EXHIBIT 4.5


 




 





 


ARCH CAPITAL GROUP LTD.,



 as Issuer,


 


and



 [NAME OF TRUSTEE],



as Trustee


 






 


INDENTURE




Dated as of
               ,
200


 






 


Subordinated 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

  	
   

  	
  7

  
	
  SECTION 103.

  	
   

  	
  Form of Documents Delivered to Trustee

  	
   

  	
  7

  
	
  SECTION 104.

  	
   

  	
  Acts of Holders

  	
   

  	
  8

  
	
  SECTION 105.

  	
   

  	
  Notices, Etc., to Trustee and Company

  	
   

  	
  9

  
	
  SECTION 106.

  	
   

  	
  Notice to Holders; Waiver

  	
   

  	
  9

  
	
  SECTION 107.

  	
   

  	
  Conflict with Trust Indenture Act

  	
   

  	
  9

  
	
  SECTION 108.

  	
   

  	
  Effect of Headings and Table of Contents

  	
   

  	
  10

  
	
  SECTION 109.

  	
   

  	
  Successors and Assigns

  	
   

  	
  10

  
	
  SECTION 110.

  	
   

  	
  Severability Clause

  	
   

  	
  10

  
	
  SECTION 111.

  	
   

  	
  Benefits of Indenture

  	
   

  	
  10

  
	
  SECTION 112.

  	
   

  	
  GOVERNING LAW

  	
   

  	
  10

  
	
  SECTION 113.

  	
   

  	
  Legal Holidays

  	
   

  	
  10

  
	
  SECTION 114.

  	
   

  	
  References to Currency

  	
   

  	
  10

  
	
  SECTION 115.

  	
   

  	
  Agent for Service; Submission to
  Jurisdiction; Waiver of Immunities

  	
   

  	
  10

  
	
  SECTION 116.

  	
   

  	
  Judgment Currency

  	
   

  	
  11

  



 


ARTICLE TWO



SECURITY FORMS


 


	
  SECTION 201.

  	
   

  	
  Forms Generally

  	
   

  	
  11

  
	
  SECTION 202.

  	
   

  	
  Form of Trustee’s Certificate of
  Authentication

  	
   

  	
  12

  
	
  SECTION 203.

  	
   

  	
  Securities Issuable in the Form of a
  Global Security

  	
   

  	
  12

  



 


ARTICLE THREE



THE SECURITIES


 


	
  SECTION 301.

  	
   

  	
  Amount Unlimited; Issuable in Series

  	
   

  	
  14

  
	
  SECTION 302.

  	
   

  	
  Denominations

  	
   

  	
  16

  
	
  SECTION 303.

  	
   

  	
  Execution, Authentication, Delivery and
  Dating

  	
   

  	
  16

  
	
  SECTION 304.

  	
   

  	
  Temporary Securities

  	
   

  	
  17

  
	
  SECTION 305.

  	
   

  	
  Registration; Registration of Transfer and
  Exchange

  	
   

  	
  17

  
	
  SECTION 306.

  	
   

  	
  Mutilated, Destroyed, Lost and Stolen
  Securities

  	
   

  	
  18

  
	
  SECTION 307.

  	
   

  	
  Payment of Interest; Interest Rights
  Preserved

  	
   

  	
  19

  
	
  SECTION 308.

  	
   

  	
  Persons Deemed Owners

  	
   

  	
  20

  
	
  SECTION 309.

  	
   

  	
  Cancellation

  	
   

  	
  20

  
	
  SECTION 310.

  	
   

  	
  Computation of Interest

  	
   

  	
  20

  
	
  SECTION 311.

  	
   

  	
  CUSIP and ISIN Numbers

  	
   

  	
  20

  



 


 


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ARTICLE FOUR



SATISFACTION AND DISCHARGE


 


	
  SECTION 401.

  	
   

  	
  Satisfaction and Discharge of Indenture

  	
   

  	
  21

  
	
  SECTION 402.

  	
   

  	
  Application of Trust Funds; Indemnification

  	
   

  	
  22

  
	
  SECTION 403.

  	
   

  	
  Defeasance and Discharge of Indenture

  	
   

  	
  22

  
	
  SECTION 404.

  	
   

  	
  Defeasance of Certain Obligations

  	
   

  	
  24

  
	
  SECTION 405.

  	
   

  	
  Reinstatement

  	
   

  	
  24

  



 


ARTICLE FIVE



REMEDIES


 


	
  SECTION 501.

