Except during the continuance of an
Event of Default with respect to the Securities of any series,


 


(1)           the
Trustee undertakes to perform such duties and only such duties as are specifically
set forth in this Indenture with respect to such series, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and


 


(2)           in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; but in the case of any such certificates
or opinions which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this Indenture.


 


(b)           In case an Event of Default has
occurred with respect to Securities of any series and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture with respect to such series of Securities, and use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.


 


(c)           No provision of this Indenture shall
be construed to relieve the Trustee from liability for its own negligent or bad
faith action, its own negligent or bad faith failure to act, or its own willful
misconduct, except that:


 


(1)           this
subsection shall not be construed to limit the effect of subsection (a) of
this Section 601;


 


(2)           the
Trustee shall not be liable for any error or judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts;


 


30
















 


(3)           the Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of a majority in principal amount of the
Outstanding Securities of any series, determined as provided in Section 512,
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 with respect to the Securities of such
series; and


 


(4)           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, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.


 


(d)           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 Section 601.


 


SECTION 602.             Notice of Defaults.


 


Within 90 days after the occurrence of
any default hereunder with respect to the Securities of any series, the Trustee
shall transmit by mail to all Holders of Securities of such series, as their
names and addresses appear in the Security Register, notice of such default
hereunder known to the Trustee, unless such default shall have been cured or
waived; provided, however,
that, except in the case of a default in the payment of the principal of (or
premium, if any) or interest on any Security of such series or in the payment
of any sinking fund installment with respect to Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
or Responsible Officers of the Trustee in good faith determines that the withholding
of such notice is in the interest of the Holders of Securities of such series;
and provided, further,
that in the case of any default of the character specified in Section 501(4) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof.  For the purpose of this Section 602, the
term “default” means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Securities of such
series.


 


SECTION 603.             Certain Rights of
Trustee.


 


Subject to the provisions of Section 601:


 


(a)           the Trustee may rely
and shall be protected in acting or refraining from acting upon any Board
Resolution, resolution, Officers’ Certificate, certificate, statement, instrument,
Opinion of Counsel, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper party or parties;


 


(b)           any request or
direction of the Company mentioned herein shall be sufficiently evidenced by a
Company Request or Company Order and any resolution of the Board of Directors
may be sufficiently evidenced by a Board Resolution;


 


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


 


31

















 


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


 


(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 or direction of any of the Holders pursuant to
this Indenture, unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction;


 


(f)            the Trustee shall not
be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney;


 


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


 


(h)           the Trustee shall not
be charged with knowledge of any default or Event of Default with respect to
any Securities (other than with respect to an Event of Default described in
clause (1), (2) or (3) of Section 501) unless either (1) a
Responsible Officer shall have actual knowledge of such default or Event of
Default or (2) written notice of such default or Event of Default shall
have been given to the Trustee by the Company or by any Holder of the
Securities; and


 


(i)            the permissive rights
of the Trustee enumerated herein shall not be construed as duties.


 


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


 


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


 


SECTION 605.             May Hold
Securities.


 


The Trustee, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 612, may otherwise deal with, and collect obligations owed to
it by, the Company with the same rights it would have if it were not Trustee,
Paying Agent, Security Registrar or such other agent.


 


32

















 


SECTION 606.             Money Held in Trust.


 


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


 


SECTION 607.             Compensation and
Reimbursement.


 


The Company agrees:


 


(1)           to pay to the Trustee from time to time
reasonable compensation for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);


 


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


 


(3)           to indemnify each of the Trustee and any
predecessor Trustee for, and to hold it harmless against, any loss, liability
or expense, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder and the performance of its
duties hereunder, including the costs and expenses of defending itself against
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability
or expense is due to its own negligence or bad faith.


 


To ensure the performance of the obligations
of the Company under this Section 607, the Trustee shall have a senior
claim to which the Securities are hereby made subordinate upon all property and
funds held or collected by the Trustee as such, except property and funds held
in trust for the payment of principal of (and premium, if any) or interest on
particular Securities.


 


If the Trustee incurs expenses or renders
services after the occurrence of an Event of Default specified in Section 501(5) or
(6), the expenses and compensation for the services will be intended to constitute
expenses of administration under any applicable bankruptcy law for relief of
debtors.