  	
   

  	
  Events of Default

  	
   

  	
  25

  
	
  SECTION 502.

  	
   

  	
  Acceleration of Maturity; Rescission and
  Annulment

  	
   

  	
  26

  
	
  SECTION 503.

  	
   

  	
  Collection of Indebtedness and Suits for
  Enforcement by Trustee

  	
   

  	
  27

  
	
  SECTION 504.

  	
   

  	
  Trustee May File Proofs of Claim

  	
   

  	
  27

  
	
  SECTION 505.

  	
   

  	
  Trustee May Enforce Claims without
  Possession of Securities

  	
   

  	
  28

  
	
  SECTION 506.

  	
   

  	
  Application of Money Collected

  	
   

  	
  28

  
	
  SECTION 507.

  	
   

  	
  Limitation on Suits

  	
   

  	
  29

  
	
  SECTION 508.

  	
   

  	
  Unconditional Right of Holders to Receive
  Principal, Premium and Interest

  	
   

  	
  29

  
	
  SECTION 509.

  	
   

  	
  Restoration of Rights and Remedies

  	
   

  	
  29

  
	
  SECTION 510.

  	
   

  	
  Rights and Remedies Cumulative

  	
   

  	
  29

  
	
  SECTION 511.

  	
   

  	
  Delay or Omission Not Waiver

  	
   

  	
  30

  
	
  SECTION 512.

  	
   

  	
  Control by Holders

  	
   

  	
  30

  
	
  SECTION 513.

  	
   

  	
  Waiver of Past Defaults

  	
   

  	
  30

  
	
  SECTION 514.

  	
   

  	
  Undertaking for Costs

  	
   

  	
  30

  
	
  SECTION 515.

  	
   

  	
  Waiver of Stay or Extension Laws

  	
   

  	
  31

  



 


ARTICLE SIX



THE TRUSTEE


 


	
  SECTION 601.

  	
   

  	
  Certain Duties and Responsibilities

  	
   

  	
  31

  
	
  SECTION 602.

  	
   

  	
  Notice of Defaults

  	
   

  	
  32

  
	
  SECTION 603.

  	
   

  	
  Certain Rights of Trustee

  	
   

  	
  32

  
	
  SECTION 604.

  	
   

  	
  Not Responsible for Recitals or Issuance of
  Securities

  	
   

  	
  33

  
	
  SECTION 605.

  	
   

  	
  May Hold Securities

  	
   

  	
  33

  
	
  SECTION 606.

  	
   

  	
  Money Held in Trust

  	
   

  	
  34

  
	
  SECTION 607.

  	
   

  	
  Compensation and Reimbursement

  	
   

  	
  34

  
	
  SECTION 608.

  	
   

  	
  Disqualification; Conflicting Interests

  	
   

  	
  34

  
	
  SECTION 609.

  	
   

  	
  Corporate Trustee Required; Eligibility

  	
   

  	
  34

  
	
  SECTION 610.

  	
   

  	
  Resignation and Removal; Appointment of
  Successor

  	
   

  	
  35

  
	
  SECTION 611.

  	
   

  	
  Acceptance of Appointment by Successor

  	
   

  	
  36

  
	
  SECTION 612.

  	
   

  	
  Merger, Conversion, Consolidation or
  Succession to Business

  	
   

  	
  37

  
	
  SECTION 613.

  	
   

  	
  Preferential Collection of Claims Against
  Company

  	
   

  	
  37

  



 


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  Page

  



 


ARTICLE SEVEN



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
COMPANY


 


	
  SECTION 701.

  	
   

  	
  Company to Furnish Trustee Names and
  Addresses of Holders

  	
   

  	
  37

  
	
  SECTION 702.

  	
   

  	
  Preservation of Information; Communications
  to Holders

  	
   

  	
  38

  
	
  SECTION 703.

  	
   

  	
  Reports by Trustee

  	
   

  	
  38

  
	
  SECTION 704.

  	
   

  	
  Reports by Company

  	
   

  	
  38

  
	
  SECTION 705.

  	
   

  	
  Communications by Holders with Other
  Holders

  	
   

  	
  39

  



 


ARTICLE EIGHT



SUCCESSOR CORPORATION


 


	
  SECTION 801.

  	
   

  	
  When Company May Merge or Transfer
  Assets

  	
   

  	
  39

  



 


 


ARTICLE NINE



AMENDMENTS & SUPPLEMENTAL INDENTURES


 


	
  SECTION 901.

  	
   

  	
  Amendments or Supplemental Indentures
  without Consent of Holders

  	
   

  	
  40

  
	
  SECTION 902.

  	
   

  	
  Amendments or Supplemental Indentures with
  Consent of Holders

  	
   

  	
  41

  
	
  SECTION 903.

  	
   

  	
  Execution of Supplemental Indentures

  	
   

  	
  41

  
	
  SECTION 904.

  	
   

  	
  Effect of Supplemental Indentures

  	
   

  	
  42

  
	
  SECTION 905.

  	
   

  	
  Conformity with Trust Indenture Act

  	
   

  	
  42

  
	
  SECTION 906.

  	
   

  	
  Reference in Securities to Supplemental
  Indentures

  	
   

  	
  42

  



 


ARTICLE TEN



COVENANTS


 


	
  SECTION 1001.

  	
   

  	
  Payment of Principal, Premium and Interest

  	
   

  	
  42

  
	
  SECTION 1002.

  	
   

  	
  Maintenance of Office or Agency

  	
   

  	
  42

  
	
  SECTION 1003.

  	
   

  	
  Money for Securities; Payments to Be Held
  in Trust

  	
   

  	
  43

  
	
  SECTION 1004.

  	
   

  	
  Corporate Existence

  	
   

  	
  44

  
	
  SECTION 1005.

  	
   

  	
  Statement by Officers as to Default

  	
   

  	
  44

  
	
  SECTION 1006.

  	
   

  	
  Waiver of Certain Covenants

  	
   

  	
  44

  



 


ARTICLE ELEVEN



REDEMPTION OF SECURITIES


 


	
  SECTION 1101.

  	
   

  	
  Applicability of Article

  	
   

  	
  45

  
	
  SECTION 1102.

  	
   

  	
  Election to Redeem; Notice to Trustee

  	
   

  	
  45

  
	
  SECTION 1103.

  	
   

  	
  Selection by Trustee of Securities to Be
  Redeemed

  	
   

  	
  45

  
	
  SECTION 1104.

  	
   

  	
  Notice of Redemption

  	
   

  	
  45

  
	
  SECTION 1105.

  	
   

  	
  Deposit of Redemption Price

  	
   

  	
  46

  
	
  SECTION 1106.

  	
   

  	
  Securities Payable on Redemption Date

  	
   

  	
  46

  
	
  SECTION 1107.

  	
   

  	
  Securities Redeemed in Part

  	
   

  	
  47

  



 


ARTICLE TWELVE



SINKING FUNDS


 


	
  SECTION 1201.

  	
   

  	
  Applicability of Article

  	
   

  	
  47

  



 


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  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1202.

  	
   

  	
  Satisfaction of Sinking Fund Payments with
  Securities

  	
   

  	
  47

  
	
  SECTION 1203.

  	
   

  	
  Redemption of Securities for Sinking Fund

  	
   

  	
  48

  



 


 


ARTICLE THIRTEEN



SUBORDINATION


 


	
  SECTION 1301.

  	
   

  	
  Agreement to Subordinate

  	
   

  	
  49

  
	
  SECTION 1302.

  	
   

  	
  Default on Senior Indebtedness

  	
   

  	
  49

  
	
  SECTION 1303.

  	
   

  	
  Liquidation; Dissolution; Bankruptcy

  	
   

  	
  50

  
	
  SECTION 1304.

  	
   

  	
  Subrogation

  	
   

  	
  51

  
	
  SECTION 1305.

  	
   

  	
  Trustee to Effectuate Subordination

  	
   

  	
  52

  
	
  SECTION 1306.

  	
   

  	
  Notice by the Company

  	
   

  	
  52

  
	
  SECTION 1307.

  	
   

  	
  Rights of the Trustee; Holders of Senior
  Indebtedness

  	
   

  	
  52

  
	
  SECTION 1308.

  	
   

  	
  Subordination May Not Be Impaired

  	
   

  	
  53

  
	
  SECTION 1309.

  	
   

  	
  Article Applicable to Paying Agents

  	
   

  	
  53

  
	
  SECTION 1310.

  	
   

  	
  Defeasance of This Article

  	
   

  	
  53

  
	
  SECTION 1311.

  	
   

  	
  Subordination Language to Be Included in
  Securities

  	
   

  	
  54

  



 


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.