 


The provisions of this Section 607 shall
survive the resignation or removal of the Trustee and the termination of this
Indenture.


 


SECTION 608.             Disqualification;
Conflicting Interests.


 


The Trustee shall comply with the terms of Section 310(b) of
the Trust Indenture Act.


 


SECTION 609.             Corporate Trustee
Required; Eligibility.


 


There shall at all times be a Trustee
hereunder which shall be a corporation organized and doing business under the
laws of the United States of America, any State thereof or the District of Columbia,
authorized under such laws to exercise corporate trust powers having (or, in
the case of the subsidiary of a bank holding company that guarantees the
obligations of the Trustee under this Indenture, such holding company’s parent
shall have) a combined capital and surplus of at least $50,000,000 subject to 


 


33

















 


supervision or examination by
Federal or State authority.  If such
corporation or holding company parent publishes reports of condition at least
annually, pursuant to law or the requirements of said supervising or examining
authority, then for the purposes of this Section 609, the combined capital
and surplus of such corporation or holding company parent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time
the Trustee shall cease to be eligible in accordance with the provisions of
this Section 609, it shall resign immediately in the manner and with the
effect hereinafter specified in this Article Six.


 


SECTION 610.             Resignation and
Removal; Appointment of Successor.


 


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


 


(b)           The Trustee may resign
at any time with respect to the Securities of one or more series by giving
written notice thereof to the Company. 
If the instrument of acceptance by a successor Trustee required by Section 611
shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series. 
If the acceptance of appointment is substantially contemporaneous with
the resignation, then the notice called for by the first sentence of this
subsection may be combined with the instrument called for by Section 611.


 


(c)           The Trustee may be
removed at any time with respect to the Securities of any series by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Trustee and to the Company.


 


(d)           If at any time:


 


(1)           the Trustee shall fail to comply with Section 608
after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months, or


 


(2)           the Trustee shall cease to be eligible under
Section 609 and shall fail to resign after written request therefor by the
Company or by any such Holder, or


 


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


 


then, in any such case, (i) the
Company by a Board Resolution may remove the Trustee with respect to all
Securities, or (ii) subject to Section 514, any Holder who has been a
bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.


 


(e)           If the Trustee shall
resign, be removed or become incapable of acting, or if a vacancy shall occur
in the office of Trustee for any cause, with respect to the Securities of one
or more series, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at
any time there shall 


 


34

















 


be only one Trustee with
respect to the Securities of any particular series) and shall comply with the applicable
requirements of Section 611.  If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor appointed by the Company.  If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 611, any Holder who has been a bona fide Holder
of a Security of such series for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of
such series.


 


(f)            The Company shall give
notice of each resignation and each removal of the Trustee with respect to the
Securities of any series and each appointment of a successor Trustee with
respect to the Securities of any series by mailing written notice of such event
by first-class mail, postage prepaid, to all Holders of Securities of such
series as their names and addresses appear in the Security Register.  Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.


 


SECTION 611.             Acceptance of
Appointment by Successor.


 


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


 


(b)           In case of the
appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall
execute and deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and
to vest in, each successor Trustee all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all Securities, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, 


 


35

















 


deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company
or any successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.


 


(c)           Upon request of any
such successor Trustee, the Company shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor Trustee
all such rights, powers and trusts referred to in paragraph (a) or (b) of
this Section 611, as the case may be.


 


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


 


(e)           If the instrument of
acceptance by a successor Trustee required by this Section 611 shall not
have been delivered to the Trustee within thirty (30) days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.


 


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


 


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


 


SECTION 613.             Preferential
Collection of Claims Against Company.


 


If and when the Trustee shall be or become a
creditor of the Company (or any other obligor upon the Securities), the Trustee
shall be subject to the provisions of the Trust Indenture Act regarding the collection
of claims against the Company (or any such other obligor).  A trustee who has resigned or been removed
shall be subject to the Trust Indenture Act Section 311(a) to the
extent provided therein.


 


ARTICLE SEVEN



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


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


 


The Company will furnish or cause to be
furnished to the Trustee with respect to the Securities of each series:


 


(a)           semi-annually, not more
than fifteen days after each Regular Record Date, or, in the case of any series
of Securities on which semi-annual interest is not payable, not more than
fifteen days after such semi-annual dates as may be specified by the Trustee, a
list, in such form 


 


36

















 


as the Trustee may reasonably require, of the names and addresses of
the Holders as of such Regular Record Date or such semi-annual date, as the
case may be, and


 


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


 


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


 


SECTION 702.             Preservation of
Information; Communications to Holders.