 


“Applicable Insurance
Regulatory Authority” means, when used with respect to any Regulated
Insurance Company, (x) the insurance department or similar administrative
authority or agency located in each state or jurisdiction (foreign or domestic)
in which such Regulated Insurance Company is domiciled or (y) to the
extent asserting regulatory jurisdiction over such Regulated Insurance Company,
the insurance department, authority or agency in each state or jurisdiction
(foreign or domestic) in which such Regulated Insurance Company is licensed,
and shall include any Federal or national insurance regulatory department,
authority or agency that may be created and that asserts insurance regulatory
jurisdiction over such Regulated Insurance Company.


 


“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.


 


2

















 


“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 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.


 


“Insurance Business”
means one or more aspects of the business of selling, issuing, or underwriting
insurance or reinsurance.


 


“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.


 


3

















 


“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 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.


 


“Payment Blockage Notice”
has the meaning specified in Section 1402(b).


 


“Payment Blockage Period”
has the meaning specified in Section 1402(b).


 


“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.


 


4

















 


“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.


 


“Policies” means
all insurance policies, annuity contracts, guaranteed interest contracts and
funding agreements (including riders to any such policies or contracts,
certificates issued with respect to group life insurance or annuity contracts
and assumption certificates issued or to be issued (or filed pending current
review by applicable governmental authorities)) by any Regulated Insurance
Company and any coinsurance agreements entered into or to be entered into by
any Regulated Insurance Company.


 


“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.


 


“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.


 


“Regulated Insurance
Company” means any Subsidiary of the Company, whether now owned or
hereafter acquired, that is authorized or admitted to carry on or transact
Insurance Business in any jurisdiction (foreign or domestic) and is regulated
by any Applicable Insurance Regulatory Authority.


 


“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.


 


“Senior Indebtedness,”
unless otherwise specified in one or more indentures supplemental hereto or approved
pursuant to a Board Resolution in accordance with Section 301, means, with
respect to the Company, (i) the principal (including redemption payments),
premium, if any, interest and other payment obligations in respect of (A) indebtedness
of the Company for money borrowed and (B) indebtedness evidenced by
securities, debentures, bonds, notes or other similar instruments issued by the
Company, including any such securities issued under any deed, indenture or
other instrument to which the 


 


5

















 


Company is a party; (ii) all
capital lease obligations of the Company; (iii) all obligations of the Company
issued or assumed as the deferred purchase price of property, all conditional
sale obligations of the Company, all hedging agreements and agreements of a
similar nature thereto and all agreements relating to any such agreements, and
all obligations of the Company under any title retention agreement (but excluding
trade accounts payable arising in the ordinary course of business); (iv) all
obligations of the Company for reimbursement on any letter of credit, banker’s
acceptance, security purchase facility or similar credit transaction; (v) all
obligations of the type referred to in clauses (i) through (iv) above
of other Persons for the payment of which the Company is responsible or liable
as obligor, guarantor or otherwise; (vi) all obligations of the type
referred to in clauses (i) through (v) above of other Persons secured
by any lien on any property or asset of the Company (whether or not such
obligation is assumed by the Company); and (vii) any deferrals,
amendments, renewals, extensions, modifications and refundings of all obligations
of the type referred to in clauses (i) through (vi) above, in each
case whether or not contingent and whether outstanding at the date hereof or
thereafter incurred, except,  in
each case, for the Securities and any such other indebtedness or deferral,
amendment, renewal, extension, modification or refunding that contains express
terms, or is issued under a deed, indenture or other instrument that contains
express terms, providing that it is subordinate to or ranks pari passu with the Securities.  Such Senior Indebtedness shall continue to be
Senior Indebtedness and be entitled to the benefits of the subordination
provisions of this Indenture irrespective of any amendment, modification or
waiver of any term of such Senior Indebtedness and notwithstanding that no express
written subordination agreement may have been entered into between the holders
of such Senior Indebtedness and the Trustee or any of the Holders.


 


“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 


 


6

















 


there is more than one such
Person, “Trustee” as used with respect to the Securities of any series shall
mean the Trustee with respect to Securities of that series.


 


“U.S. Government 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 


 


7

















 


other matters, and any such
Person may certify or give an opinion as to such matters in one or several
documents.


 


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


 


8





















 


(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 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.


 


9

















 


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.


 


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


 


10
















 


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 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.


 


11

















 


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


 


SECTION 202.             Form of 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 


 


12





















 


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 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 


 


13





















 


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.


 


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;


 


14

















 


(9)           additional or alternative events of
default;


 


(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)         if other than as set forth in this
Indenture, any terms with respect to subordination of such Securities,
including, without limitation, the definition of “Senior Indebtedness”;


 


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


 


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


 


(20)         the applicability of any guarantees;


 


(21)         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;


 


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


 


15

















 


(23)         each initial Place of Payment; and


 


(24)         any other terms of the series.


 


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;


 


16

















 


(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 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 


 


17

















 


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.


 


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.


 


18

















 


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


 


Upon the issuance of any new Security under this Section 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 


 


19

















 


registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following clause (2).


 


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


 


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.


 


20
















 


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, 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;


 


21

















 


(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


 


(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;


 


22

















 


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


 


(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.


 


23





















 


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:


 


(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 


 


24

















 


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. 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 


 


25

















 


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
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


 


26





















 


(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


 


(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 


 


27

















 


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 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.


 


28





















 


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:


 


(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 


 


29

















 


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


 


SECTION 511.             Delay or Omission Not
Waiver.


 


No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or 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


 


30
















 


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 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;


 


31

















 


(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;


 


(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;


 


32

















 


(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;


 


(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 


 


33

















 


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.


 


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, 


 


34

















 


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 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 


 


35





















 


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


 


36





















 


become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.


 


(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 


 


37

















 


fifteen days after such
semi-annual dates as may be specified by the Trustee, a list, in such form 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.


 


38

















 


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.


 


39

















 


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).


 


40
















 


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 or make any
change to Article Thirteen of this Indenture (or the related definitions)
that adversely affects the rights of the Holders; or


 


(8)           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 


 


41

















 


(subject to Section 601)
shall be fully protected in relying upon, an Officers’ Certificate and an
Opinion 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.


 


42

















 


The Company may also from time to time
designate one or more other offices or agencies where the Securities of one or
more series may be presented or surrendered for any or all such purposes and
may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in 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 


 


43

















 


general
creditor, look, only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be 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.


 


44

















 


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
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 


 


45

















 


Holder in
respect of any Security, shall not affect the validity of the proceedings for
the redemption of any other Security.


 


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.


 


46

















 


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.


 


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 


 


47

















 


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.


 


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.


 


48

















 


ARTICLE THIRTEEN


 


SUBORDINATION


 


SECTION 1301.           Agreement to Subordinate.


 


(a)           The Company covenants and agrees, and
each Holder of Securities issued hereunder by such Holder’s acceptance thereof
likewise covenants and agrees, that (except as otherwise specified as
contemplated by Section 301 for Securities of any series) all Securities
shall be issued subject to the provisions of this Article Thirteen; and
each Holder of a Security, whether upon original issue or upon transfer or assignment
thereof, accepts and agrees to be bound by such provisions.


 


(b)           The payment by the Company of the
principal of (and premium, if any) and interest on, the Securities issued
hereunder shall, to the extent and in the manner hereinafter set forth, be
subordinated and junior in right of payment to the prior payment in full of all
Senior Indebtedness and other obligations, (including, without limitation,
insurance obligations and obligations with respect to Policies and guarantees thereof)
of the Company, whether outstanding at the date of this Indenture or thereafter
incurred.


 


(c)           No
provision of this Article Thirteen shall prevent the occurrence of any
default or Event of Default hereunder.


 


SECTION 1302.           Default on Senior Indebtedness.


 


(a)           No direct or indirect payment by or
on behalf of the Company of principal of (and premium, if any) or interest on
the Securities, whether pursuant to the terms of the Securities or upon acceleration,
by way of repurchase, redemption, defeasance or otherwise, will be made if, at
the time of such payment, there exists a default in the payment when due of all
or any portion of the obligations under or in respect of any Senior
Indebtedness, whether at maturity, on account of mandatory redemption or prepayment,
acceleration or otherwise, and such default shall not have been cured or waived
or the benefits of this sentence waived by or on of the holders of Senior
Indebtedness.


 


(b)           In addition, during the continuance
of any nonpayment default or nonpayment Event of Default with respect to any
Senior Indebtedness pursuant to which the maturity thereof may be accelerated,
and upon receipt by the Trustee of written notice (a “Payment
Blockage Notice”) from a holder or holders of such Senior
Indebtedness or the trustee or agent acting on behalf of such Senior
Indebtedness, then, unless and until such default or Event of Default has been
cured or waived or has ceased to exist or such Senior Indebtedness has been
discharged or repaid in full in cash, or the requisite holders of such Senior
Indebtedness have otherwise agreed in writing, no payment of any kind or
character with respect to any principal of or interest on or distribution will
be made by or on behalf of the Company on account of or with respect to the
Securities, during a period (a “Payment Blockage Period”)
commencing on the date of receipt of such Payment Blockage Notice by the
Trustee and ending 179 days thereafter.