 


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


 


SECTION 703.             Reports by Trustee.


 


(a)           Within 60 days
after
[                        ]
of each year commencing with the first [                        ]
following the date of this Indenture, the Trustee shall transmit by mail to all
Holders, as their names and addresses appear in the Security Register, a brief
report dated as of such
[                        ],
to the extent required by Section 313(a) of the Trust Indenture Act.


 


(b)           The Trustee shall
comply with Sections 313(b), 313(c) and 313(d) of the Trust Indenture
Act.


 


(c)           A copy of each such
report shall, at the time of such transmission to Holders, be filed by the
Trustee with the Commission and with the Company.  The Company will notify the Trustee when any
Securities are listed on any stock exchange.


 


SECTION 704.             Reports by Company.


 


The Company shall:


 


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


 


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


 


37

















 


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


 


SECTION 705.             Communications by
Holders with Other Holders.


 


Holders may communicate pursuant to Section 312(b) of
the Trust Indenture Act with other Holders with respect to their rights under
this Indenture or the Securities.  The
Company, the Trustee and any other Person shall have the protection of Section 312(c) of
the Trust Indenture Act.


 


ARTICLE EIGHT



SUCCESSOR CORPORATION


 


SECTION 801.             When Company May Merge
or Transfer Assets.


 


The Company may not consolidate or amalgamate
with or merge with or into any other Person (other than a Subsidiary) or
convey, transfer, sell or lease its properties and assets substantially as an entirety
to any Person (other than a Subsidiary), or permit any Person (other than a
Subsidiary) to consolidate with or merge into the Company, unless:


 


(1)           either (a) the Company shall be the
surviving Person or (b) the surviving Person (if other than the Company)
shall (1) be a corporation or limited liability company organized and
existing under the laws of the United States of America, any state thereof, the
District of Columbia, Bermuda, the Cayman Islands or any country or state
which, on the date of this Indenture or on the date of such transaction, is a
member of the Organization for Economic Co-operation and Development and (2) expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form reasonably satisfactory to the Trustee, all of the obligations
of the Company under the Securities and this Indenture;


 


(2)           immediately after giving effect to such
transaction, no Event of Default, and no event that, after notice or lapse of
time or both, would become an Event of Default, shall have occurred and be
continuing; and


 


(3)           the Company shall have delivered to the
Trustee an Officers’ Certificate stating that such consolidation, merger,
conveyance, transfer, sale or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture,
comply with this Section 801 and that all conditions precedent herein
provided for relating to such transaction have been satisfied.


 


The surviving Person of such transaction
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 had been named as the Company herein; and thereafter, the Company
shall be discharged from all obligations and covenants under this Indenture and
the Securities.  Subject to Section 903,
the Company, the Trustee and the successor Person shall enter into a
supplemental indenture to evidence the succession and substitution of such
successor Person and such discharge and release of the Company.


 


38

















 


ARTICLE NINE


 


AMENDMENTS & SUPPLEMENTAL INDENTURES


 


SECTION 901.             Amendments or
Supplemental Indentures without Consent of Holders.


 


The Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may amend or supplement
this Indenture or the Securities without the consent of any Holder, so long as
such changes (other than those in clause (1), (2) or (7)) do not
materially and adversely affect the interests of the Holder:


 


(1)           to cure any ambiguity, omission, defect or
inconsistency; or


 


(2)           to make any modifications or amendments that
do not, in the good faith opinion of the Company’s Board of Directors and the
Trustee, adversely affect the interests of the Holders in any material respect;
or


 


(3)           to provide for the assumption of the Company’s
obligations under this Indenture by a successor upon any merger, consolidation
or asset transfer as permitted by and in compliance with Article Eight of
this Indenture; or


 


(4)           to provide any security for or guarantees of
the Securities; or


 


(5)           to add Events of Default with respect to the
Securities; or


 


(6)           to add to the Company’s covenants for the
benefit of the Holders or to surrender any right or power conferred upon the
Company by this Indenture; or