 


Notwithstanding anything herein to the
contrary, (x) in no event will a Payment Blockage Period extend beyond 179
days from the date the Payment Blockage Notice in respect thereof was given and
(y) there must be 180 days in any 360-day period during which no Payment
Blockage Period is in effect.  Not more
than one Payment Blockage Period may be commenced with respect to the
Securities during any period of 360 consecutive days.  No default or Event of Default that existed
or was continuing on the date of commencement of any Payment Blockage Period
with respect to the Senior Indebtedness initiating such Payment Blockage Period
may be, or be made, the basis for the commencement of any other Payment Blockage
Period by the holder or holders of such Senior Indebtedness or the trustee or
agent acting 


 


49

















 


on behalf of
such Senior Indebtedness, whether or not within a period of 360 consecutive
days, unless such default or Event of Default has been cured or waived for a
period of not less than 90 consecutive days.


 


(c)           In the event that, notwithstanding
the foregoing, any payment shall be received by the Trustee when such payment
is prohibited by the preceding paragraph of this Section 1302, such
payment shall be held in trust for the benefit of, and shall be paid over or
delivered to, the holders of Senior Indebtedness or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, as calculated by the Company, to the
extent necessary to pay such Senior Indebtedness in full, in cash, after giving
effect to any concurrent payment or distribution to or for the benefit of the
holders of such Senior Indebtedness, before any payment or distribution is made
to the Holders or to the Trustee.


 


SECTION 1303.           Liquidation; Dissolution;
Bankruptcy.


 


(a)           Upon any distribution of assets of
the Company of any kind or character, whether in cash, property or securities,
to creditors upon any total or partial dissolution, winding-up, liquidation or
reorganization of the Company, whether voluntary or involuntary, assignment for
the benefit of creditors or marshalling of the Company’s assets, or in
bankruptcy, insolvency, receivership or other similar proceedings, whether
voluntary or involuntary, all principal, premium, if any, and interest due or
to become due on all Senior Indebtedness of the Company shall first be paid in
full in cash, or such payment duly provided for to the satisfaction of the
holders of the Senior Indebtedness, before the Holders are entitled to receive
or retain any payment; and upon any such dissolution or winding-up or
liquidation or reorganization, any payment by the Company, or distribution of
assets of the Company of any kind or character whether in cash, property or
securities, which the Holders or the Trustee would be entitled to receive from
the Company, except for the provisions of this Article Thirteen, shall be
paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee,
agent or other Person making such payment or distribution, or by the Holders or
by the Trustee under this Indenture if received by them or it, directly to the
holders of Senior Indebtedness of the Company or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, as calculated by the Company, to the
extent necessary to pay such Senior Indebtedness in full in cash, or such
payment duly provided for to the satisfaction of the holders of the Senior
Indebtedness, after giving effect to any concurrent payment or distribution to
or for the benefit of the holders of such Senior Indebtedness, before any
payment or distribution is made to the Holders or to the Trustee.


 


(b)           In the event that, notwithstanding
the foregoing, any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, prohibited by the foregoing
shall be received by the Trustee before all Senior Indebtedness of the Company
is paid in full, or provision is made for such payment in money in accordance
with its terms, such payment or distribution shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of such Senior
Indebtedness or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any instruments evidencing such Senior
Indebtedness may have been issued, as their respective interests may appear, as
calculated by the Company, to the extent necessary to pay such Senior Indebtedness
in full, in cash, after giving effect to any concurrent payment or distribution
to or for the benefit of the holders of such Senior Indebtedness, before any
payment or distribution is made to the Holders or to the Trustee.


 


(c)           For purposes of this Article Thirteen,
the words “cash, property or securities” shall not be deemed to include shares
of stock of the Company as reorganized or readjusted, or securities of the


 


50
















 


Company or any other
corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated at least to the extent provided in this Article Thirteen
with respect to the Securities to the payment of all Senior Indebtedness of the
Company that may at the time be outstanding; provided, however,  that (i) such Senior
Indebtedness is assumed by the new corporation, if any, resulting from any such
reorganization or readjustment, and (ii) the rights of the holders of such
Senior Indebtedness are not, without the consent of such holders, altered by
such reorganization or readjustment.  The
amalgamation or consolidation of the Company with, or the merger of the Company
into, another corporation or the liquidation or dissolution of the Company
following the conveyance or transfer of its properties or assets substantially
as an entirety, to another corporation upon the terms and conditions provided
for in Article Eight of this Indenture shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 1303
if such other corporation shall, as part of such amalgamation, consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article Eight
of this Indenture.  Nothing in Section 1302
or in this Section 1303 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607 of this Indenture.


 


(d)           If the Trustee or any Holder of
Securities does not file a proper claim or proof of debt in the form required
in any proceeding referred to above prior to 30 days before the expiration of
the time to file such claim in such proceeding, then the holder of any Senior
Indebtedness is hereby authorized, and has the right, to file an appropriate
claim or claims for or on behalf of such Holder of Securities.


 


SECTION 1304.           Subrogation.


 


(a)           Subject to the payment in full of all
Senior Indebtedness of the Company then outstanding, the rights of the Holders
shall be subrogated to the rights of the holders of such Senior Indebtedness to
receive payments or distributions of cash, property or securities of the
Company applicable to such Senior Indebtedness until the principal of and
interest on the Securities shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of such Senior
Indebtedness of any cash, property or securities to which the Holders or the
Trustee would be entitled except for the provisions of this Article Thirteen,
and no payment over pursuant to the provisions of this Article Thirteen to
or for the benefit of the holders of such Senior Indebtedness by Holders or the
Trustee, shall, as between the Company, its creditors other than holders of
Senior Indebtedness of the Company, and the Holders, be deemed to be a payment
by the Company to or on account of such Senior Indebtedness.  It is understood that the provisions of this Article Thirteen
are and are intended solely for the purposes of defining the relative rights of
the Holders, on the one hand, and the holders of such Senior Indebtedness, on
the other hand.


 


(b)           Nothing contained in this Article Thirteen
or elsewhere in this Indenture or in the Securities is intended to or shall
impair, as between the Company, its creditors other than the holders of Senior
Indebtedness of the Company, and the Holders, the obligation of the Company,
which is absolute and unconditional, to pay to the Holders the principal of and
interest on the Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the Holders and creditors of the Company other than the holders of
Senior Indebtedness of the Company nor shall anything herein or therein prevent
the Trustee or any Holder of Securities from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article Thirteen of the holders of such Senior
Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy.


 


(c)           Upon any payment or distribution of
assets of the Company referred to in this Article Thirteen, the Trustee,
subject to the provisions of Section 601 of this Indenture, and the
Holders shall be entitled to rely conclusively upon any order or decree made by
any court of competent jurisdiction in which such dissolution, winding-up,
liquidation or reorganization proceedings are pending, or a certificate 


 


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of the receiver, trustee in
bankruptcy, liquidation trustee, agent or other Person making such payment or
distribution, delivered to the Trustee or the Holders, for the purposes of
ascertaining the Persons entitled to participate in such distribution, the
holders of Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Thirteen.


 


SECTION 1305.           Trustee to Effectuate
Subordination.


 


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


 


SECTION 1306.           Notice by the Company.


 


(a)           The Company shall give prompt written
notice to a Responsible Officer of the Trustee of any fact known to the Company
that would prohibit the making of any payment of moneys to or by the Trustee in
respect of the Securities pursuant to the provisions of this Article Thirteen.  Notwithstanding the provisions of this Article Thirteen
or any other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts that would prohibit the making of any
payment of moneys to or by the Trustee in respect of the Securities pursuant to
the provisions of this Article Thirteen, unless and until a Responsible
Officer of the Trustee shall have received written notice thereof from the Company
or a Holder or holders of Senior Indebtedness or from any representative or
trustee therefor; and before the receipt of any such written notice, the
Trustee, subject to the provisions of Section 601 of this Indenture, shall
be entitled in all respects to assume that no such facts exist; provided, however,  that if the Trustee shall not have
received the notice provided for in this Section 1306 at least two
Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of or interest on any Security), then, anything herein contained
to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such money and to apply the same to the purposes for which
such money was received, and shall not be affected by any notice to the
contrary that may be received by it within two Business Days prior to such
date.