 


(7)           to make any change necessary to comply with
the Trust Indenture Act, or any amendment thereto, or to comply with any
requirement of the Commission in connection with the qualification of the Indenture
under the Trust Indenture Act, provided that
such modification or amendment does not, in the good faith opinion of the
Company’s Board of Directors and the Trustee, adversely affect the interests of
the Holders of the Securities in any material respect; or


 


(8)           to provide for uncertificated Securities in
addition to Certificated Securities; or


 


(9)           to change or eliminate any of the provisions
of this Indenture, provided that any such change or elimination shall become
effective only when there is no Security Outstanding of any series created
prior to the execution of such supplemental indenture which is entitled to the
benefit of such provision; or


 


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


 


(11)         to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Securities of
one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 611(b).


 


39

















 


SECTION 902.             Amendments or
Supplemental Indentures with Consent of Holders.


 


With the written consent of the Holders of
not less than a majority in aggregate principal amount of the Securities of
such series affected by such amendment or supplement at the time Outstanding,
the Company, when authorized by a Board Resolution, and the Trustee, at any
time and from time to time, may amend or supplement this Indenture or such
series of Securities.  However, without
the consent of each Holder affected, an amendment to this Indenture or the
Securities may not (with respect to any Securities held by a non-consenting
Holder):


 


(1)           change the Stated Maturity of the principal
of, or any premium on, or any installment of interest with respect to the
Securities; or


 


(2)           reduce the principal amount of, or the rate
(or modify the calculation of such principal amount or rate) of interest on,
the Securities or any premium payable upon the redemption thereof or otherwise
change the redemption provisions thereof; or


 


(3)           change the currency of payment of principal
of or interest on the Securities; or


 


(4)           impair the right to institute suit for the
enforcement of any payment on or with respect to the Securities; or


 


(5)           reduce the above-stated percentage of
Holders of the Securities of any series necessary to modify or amend this
Indenture; or


 


(6)           if the Securities are convertible, adversely
affect the right of the Holders to convert Securities other than as provided in
or under this Indenture; or


 


(7)           modify the foregoing requirements or reduce
the percentage of Outstanding Securities necessary to waive any covenant or
past default.


 


It shall not be necessary for any Act of the
Holders under this Section 902 to approve the particular form of any
proposed amendment or supplemental indenture, but it shall be sufficient if
such Act approves the substance thereof.


 


After an amendment or supplemental indenture
under this Section 902 becomes effective, the Company shall mail to each
Holder a notice briefly describing the amendment or supplemental indenture.


 


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


 


SECTION 903.             Execution of
Supplemental Indentures.


 


The Trustee shall sign any supplemental
indenture authorized pursuant to this Article Nine if the amendment
contained therein does not adversely affect the rights, duties, liabilities or
immunities of the Trustee.  If it does,
the Trustee may, but need not, sign such supplemental indenture.  In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article Nine
or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 601) shall
be fully protected in relying upon, an Officers’ Certificate and an Opinion


 


40
















 


of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this Indenture.


 


SECTION 904.             Effect of Supplemental
Indentures.


 


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


 


SECTION 905.             Conformity with Trust Indenture
Act.


 


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


 


SECTION 906.             Reference in Securities to
Supplemental Indentures.


 


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


 


ARTICLE TEN



COVENANTS


 


SECTION 1001.           Payment of Principal, Premium and
Interest.


 


The Company covenants and agrees for the
benefit of each series of Securities that it will duly and punctually pay the
principal of (and premium, if any) and interest on the Securities of that
series in accordance with the terms of the Securities and this Indenture.  Payment of principal (and premium, if any)
and interest on the Securities may be made at the option of the Company, either
by wire transfer or (subject to collection) by check mailed to the address of
the Person entitled thereto at such address as shall appear in the Security
Register or at the specified offices of any Paying Agent.


 


SECTION 1002.           Maintenance of Office or Agency.


 


The Company will maintain in The City of New
York an office or agency where Securities of that series may be presented or
surrendered for registration of transfer or exchange and where notices and demands
to or upon the Company in respect of the Securities of that series and this
Indenture may be served.  The Company
hereby initially appoints the Trustee its office or agency for each of said
purposes.  The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency.  If at any time
the Company shall fail to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.


 


The Company may also from time to time
designate one or more other offices or agencies where the Securities of one or
more series may be presented or surrendered for any or all such purposes and
may 


 


41

















 


from time to time rescind such
designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an office or
agency in 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 1003.           Money for Securities; Payments to
Be Held in Trust.


 


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


 


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


 


The Company will cause each Paying Agent for
any series of Securities other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section 1003, that such Paying Agent
will:


 


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


 


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


 


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


 


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


 


Any money deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the
principal of (and premium, if any) or interest on any Security of any series
and remaining unclaimed for two years after such principal (and premium, if
any) or interest has become due and payable shall be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look, only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall 


 


42

















 


thereupon cease; provided, however, that
the Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be mailed or published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in the City, County and State of New
York, or both, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of
such mailing or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.


 


The Company shall have no obligation to make
payment of principal of (or premium, if any) or interest on any Security in
immediately available funds, except that if the Company shall have received
original payment for Securities in immediately available funds it shall make
available immediately available funds for payment of the principal of such
Securities.


 


SECTION 1004.           Corporate Existence.


 


Except as otherwise permitted under Article Eight,
the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence and material rights
(charter and statutory) and franchises; provided, however, that the Company
will not be required to preserve any such right or franchise if the Board of
Directors or senior management of the Company determines that the preservation
thereof is no longer desirable in the conduct of the business of the Company
and that the loss thereof is not disadvantageous in any material respect to the
Holders.


 


SECTION 1005.           Statement by Officers as to
Default.


 


The Company will deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company ending
after the date hereof, a certificate of the principal executive officer,
principal financial officer or principal accounting officer of the Company
stating whether or not to the best knowledge of the signers thereof the Company
is in default in the performance and observance of any of the terms, provisions
and conditions of this Indenture, and if the Company shall be in default,
specifying all such defaults and the nature and status thereof of which they
may have knowledge.


 


SECTION 1006.           Waiver of Certain Covenants.


 


In respect of any series of Securities, the
Company may omit in any particular instance to comply with any term, provision
or condition set forth in Section 1004 or 1005 (or any term, provision or
condition included in an indenture supplemental hereto or established pursuant
to a Board Resolution solely for the benefit of such series of Securities) if
before or after the time for such compliance the Holders of at least a majority
in principal amount of the Outstanding Securities of such series shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, and except to the
extent so expressly waived, and until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.


 


ARTICLE ELEVEN



REDEMPTION OF SECURITIES


 


SECTION 1101.           Applicability of Article.


 


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



 


43

















 


of any series) in accordance
with this Article Eleven.  In
addition, unless expressly prohibited in an indenture supplement hereto or in
the Board Resolutions with respect to any series of Securities, the Company may
purchase, acquire or otherwise hold Securities.


 


SECTION 1102.           Election to Redeem; Notice to
Trustee.


 


The election of the Company to redeem any
Securities shall be evidenced by a Board Resolution.  In case of any redemption at the election of
the Company of less than all the Securities of any series, the Company shall,
at least 45 days prior to the Redemption Date fixed by the Company (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series
to be redeemed, such notice to be accompanied by a written statement signed by
an authorized officer of the Company stating that no defaults in the payment of
interest or Events of Default with respect to the Securities of that series
have occurred (which have not been waived or cured).  In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee an Officers’ Certificate evidencing compliance with such
restriction.


 


SECTION 1103.           Selection by Trustee of
Securities to Be Redeemed.


 


Other than as set forth in Section 1203,
if less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than
60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, as follows:


 


(i)      if
the Securities are listed at such time on a national securities exchange,
either pro rata or by lot, or if such methods are not in compliance with the
requirements of such exchange, in compliance with the requirements of such
exchange, or


 


(ii)     if
the Securities are not so listed, either pro rata or by lot or by such method
as the Trustee in its sole discretion shall deem fair and appropriate and which
may provide for the selection or redemption of portions (equal to the minimum
authorized denomination for Securities of that series or any integral multiple
thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series.


 


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


 


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


 


SECTION 1104.           Notice of Redemption.


 


Notice of redemption shall be given from the
Company or the Trustee by first-class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder
of Securities to be redeemed, at his address appearing in the Security
Register.  Any notice which is mailed in
the manner herein provided shall be conclusively presumed to have been duly given,
whether or not such Holder receives the notice. 
Failure to give notice by mail, or any defect in the notice to any such
Holder in respect of any Security, shall not affect the validity of the
proceedings for the redemption of any other Security.


 


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All notices of redemption shall state:


 


(1)           the
Redemption Date;


 


(2)           the
Redemption Price and any accrued interest;


 


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


 


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


 


(5)           the
place or places where such Securities are to be surrendered for payment of the
Redemption Price and any accrued interest;


 


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


 


(7)           the
CUSIP number and, if applicable, the ISIN number, of the Securities being
redeemed.


 


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


 


SECTION 1105.           Deposit of Redemption Price.


 


On or prior to the day that is one Business
Day preceding any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of
money in the currency of the applicable series, in funds immediately available
on the due date, sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date.


 


SECTION 1106.           Securities Payable on Redemption
Date.


 


Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified together with
accrued interest thereon, and from and after such date (unless the Company
shall default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. 
Upon surrender of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Company at the Redemption
Price, together with accrued interest to the Redemption Date; provided, however, that
installments of interest whose Stated Maturity is on the Redemption Date shall
be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.


 


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


 


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The Trustee shall not redeem any Securities
of any series pursuant to this Article Eleven (unless all Outstanding
Securities of such series are to be redeemed) or mail or give any notice of
redemption of Securities during the continuance of an Event of Default
hereunder known to the Trustee with respect to such series, except that, where
the mailing of notice of 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 theretofore or thereafter received by the Trustee shall, during the
continuance of such Event of Default, be deemed to have been collected under Article Five
and held for the payment of all such Securities of such series.  In case such Event of Default shall have been
waived as provided in Section 513 or the default cured on or before the
sixtieth day preceding the Redemption Date, such moneys shall thereafter be applied
in accordance with the provisions of this Article Eleven.


 


SECTION 1107.           Securities Redeemed in Part.


 


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


 


ARTICLE TWELVE


 


SINKING FUNDS


 


SECTION 1201.           Applicability of Article.


 


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


 


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


 


SECTION 1202.           Satisfaction of Sinking Fund
Payments with Securities.


 


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


 


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SECTION 1203.           Redemption of Securities for Sinking
Fund.


 


Not less than 60 days prior to each
sinking fund payment date for any series of Securities, the Company (1) will
deliver to the Trustee an Officers’ Certificate (A) stating that no
defaults in the payment of interest or Events of Default with respect to
Securities of that series have occurred (which have not been waived or cured), (B) specifying
the amount of the next ensuing sinking fund payment for that series pursuant to
the terms of Securities of that series, (C) stating whether or not the
Company intends to exercise its right, if any, to make an optional sinking fund
payment with respect to such series on the next ensuing sinking fund payment
date and, if so, specifying the amount of such optional sinking fund payment
and (D) specifying the portion of such sinking fund payment, if any, which
is to be satisfied by payment of cash and the portion thereof, if any, which is
to be satisfied by delivering and crediting Securities of that series pursuant
to Section 1202 and (2) will also deliver to the Trustee any
Securities to be so delivered.  Not less
than 30 days before each such sinking fund payment date the Trustee shall
select the Securities of such series to be redeemed upon such sinking fund payment
date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. 
Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 1105, 1106
and 1107.  Failure of the Company, on or
before any such 60th day, to deliver such Officers’ Certificate and Securities
specified in this Section 1203, if any, shall not constitute a default but
shall constitute, on and as of such date, the irrevocable election of the
Company (a) 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 (b) that the Company will make no optional sinking fund
payment with respect to Securities of such series as provided in this Article Twelve.


 


The Trustee shall not redeem or cause to be
redeemed any Security 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 with respect to such series except that, where the mailing
of notice of redemption of any Securities shall therefore 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 Five and held for the payment of all
such Securities of such series.  In case
such Event of Default shall have been waived as provided in Section 513 or
the default cured on or before the 60th day preceding the sinking fund payment
date, such moneys shall thereafter be applied on the next succeeding sinking
fund payment date in accordance with this Section 1203 to the redemption
of such Securities.


 


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


 


[Signature page to follow]


 


 


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


 


	
   

  	
  ARCH CAPITAL GROUP LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRUSTEE]

  
	
   

  	
      as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


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