 


(b)           The Trustee, subject to the
provisions of Section 601 of this Indenture, shall be entitled to conclusively
rely on the delivery to it of a written notice by a Person representing himself
to be a holder of Senior Indebtedness of the Company (or a trustee or
representative on behalf of such holder) to establish that such notice has been
given by a holder of such Senior Indebtedness or a trustee or representative on
behalf of any such holder or holders.  In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of such Senior
Indebtedness to participate in any payment or distribution pursuant to this Article Thirteen,
the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held
by such Person, the extent to which such Person is entitled to participate in
such payment or distribution and any other facts pertinent to the rights of
such Person under this Article Thirteen and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial determination
as to the right of such Person to receive such payment.


 


SECTION 1307.           Rights of the Trustee;
Holders of Senior Indebtedness.


 


(a)           The Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article Thirteen
in respect of any Senior Indebtedness at any time held by it, to the same
extent as any other 


 


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holder of Senior Indebtedness,
and nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder.


 


(b)           With respect to the holders of Senior
Indebtedness of the Company, the Trustee undertakes to perform or to observe
only such of its covenants and obligations as are specifically set forth in
this Article Thirteen and no implied covenants or obligations with respect
to the holders of such Senior Indebtedness shall be read into this Indenture
against the Trustee.  The Trustee shall
not be deemed to owe any fiduciary duty to the holders of such Senior
Indebtedness and, subject to the provisions of Section 601 of this
Indenture, the Trustee shall not be liable to any holder of such Senior
Indebtedness if it shall pay over or deliver to Holders, the Company or any
other Person money or assets to which any holder of such Senior Indebtedness
shall be entitled by virtue of this Article Thirteen or otherwise.


 


SECTION 1308.           Subordination May Not
Be Impaired.


 


(a)           No right of any present or future
holder of any Senior Indebtedness of the Company to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof that any such holder may have or otherwise be charged with.


 


(b)           Without in any way limiting the
generality of the foregoing paragraph, the holders of Senior Indebtedness of
the Company may, at any time and from time to time, without the consent of or
notice to the Trustee or the Holders, without incurring responsibility to the
Holders and without impairing or releasing the subordination provided in this Article Thirteen
or the obligations hereunder of the Holders to the holders of such Senior
Indebtedness, do any one or more of the following:  (i) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, such Senior
Indebtedness, or otherwise amend or supplement in any manner such Senior
Indebtedness or any instrument evidencing the same or any agreement under which
such Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing such
Senior Indebtedness; (iii) release any Person liable in any manner for the
collection of such Senior Indebtedness; and (iv) exercise or refrain from
exercising or waive any rights against the Company and any other Person.


 


(c)           Each present and future holder of
Senior Indebtedness shall be entitled to the benefit of the provisions of this Article Thirteen
notwithstanding that such holder is not a party to this Indenture.


 


SECTION 1309.           Article Applicable to
Paying Agents.


 


In case at any time any Paying Agent other
than the Trustee shall have been appointed by the Company and be then acting
hereunder, the term “Trustee” as used in this Article Thirteen shall in
such case (unless the context otherwise requires) be construed as extending to
and including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article Thirteen in
addition to or in place of the Trustee; provided, however,  that this Section 1309 shall
not apply to the Company or any Affiliate of the Company if it or such
Affiliate acts as Paying Agent.


 


SECTION 1310.           Defeasance of This Article.


 


Notwithstanding anything contained herein to
the contrary, payments from cash or the proceeds of United States Government
Obligations held in trust under Article Four hereof by the Trustee (or
other qualifying trustee) and which were deposited in accordance with the terms
of Article Four hereof and not in violation of Section 1302 hereof
for the payment of principal of and interest on the Securities shall not 


 


53

















 


be subordinated
to the prior payment of any Senior Indebtedness or subject to the restrictions
set forth in this Article Thirteen, and none of the Holders shall be
obligated to pay over any such amount to the Company or any holder of Senior
Indebtedness or any other creditor of the Company.


 


SECTION 1311.           Subordination Language to
Be Included in Securities.


 


Each Security shall contain a subordination
provision which will be substantially in the following form:


 


“The Securities are subordinated in right of
payment, in the manner and to the extent set forth in the Indenture, to the
prior payment in full of all Senior Indebtedness (as defined in the Indenture,
or as set forth in one or more indentures supplemental thereto, a Board
Resolution in accordance with Section 301 of the Indenture or in this
Security).  Each Holder by accepting a
Security agrees to such subordination and authorizes the Trustee to give it
effect.”


 


[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.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [NAME OF
  TRUSTEE]

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: