EX-4.2






Exhibit 4.2




FORM OF SENIOR INDENTURE




VALIDUS HOLDINGS, LTD., Issuer




To




THE BANK OF NEW YORK MELLON, Trustee




 






INDENTURE




 






Dated as of                     , ___




Senior Debt Securities




 









 






Reconciliation and tie between

Trust Indenture Act of 1939 (the “Trust Indenture Act”)

and Indenture




	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	§§ 310 (a)(1)
	 	6.7
	(a)(2)
	 	6.7
	(b)
	 	6.8
	§§ 312 (a)
	 	7.1
	(b)
	 	7.2
	(c)
	 	7.2
	§§ 313 (a)
	 	7.3
	(b)(2)
	 	7.3
	(c)
	 	7.3
	(d)
	 	7.3
	§§ 314 (a)
	 	7.4
	(c)(1)
	 	1.2
	(c)(2)
	 	1.2
	(e)
	 	1.2
	(f)
	 	1.2
	§§ 316 (a) (last sentence)
	 	1.1
	(a)(1)(A)
	 	5.2, 5.12
	(a)(1)(B)
	 	5.13
	(b)
	 	5.8
	§§ 317 (a)(1)
	 	5.3
	(a)(2)
	 	5.4
	(b)
	 	10.3
	§§ 318 (a)
	 	10.9








 




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





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	Article 1

	 
	 	 	 	 
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

	 
	 	 	 	 
	Section 1.1. Definitions
	 	 	1	 
	Section 1.2. Compliance Certificates and Opinions
	 	 	11	 
	Section 1.3. Form of Documents Delivered to Trustee
	 	 	11	 
	Section 1.4. Acts of Holders
	 	 	12	 
	Section 1.5. Notices, Etc. to Trustee and Company
	 	 	14	 
	Section 1.6. Notice to Holders of Securities; Waiver
	 	 	14	 
	Section 1.7. Language of Notices
	 	 	15	 
	Section 1.8. Conflict with Trust Indenture Act
	 	 	15	 
	Section 1.9. Effect of Headings and Table of Contents
	 	 	15	 
	Section 1.10. Successors and Assigns
	 	 	15	 
	Section 1.11. Separability Clause
	 	 	15	 
	Section 1.12. Benefits of Indenture
	 	 	16	 
	Section 1.13. Governing Law
	 	 	16	 
	Section 1.14. Legal Holidays
	 	 	16	 
	Section 1.15. Counterparts
	 	 	16	 
	Section 1.16. Judgment Currency
	 	 	16	 
	Section 1.17. No Security Interest Created
	 	 	17	 
	Section 1.18. Limitation on Individual Liability
	 	 	17	 
	Section 1.19. Submission to Jurisdiction
	 	 	17	 
	Section 1.20. Waiver of Jury Trial
	 	 	18	 
	Section 1.21. Force Majeure
	 	 	18	 
	 
	 	 	 	 
	Article 2

	 
	 	 	 	 
	SECURITIES FORMS

	 
	 	 	 	 
	Section 2.1. Forms Generally
	 	 	18	 
	Section 2.2. Form of Trustee’s Certificate of Authentication
	 	 	19	 
	Section 2.3. Securities in Global Form
	 	 	19	 
	 
	 	 	 	 
	Article 3

	 
	 	 	 	 
	THE SECURITIES

	 
	 	 	 	 
	Section 3.1. Amount Unlimited; Issuable in Series
	 	 	20	 
	Section 3.2. Currency; Denominations
	 	 	24	 
	Section 3.3. Execution, Authentication, Delivery and Dating
	 	 	24	 
	Section 3.4. Temporary Securities
	 	 	26	 
	Section 3.5. Registration, Transfer and Exchange
	 	 	26	 






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	 	 	Page	 
	Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	30	 
	Section 3.7. Payment of Interest and Certain Additional Amounts;
Rights to Interest and Certain Additional Amounts
Preserved
	 	 	31	 
	Section 3.8. Persons Deemed Owners
	 	 	33	 
	Section 3.9. Cancellation
	 	 	33	 
	Section 3.10. Computation of Interest
	 	 	34	 
	Section 3.11. CUSIP Numbers
	 	 	34	 
	 
	 	 	 	 
	Article 4

	 
	 	 	 	 
	SATISFACTION AND DISCHARGE OF INDENTURE

	 
	 	 	 	 
	Section 4.1. Satisfaction and Discharge
	 	 	34	 
	Section 4.2. Defeasance and Covenant Defeasance
	 	 	36	 
	Section 4.3. Application of Trust Money
	 	 	40	 
	 
	 	 	 	 
	Article 5

	 
	 	 	 	 
	REMEDIES

	 
	 	 	 	 
	Section 5.1. Events of Default
	 	 	40	 
	Section 5.2. Acceleration of Maturity; Rescission and Annulment
	 	 	42	 
	Section 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	43	 
	Section 5.4. Trustee May File Proofs of Claim
	 	 	44	 
	Section 5.5. Trustee May Enforce Claims Without Possession of Securities or Coupons
	 	 	44	 
	Section 5.6. Application of Money Collected
	 	 	45	 
	Section 5.7. Limitations on Suits
	 	 	45	 
	Section 5.8. Unconditional Right of Holders To Receive Principal and any Premium, Interest
and Additional Amounts
	 	 	46	 
	Section 5.9. Restoration of Rights and Remedies
	 	 	46	 
	Section 5.10. Rights and Remedies Cumulative
	 	 	46	 
	Section 5.11. Delay or Omission Not Waiver
	 	 	46	 
	Section 5.12. Control by Holders of Securities
	 	 	46	 
	Section 5.13. Waiver of Past Defaults
	 	 	47	 
	Section 5.14. Waiver of Usury, Stay or Extension Laws
	 	 	47	 
	Section 5.15. Undertaking for Costs
	 	 	47	 
	 
	 	 	 	 
	Article 6

	 
	 	 	 	 
	THE TRUSTEE

	 
	 	 	 	 
	Section 6.1. Certain Rights of Trustee
	 	 	48	 
	Section 6.2. Notice of Defaults
	 	 	50	 
	Section 6.3. Not Responsible for Recitals or Issuance of Securities
	 	 	51	 
	Section 6.4. May Hold Securities
	 	 	51	 






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	 	 	Page	 
	Section 6.5. Money Held in Trust
	 	 	51	 
	Section 6.6. Compensation and Reimbursement
	 	 	51	 
	Section 6.7. Corporate Trustee Required; Eligibility
	 	 	52	 
	Section 6.8. Resignation and Removal; Appointment of Successor
	 	 	52	 
	Section 6.9. Acceptance of Appointment by Successor
	 	 	54	 
	Section 6.10. Merger, Conversion, Consolidation or Succession to Business
	 	 	55	 
	Section 6.11. Appointment of Authenticating Agent
	 	 	55	 
	 
	 	 	 	 
	Article 7

	 
	 	 	 	 
	HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

	 
	 	 	 	 
	Section 7.1. Company To Furnish Trustee Names and Addresses of Holders
	 	 	57	 
	Section 7.2. Preservation of Information; Communications to Holders
	 	 	57	 
	Section 7.3. Reports by Trustee
	 	 	58	 
	Section 7.4. Reports by Company
	 	 	58	 
	 
	 	 	 	 
	Article 8

	 
	 	 	 	 
	CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES

	 
	 	 	 	 
	Section 8.1. Company May Consolidate, Etc., Only on Certain Terms
	 	 	59	 
	Section 8.2. Successor Person Substituted for Company
	 	 	60	 
	 
	 	 	 	 
	Article 9

	 
	 	 	 	 
	SUPPLEMENTAL INDENTURES

	 
	 	 	 	 
	Section 9.1. Supplemental Indentures without Consent of Holders
	 	 	60	 
	Section 9.2. Supplemental Indentures with Consent of Holders
	 	 	62	 
	Section 9.3. Execution of Supplemental Indentures
	 	 	63	 
	Section 9.4. Effect of Supplemental Indentures
	 	 	63	 
	Section 9.5. Reference in Securities to Supplemental Indentures
	 	 	63	 
	Section 9.6. Conformity with Trust Indenture Act
	 	 	63	 
	Section 9.7. Notice of Supplemental Indenture
	 	 	63	 
	 
	 	 	 	 
	Article 10

	 
	 	 	 	 
	COVENANTS

	 
	 	 	 	 
	Section 10.1. Payment of Principal, any Premium, Interest and Additional Amounts
	 	 	64	 
	Section 10.2. Maintenance of Office or Agency
	 	 	64	 
	Section 10.3. Money for Securities Payments to Be Held in Trust
	 	 	65	 
	Section 10.4. Additional Amounts
	 	 	67	 
	Section 10.5. Redemption for Tax Purposes
	 	 	68	 
	Section 10.6. Limitation on Liens on Stock of Designated Subsidiaries
	 	 	69	 






-iii-









 






	 	 	 	 	 
	 	 	Page	 
	Section 10.7. Limitation on Disposition of Stock of Designated Subsidiaries
	 	 	69	 
	Section 10.8. Corporate Existence
	 	 	70	 
	Section 10.9. Waiver of Certain Covenants
	 	 	70	 
	Section 10.10. Company Statement as to Compliance; Notice of Certain Defaults
	 	 	70	 
	Section 10.11. Calculation of Original Issue Discount
	 	 	71	 
	 
	 	 	 	 
	Article 11

	 
	 	 	 	 
	REDEMPTION OF SECURITIES

	 
	 	 	 	 
	Section 11.1. Applicability of Article
	 	 	71	 
	Section 11.2. Election to Redeem; Notice to Trustee
	 	 	71	 
	Section 11.3. Selection by Trustee of Securities to Be Redeemed
	 	 	71	 
	Section 11.4. Notice of Redemption
	 	 	72	 
	Section 11.5. Deposit of Redemption Price
	 	 	73	 
	Section 11.6. Securities Payable on Redemption Date
	 	 	74	 
	Section 11.7. Securities Redeemed in Part
	 	 	74	 
	 
	 	 	 	 
	Article 12

	 
	 	 	 	 
	SINKING FUNDS

	 
	 	 	 	 
	Section 12.1. Applicability of Article
	 	 	75	 
	Section 12.2. Satisfaction of Sinking Fund Payments with Securities
	 	 	75	 
	Section 12.3. Redemption of Securities for Sinking Fund
	 	 	76	 
	 
	 	 	 	 
	Article 13

	 
	 	 	 	 
	REPAYMENT AT THE OPTION OF HOLDERS

	 
	 	 	 	 
	Section 13.1. Applicability of Article
	 	 	76	 
	 
	 	 	 	 
	Article 14

	 
	 	 	 	 
	SECURITIES IN FOREIGN CURRENCIES

	 
	 	 	 	 
	Section 14.1. Applicability of Article
	 	 	77	 
	 
	 	 	 	 
	Article 15

	 
	 	 	 	 
	MEETINGS OF HOLDERS OF SECURITIES

	 
	 	 	 	 
	Section 15.1. Purposes for Which Meetings May Be Called
	 	 	77	 
	Section 15.2. Call, Notice and Place of Meetings
	 	 	77	 
	Section 15.3. Persons Entitled to Vote at Meetings
	 	 	78	 
	Section 15.4. Quorum; Action
	 	 	78	 






-iv-









 






	 	 	 	 	 
	 	 	Page	 
	Section 15.5. Determination of Voting Rights; Conduct and Adjournment of Meetings
	 	 	79	 
	Section 15.6. Counting Votes and Recording Action of Meetings
	 	 	79	 






-v-









 





     INDENTURE, dated as of                     , ___(the “Indenture”), between VALIDUS HOLDINGS,
LTD., a company duly organized and existing under the laws of Bermuda (hereinafter called the
“Company”), having its principal executive office located at 19 Par-La-Ville Road, Hamilton
HM 11, Bermuda and The Bank of New York Mellon, a New York banking corporation (hereinafter called
the “Trustee”), having its Corporate Trust Office located at 101 Barclay Street, Floor 8W,
New York, NY 10286 Attn: Corporate Trust Administration.



RECITALS




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



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



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



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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



Article 1




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




     Section 1.1.Definitions. Except as otherwise expressly provided in or pursuant to this Indenture,
or unless the context otherwise requires, for all purposes of this Indenture:




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




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




  (3) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles in the United States of
America and, except as otherwise herein expressly provided, the terms “generally
accepted accounting principles” or “GAAP”
with respect to any computation required



 









 







or permitted hereunder shall mean such accounting principles as are generally
accepted in the United States of America at the date or time of such computation;




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




  (5) the word “or” is always used inclusively (for example, the phrase “A or
B” means “A or B or both,” not “either A or B but not both”).



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



   “Act,” when used with respect to any Holders, has the meaning specified in Section
1.4.



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



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



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



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



     “Authorized Officer” means, when used with respect to the Company, the Chairman of the
Board of Directors, a Vice Chairman, the President, the Vice President, the Chief Financial
Officer, the Treasurer, an Assistant Treasurer, the Chief Investment Officer, the Chief Accounting
Officer, the General Counsel, the Secretary or an Assistant Secretary, of the Company.



-2-









 





     “Bearer Security” means any Security in the form established pursuant to Section 2.1
which is payable to bearer.



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



     “Board Resolution” means a copy of one or more resolutions, 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,” with respect to any Place of Payment or other location, means, unless
otherwise specified with respect to any Securities pursuant to Section 3.1, any day other than a
Saturday, Sunday or other day on which banking institutions in such Place of Payment or other
location are authorized or obligated by law, regulation or executive order to close.



     “Capital Stock” of 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 Preferred Stock, but excluding any debt securities convertible
into such equity.



     “Capitalized Lease Obligation” means an obligation under a lease that is required to
be capitalized for financial reporting purposes in accordance with generally accepted accounting
principles, and the amount of Indebtedness represented by such obligation shall be the capitalized
amount of such obligation determined in accordance with such principles.



     “Code” means the Internal Revenue Code of 1986, as amended.



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



     “Common Stock” in respect of any Corporation means Capital Stock of any class or
classes (however designated) which has no preference as to the payment of dividends, or as to the
distribution of assets upon any voluntary or involuntary liquidation or dissolution of such
Corporation, and which is not subject to redemption by such Corporation.



     “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, and any other obligor
upon the Securities.



     “Company Request” and “Company Order” mean, respectively, a written request or
order, as the case may be, signed in the name of the Company by an Authorized Officer, and
delivered to the Trustee.



-3-









 





     “Consolidated Net Worth” in respect of any Person means the total of the amounts shown
on the balance sheet of such Person and its consolidated Subsidiaries, determined on a consolidated
basis in accordance with GAAP, as of the end of the most recent fiscal quarter of such Person
ending at least 45 days prior to the taking of any action for the purpose of which the
determination is being made, as (i) the par or stated value of all outstanding Capital Stock of
such Person plus (ii) paid-in capital or capital surplus relating to such Capital Stock plus
(iii) any retained earnings or earned surplus, less any accumulated deficit.



     “Conversion Event” means the cessation of use of (i) a Foreign Currency both by the
government of the country or the confederation which issued such Foreign Currency and for the
settlement of transactions by a central bank or other public institutions of or within the
international banking community or (ii) any currency unit or composite currency for the purposes
for which it was established.



     “Corporate Trust Office” means the principal corporate trust office of the Trustee at
which at any particular time its corporate trust business shall be administered, which office at
the date of original execution of this Indenture is located at located at 101 Barclay Street,
Floor 8W New York, NY 10286, Attention: Corporate Trust Administration or at any other time at
such other address as the Trustee may designate from time to time by notice to the parties hereto
or at the principal corporate trust office of any successor trustee as to which such successor
trustee may notify the parties hereto in writing.



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



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



     “Currency,” with respect to any payment, deposit or other transfer in respect of the
principal of or any premium or interest on or any Additional Amounts with respect to any Security,
means Dollars or the Foreign Currency, as the case may be, in which such payment, deposit or other
transfer is required to be made by or pursuant to the terms hereof or such Security and, with
respect to any other payment, deposit or transfer pursuant to or contemplated by the terms hereof
or such Security, means Dollars.



     “CUSIP number” means the alphanumeric designation assigned to a Security by Standard &
Poor’s Ratings Service, CUSIP Service Bureau.



     “Defaulted Interest” has the meaning specified in Section 3.7.



     “Designated Subsidiary” means any present or future consolidated Subsidiary of the
Company, the Consolidated Net Worth of which constitutes at least 10% of the Consolidated Net Worth
of the Company.



     “Dollars” or “$” means a dollar or other equivalent unit of legal tender for
payment of public or private debts in the United States of America.



     “Event of Default” has the meaning specified in Section 5.1.



-4-









 





     “Foreign Currency” means any currency, currency unit or composite currency, including,
without limitation, the euro, issued by the government of one or more countries other than the
United States of America or by any recognized confederation or association of such governments, all
as reasonably acceptable to the Trustee.



     “Government Obligations” means securities which are (i) direct obligations of the
United States of America or the other government or governments or confederation or association of
governments which issued the Foreign Currency in which the principal of or any premium or interest
on such Security or any Additional Amounts in respect thereof shall be payable, in each case where
the payment or payments thereunder are supported by the full faith and credit of such government or
governments or confederation or association of governments or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the United States of
America or such other government or governments or confederation or association of governments, in
each case where the timely payment or payments thereunder are unconditionally guaranteed as a full
faith and credit obligation by the United States of America or such other government or governments
or confederation or association of governments, and which, in the case of (i) or (ii), are not
callable or redeemable at the option of the issuer or issuers thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect to any such
Government Obligation or a specific payment of interest on or principal of or other amount with
respect to any such Government Obligation held by such custodian for the account of the holder of a
depository receipt, provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the Government Obligation or the specific payment of
interest on or principal of or other amount with respect to the Government Obligation evidenced by
such depository receipt.



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



     “Indebtedness” means, with respect to any Person, (i) the principal of and any premium
and interest on (a) indebtedness of such Person for money borrowed and (b) indebtedness evidenced
by notes, debentures, bonds or other similar instruments for the payment of which such Person is
responsible or liable; (ii) all Capitalized Lease Obligations of such Person; (iii) all obligations
of such Person issued or assumed as the deferred purchase price of property, all conditional sale
obligations and all obligations under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business); (iv) all obligations of such Person for the
reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit
transaction (other than obligations with respect to letters of credit securing obligations (other
than obligations described in (i) through (iii) above) entered into in the ordinary course of
business of such Person to the extent such letters of credit are not drawn upon or, if and to the
extent drawn upon, such drawing is reimbursed no later than the third Business Day following
receipt by such Person of a demand for reimbursement following payment on the letter of credit);
(v) all obligations of the type referred to in clauses (i) through (iv) of other Persons and all
dividends of other Persons for the payment of which, in either case, such Person is responsible or
liable as obligor, guarantor or otherwise, the amount thereof being deemed to be the lesser



-5-









 







of the stated recourse, if limited, and the amount of the obligation or dividends of the other
Person; (vi) all obligations of the type referred to in clauses (i) through (v) of other Persons
secured by any Lien on any property or asset of such Person (whether or not such obligation is
assumed by such Person), the amount of such obligation being deemed to be the lesser of the value
of such property or assets or the amount of the obligation so secured; and (vii) any amendments,
modifications, refundings, renewals or extensions of any indebtedness or obligation described as
Indebtedness in clauses (i) through (vi) above.



     “Indenture” means this instrument as it may from time to time be supplemented or
amended by one or more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and, with respect to any Security, by the terms and provisions of such Security
and any Coupon appertaining thereto established pursuant to Section 3.1 (as such terms and
provisions may be amended pursuant to the applicable provisions hereof).



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



     “Indexed Security” means a Security the terms of which provide that the principal
amount thereof payable at Stated Maturity or upon acceleration pursuant to Section 5.2 may be more
or less than the principal face amount thereof at original issuance.



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



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



     “Judgment Currency” has the meaning specified in Section 1.16.



     “Legal Holidays” has the meaning specified in Section 1.14.



     “Lien” has the meaning specified in Section 10.6.



     “Maturity,” with respect to any Security, means the date on which the principal of
such Security or an installment of principal becomes due and payable as provided in or pursuant to
this Indenture or the related Series Authorization, whether at the Stated Maturity or by
declaration of acceleration, notice of redemption or repurchase, notice of option to elect
repayment or otherwise, and includes any Redemption Date and the date of any required repurchase or
repayment.



-6-









 





     “New York Banking Day” has the meaning specified in Section 1.16.



     “Office” or “Agency,” with respect to any Securities, means an office or
agency of the Company maintained or designated as a Place of Payment for such Securities pursuant
to Section 10.2 or any other office or agency of the Company maintained or designated for such
Securities pursuant to Section 10.2 or, to the extent designated or required by Section 10.2 in
lieu of such office or agency, the Corporate Trust Office of the Trustee.



     “Officers’ Certificate” means a certificate signed by two Authorized Officers, at
least one of which is a principal executive, principal financial or principal accounting officer,
that complies with the requirements of Section 314(e) of the Trust Indenture Act and is delivered
to the Trustee.



     “Opinion of Counsel” means a written opinion of counsel, who may be an employee of or
counsel for the Company that, if required by the Trust Indenture Act, complies with the
requirements of Section 314(e) of the Trust Indenture Act.



     “Original Issue Discount Security” means a Security issued pursuant to this Indenture
or the related Series Authorization which provides for declaration of an amount less than the
principal face amount thereof to be due and payable upon acceleration pursuant to Section 5.2.



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




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




  (b) any such Security for whose payment at the Maturity thereof money in the necessary
amount has been theretofore deposited pursuant hereto (other than pursuant to Section 4.2)
with the Trustee or any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such Securities and any Coupons appertaining thereto, provided, that, if such
Securities are to be redeemed, notice of such redemption has been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee has been made;




  (c) any such Security with respect to which the Company has effected defeasance
pursuant to the terms hereof, except to the extent provided in Section 4.2;




  (d) any such Security which has been paid pursuant to Section 3.6 or in exchange for or
in lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, unless there shall have been presented to the Trustee proof satisfactory to it
that such Security is held by a protected purchaser in whose hands such Security is a valid
obligation of the Company; and



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  (e) any such Security converted or exchanged as contemplated by this Indenture into
Common Stock of the Company or other securities, if the terms of such Security provide for
such conversion or exchange pursuant to Section 3.1;


provided, however, that in determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder or are present at a meeting of Holders of Securities for quorum purposes, (i) the
principal amount of any Indexed Security that may be counted in making such determination and that
shall be deemed Outstanding for such purposes shall be equal to the principal amount of such
Indexed Security at original issuance, unless otherwise provided in or pursuant to this Indenture
or the related Series Authorization, and (ii) the principal amount of a Security denominated in a
Foreign Currency shall be the Dollar equivalent, determined on the date of original issuance of
such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the
Dollar equivalent on the date of original issuance of such Security of the then current principal
amount) of such Security, unless otherwise provided in or pursuant to this Indenture or the related
Series Authorization, and (iii) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor, shall be disregarded and deemed
not to be Outstanding, except that, in determining whether the Trustee shall be protected in making
any such determination or relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be
so owned shall be so disregarded. Securities so owned which shall have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee (A)
the pledgee’s right so to act with respect to such Securities and (B) that the pledgee is not the
Company or any other obligor upon the Securities or any Coupons appertaining thereto or an
Affiliate of the Company or such other obligor.




     “Paying Agent” means any Person authorized by the Company to pay the principal of, or
any premium or interest on, or any Additional Amounts with respect to, any Security or any Coupon
on behalf of the Company.



     “Permitted Liens” means liens for taxes or assessments or governmental charges or
levies not then due and delinquent or the validity of which is being contested in good faith or
which are less than $1,000,000 in amount and liens created by or resulting from any litigation or
legal proceeding which is currently being contested in good faith by appropriate proceedings or
which involves claims of less than $1,000,000.



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



     “Place of Payment,” with respect to any Security, means the place or places where the
principal of, or any premium or interest on, or any Additional Amounts with respect to such
Security are payable as provided in or pursuant to this Indenture or the related Series
Authorization.



     “Predecessor Security” of any particular Security means every previous Security
evidencing all or a portion of the same Indebtedness as that
evidenced by such particular Security;



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and, for the purposes of this definition, any Security authenticated and delivered under
Section 3.6 in exchange for or in lieu of a lost, destroyed, mutilated or stolen Security or any
Security to which a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to
evidence the same Indebtedness as the lost, destroyed, mutilated or stolen Security or the Security
to which a mutilated, destroyed, lost or stolen Coupon appertains.



     “Preferred Stock” in respect of any Corporation means Capital Stock of any class or
classes (however designated) which is preferred as to the payment of dividends, or as to the
distribution of assets upon any voluntary or involuntary liquidation or dissolution of such
Corporation, over shares of Capital Stock of any other class of such Corporation.



     “principal” means, as of any date of determination with respect to the Securities of
any series, (i) in the case of an Original Issue Discount Security or an Indexed Security, the
amount due and payable with respect to principal upon an acceleration thereof pursuant to Section
5.2 at such time and (ii) in all other cases, par or the stated face amount of the related
Security.



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



     “Redemption Price,” with respect to any Security or portion thereof to be redeemed,
means the price at which it is to be redeemed as determined by or pursuant to this Indenture or the
related Series Authorization, exclusive of accrued interest and any Additional Amounts with respect
to accrued interest.



     “Registered Security” means any Security established pursuant to Section 2.1 which is
registered in a Security Register.



     “Regular Record Date” for the interest payable on any Registered Security on any
Interest Payment Date therefor means the date, if any, specified in or pursuant to this Indenture
or the related Series Authorization as the “Regular Record Date.”



     “Required Currency” has the meaning specified in Section 1.16.



     “Responsible Officer” means any officer within the Corporate Trust Office of the
Trustee, including any vice president, any assistant vice president, director, managing director,
associate or any trust officer or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also means, with respect to
a particular corporate trust matter, any other officer to whom such matter is referred because of
his or her knowledge of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.



     “Security” or “Securities” means any note or notes, bond or bonds, debenture
or debentures, or any other evidences of Indebtedness, as the case may be, authenticated and
delivered under this Indenture; provided, however, that, if at any time there is more than one
Person acting as Trustee under this Indenture, “Securities,” with respect to any such Person, shall
mean



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Securities authenticated and delivered under this Indenture, exclusive, however, of Securities
of any series as to which such Person is not Trustee.



     “Security Register” and “Security Registrar” have the respective meanings
specified in Section 3.5.



     “Series Authorization” means, with respect to any series or class of Securities, (i) a
Board Resolution and Officers’ Certificate or (ii) one or more indentures supplemental hereto,
establishing such series or class of Securities and setting forth the terms thereof, including, in
either case, a form of note or notes representing such Securities.



     “Special Record Date” for the payment of any Defaulted Interest on any Registered
Security means a date fixed by the Company pursuant to Section 3.7.



     “Stated Maturity,” with respect to any Security or any installment of principal
thereof or interest thereon or any Additional Amounts with respect thereto, means the date
established by or pursuant to this Indenture or the related Series Authorization as the fixed date
on which the principal of such Security or such installment of principal or interest is, or such
Additional Amounts are, due and payable.



     “Subsidiary” means, in respect of any Person, any Corporation, limited or general
partnership or other business entity of which at the time of determination more than 50% of the
voting power of the shares of its Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to vote in the election
of directors, managers or trustees thereof is owned or controlled, directly or indirectly, by (i)
such Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more
Subsidiaries of such Person.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and any
reference herein to the Trust Indenture Act or a particular provision thereof shall mean such Act
or provision, as the case may be, as amended or replaced from time to time or as supplemented from
time to time by rules or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be.



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



     “United States,” except as otherwise provided in or pursuant to this Indenture or any
Series Authorization, means the United States of America (including the states thereof and the
District of Columbia), its territories and possessions and other areas subject to its jurisdiction.



     “U.S. Depository” or “Depository” means, with respect to any Security issuable
or issued in the form of one or more global Securities, the Person designated as U.S. Depository



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or Depository by the Company in or pursuant to this Indenture or the related Series
Authorization, which Person must be, to the extent required by applicable law or regulation, a
clearing agency registered under the Securities Exchange Act of 1934, as amended, and, if so
provided with respect to any Security, any successor to such Person. If at any time there is more
than one such Person, “U.S. Depository” or “Depository” shall mean, with respect to any Securities,
the qualifying entity which has been appointed with respect to such Securities.



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



     Section 1.2. Compliance Certificates and Opinions. Except as otherwise expressly provided in this
Indenture, upon any application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of
such counsel, all such conditions precedent, if any, have been complied with, except that in the
case of any such application or request as to which the furnishing of such documents or any of them
is specifically required by any provision of this Indenture relating to such particular application
or request, no additional certificate or opinion need be furnished.



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




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




  (b) 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;




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




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



     Section 1.3. Form of Documents Delivered to Trustee. In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to other matters, and
any such Person may certify or give an opinion as to such matters in one or several documents.



-11-









 





     Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon an Opinion of Counsel, provided that such officer, after reasonable inquiry,
has no reason to believe and does not believe that the Opinion of Counsel with respect to the
matters upon which his certificate or opinion is based is erroneous. Any such 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, provided that such counsel, after
reasonable inquiry, has no reason to believe and does not believe 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 or any
Security, they may, but need not, be consolidated and form one instrument.



     Section 1.4. Acts of Holders.



     (1) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by or pursuant to 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. If, but only if, Securities of a series are
issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided in or pursuant to this Indenture or the related Series
Authorization to be given or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the provisions of Article 15, or
a combination of such instruments and any such record. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments or record or both
are received by a Responsible Officer of the Trustee and, where it is hereby expressly required, to
the Company. Such instrument or instruments and any such record (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to Section 315 of the
Trust Indenture Act) conclusive in favor of the Trustee, the Company and any agent of the Trustee
or the Company, if made in the manner provided in this Section. The record of any meeting of
Holders of Securities shall be proved in the manner provided in Section 15.6.



     (2) Without limiting the generality of this Section 1.4, unless otherwise provided in or
pursuant to this Indenture or the related Series Authorization, a Holder, including a U.S.
Depository that is a Holder of a global Security, may make, give or take, by a proxy or proxies
duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver
or other Act provided in or pursuant to this Indenture or the related Series Authorization to be
made, given or taken by Holders, and a U.S. Depository that is a Holder of a global Security may
provide its proxy or proxies to the beneficial owners of interests in any such global Security
through such U.S. Depository’s standing instructions and customary practices.



-12-









 





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



     (4) The fact and date of the execution by any Person of any such instrument or writing
referred to in this Section 1.4 may be proved in any reasonable manner; and the Trustee may in any
instance require further proof, including written proof, with respect to any of the matters
referred to in this Section.



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



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



     (7) If the Company shall solicit from the Holders of any Registered Securities any request,
demand, authorization, direction, notice, consent, waiver or other Act, the Company may at its
option (but is not obligated to), by Board Resolution, fix in advance a record date for the
determination of Holders of Registered Securities entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of Registered Securities of record at the
close



-13-









 







of business on such record date shall be deemed to be Holders for the purpose of determining
whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent, waiver or other Act,
and for that purpose the Outstanding Securities shall be computed as of such record date; provided
that no such authorization, agreement or consent by the Holders of Registered Securities shall be
deemed effective unless it shall become effective pursuant to the provisions of this Indenture not
later than six months after the record date.



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



     Section 1.5. Notices, Etc. to Trustee and Company. Any request, demand, authorization, direction,
notice, consent, waiver or other 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 the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing (including by facsimile
transmission, provided that such facsimile transmission is followed by an overnight delivery
of same) to or with the Trustee at its Corporate Trust Office, or




  (2) the Company by the Trustee or any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to the Company addressed to the attention of its Treasurer, with a copy to
the attention of its General Counsel, 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.



     Section 1.6. Notice to Holders of Securities; Waiver. Except as otherwise expressly provided in or
pursuant to this Indenture or the related Series Authorization, where this Indenture provides for
notice to Holders of Securities of any event,




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




  (2) such notice shall be sufficiently given to Holders of Bearer Securities, if any, if
published in an Authorized Newspaper in The City of New York and, if such Securities are
then listed on any stock exchange outside the United States, in an Authorized Newspaper in
such city as the Company shall advise the Trustee in writing that such stock exchange so
requires, on a Business Day at least twice, the first such publication to



-14-









 







be not earlier than the earliest date and the second such publication not later than
the latest date prescribed for the giving of such notice.



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



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



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



     Section 1.7. Language of Notices. Any request, demand, authorization, direction, notice, consent,
election or waiver required or permitted under this Indenture shall be in the English language,
except that, if the Company so elects, any published notice may be in an official language of the
country of publication (with an accompanying English translation).



     Section 1.8. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or
conflicts with any duties under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.



     Section 1.9. Effect of Headings and Table of Contents. The Article and Section headings herein and
the Table of Contents are for convenience only and shall not affect the construction hereof.



     Section 1.10. 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 1.11. Separability Clause. In case any provision in this Indenture, any Security or any
Coupon shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



-15-









 





     Section 1.12. Benefits of Indenture. Nothing in this Indenture, any Security or any Coupon, express
or implied, shall give to any Person, other than the parties hereto, any Security Registrar, any
Paying Agent, any Authenticating Agent and their successors hereunder and the Holders of Securities
or Coupons, any benefit or any legal or equitable right, remedy or claim under this Indenture.



     Section 1.13. Governing Law. This Indenture, the Securities and any Coupons shall be governed by
and construed in accordance with the laws of the State of New York applicable to agreements made or
instruments entered into and, in each case, performed in said state.



     Section 1.14. Legal Holidays. Unless otherwise specified in or pursuant to this Indenture or the
related Series Authorization, in any case where any Interest Payment Date, Stated Maturity or
Maturity of any Security, or the last date on which a Holder has the right to convert or exchange
Securities of a series that are convertible or exchangeable, shall be a Legal Holiday at any Place
of Payment, then (notwithstanding any other provision of this Indenture, any Security or any Coupon
other than a provision in any Security or Coupon that specifically states that such provision shall
apply in lieu hereof) payment need not be made at such Place of Payment on such date, and such
Securities need not be converted or exchanged on such date but such payment may be made, and such
Securities may be converted or exchanged, on the next succeeding day that is a Business Day at such
Place of Payment with the same force and effect as if made on the Interest Payment Date or at the
Stated Maturity or Maturity or on such last day for conversion or exchange, and no interest shall
accrue on the amount payable on such date or at such time for the period from and after such
Interest Payment Date, Stated Maturity, Maturity or last day for conversion or exchange, as the
case may be, to such next succeeding Business Day.



     Section 1.15. Counterparts. This Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.



     Section 1.16. Judgment Currency. The Company agrees, to the fullest extent that it may effectively
do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is
necessary to convert the sum due in respect of the principal of, or premium or interest, if any, or
Additional Amounts on the Securities of any series (the “Required Currency”) into a
currency in which a judgment will be rendered (the “Judgment Currency”), the rate of
exchange used shall be the rate at which in accordance with normal banking procedures the Trustee
could purchase in The City of New York the requisite amount of the Required Currency with the
Judgment Currency on the New York Banking Day preceding the day on which a final unappealable
judgment is given and (b) its obligations under this Indenture to make payments in the Required
Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any
judgment (whether or not entered in accordance with clause (a)), in any currency other than the
Required Currency, except to the extent that such tender or recovery shall result in the actual
receipt, by the payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action
for the purpose of recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so expressed to be payable and
(iii) shall not be affected by judgment being obtained for any other



-16-









 







sum due under this Indenture. For purposes of the foregoing, “New York Banking Day”
means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on
which banking institutions in The City of New York are authorized or obligated by law, regulation
or executive order to be closed.



     Section 1.17. No Security Interest Created. Subject to the provisions of Section 10.6, nothing in
this Indenture or in any Securities, express or implied, shall be construed to constitute a
security interest under the Uniform Commercial Code or similar legislation, as now or hereafter
enacted and in effect in any jurisdiction where property of the Company or its Subsidiaries is or
may be located.



     Section 1.18. Limitation on Individual Liability. No recourse under or upon any obligation,
covenant or agreement contained in this Indenture or in any Security, or for any claim based
thereon or otherwise in respect thereof, shall be had against any incorporator, shareholder,
manager, officer or director, as such, past, present or future, of the Company, either directly or
through the Company, whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, the incorporators,
shareholders, officers or directors, as such, of the Company, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants
or agreements contained in this Indenture or in any Security or implied therefrom; and that any and
all such personal liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against, every such
incorporator, shareholder, managers, officer or director, as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any Security or implied therefrom, are hereby expressly waived
and released as a condition of, and as a consideration for, the execution of this Indenture and the
issuance of such Security.



     Section 1.19. Submission to Jurisdiction. The Company agrees that any judicial proceedings
instituted in relation to any matter arising under this Indenture, the Securities or any Coupons
appertaining thereto may be brought in any United States Federal or New York State court sitting in
the Borough of Manhattan, The City of New York, New York to the extent that such court has subject
matter jurisdiction over the controversy, and, by execution and delivery of this Indenture, the
Company hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the
aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment
rendered in such proceeding. The Company also irrevocably and unconditionally waives for the
benefit of the Trustee and the Holders of the Securities and Coupons any immunity from jurisdiction
and any immunity from legal process (whether through service or notice, attachment prior to
judgment, attachment in the aid of execution, execution or otherwise) in respect of this Indenture.
The Company hereby irrevocably designates and appoints for the benefit of the Trustee and the
Holders of the Securities and Coupons for the term of this Indenture CT Corporation System, 111
Eighth Avenue, 13th Floor, New York, New York 10011, as its agent to receive on its behalf service
of all process (with a copy of all such service of process to be delivered to C. Jerome Dill,
General Counsel, Validus Holdings, Ltd, 48 Par-La-Ville



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Road, Suite 1790, Hamilton HM 11, Bermuda) brought against it with respect to any such
proceeding in any such court in The City of New York, such service being hereby acknowledged by the
Company to be effective and binding service on it in every respect whether or not the Company shall
then be doing or shall have at any time done business in New York. Such appointment shall be
irrevocable so long as any of the Securities or Coupons or the obligations of the Company hereunder
remain outstanding or until the appointment of a successor by the Company and such successor’s
acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee in
writing of the name and address of such successor. The Company further agrees for the benefit of
the Trustee and the Holders of the Securities and the Coupons 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 said CT Corporation System in full force and effect so
long as any of the Securities or Coupons or the obligations of the Company hereunder shall be
outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to
any failure by the Company to take any such action. Nothing herein shall affect the right to serve
process in any other manner permitted by any law or limit the right of the Trustee or any Holder to
institute proceedings against the Company in the courts of any other jurisdiction or jurisdictions.



     Section 1.20. Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED
HEREBY.



     Section 1.21. Force Majeure. In no event shall the Trustee be responsible or liable for any failure
or delay in the performance of its obligations hereunder arising out of or caused by, directly or
indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.



Article 2




SECURITIES FORMS




     Section 2.1. Forms Generally. Each Registered Security, Bearer Security, Coupon and temporary or
permanent global Security issued pursuant to this Indenture shall be in the form established by or
pursuant to the related Series Authorization, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by or pursuant to this Indenture or
the related Series Authorization or any indenture supplemental hereto and may have such letters,
numbers or other marks of identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Security or Coupon as evidenced
by their execution of such Security or Coupon.



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     Unless otherwise provided in or pursuant to the related Series Authorization, the Securities
shall be issuable in registered form without Coupons and shall not be issuable upon the exercise of
warrants.



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



     Section 2.2. Form of Trustee’s Certificate of Authentication. Subject to Section 6.11, the
Trustee’s certificate of authentication shall be in substantially the following form:



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



Dated:                     




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,

     as Trustee

 	 
	 	By:  	 	 
	 	 	                    Authorized Officer 	 
	 	 	 	 
	 




     Section 2.3.Securities in Global Form. Unless otherwise provided in or pursuant to the related
Series Authorization, the Securities of a series shall not be issuable in temporary or permanent
global form. If Securities of a series shall be issuable in global form, any such Security may
provide that it or any number of such Securities shall represent the aggregate amount of all
Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof)
from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to reflect exchanges.
Any endorsement of any Security in global form to reflect the amount, or any increase or decrease
in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby
shall be made in such manner and by such Person or Persons as shall be specified therein or in the
Company Order to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject
to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and
redeliver, in each case at the Company’s expense, any Security in permanent global form in the
manner and upon written instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 has been, or
simultaneously is, delivered, any instructions by the Company with respect to a Security in global
form shall be in writing and, with respect to matters set forth in this Section 2.3, need not be
accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion
of Counsel.



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     Notwithstanding the provisions of Section 3.7, unless otherwise specified in or pursuant to
the related Series Authorization, payment of principal of, any premium and interest on, and any
Additional Amounts in respect of, any Security in temporary or permanent global form shall be made
to the Person or Persons specified therein.



     Notwithstanding the provisions of Section 3.8 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the
Holder of such principal amount of Outstanding Securities represented by a global Security (i) in
the case of a global Security in registered form, the Holder of such global Security in registered
form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified
pursuant to Section 3.1.



Article 3




THE SECURITIES




     Section 3.1.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. With respect to any Securities to be authenticated and delivered
hereunder, there shall be established in the related Series Authorization, the following:




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




  (2) any limit upon the aggregate principal amount of the Securities of such title or
the Securities of such series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of such series pursuant to Section 3.4,
Section 3.5, Section 3.6, Section 9.5 or Section 11.7, upon repayment in part of any
Registered Security of such series pursuant to Article 13, upon surrender in part of any
Registered Security for conversion into Common Stock of the Company or exchange for other
securities pursuant to its terms, or pursuant to or as contemplated by the terms of such
Securities);




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




  (4) if any of such Securities are to be issuable in global form, when any of such
Securities are to be issuable in global form and (i) whether such Securities are to be
issued in temporary or permanent global form or both, (ii) whether beneficial owners of
interests in any such global Security may exchange such interests for definitive Securities
of the same series and of like tenor and of any authorized form and denomination, and the



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circumstances under which any such exchanges may occur, if other than in the manner
specified in Section 3.5, and (iii) the name of the Depository or the U.S. Depository, as
the case may be, with respect to any such global Security;




     (5) if any of such Securities are to be issuable as Bearer Securities or in global
form, the date as of which any such Bearer Security or global Security shall be dated (if
other than the date of original issuance of the first of such Securities to be issued);




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




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




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




     (9) if in addition to or other than the Borough of Manhattan, The City of New York, the
place or places where the principal of, any premium and interest on or any Additional
Amounts with respect to such Securities shall be payable, any of such Securities that are
Registered Securities may be surrendered for registration of transfer or exchange, any of
such Securities may be surrendered for conversion or exchange and notices or demands to or
upon the Company in respect of such Securities and this Indenture may be served, the extent
to which, or the manner in which, any interest payment or Additional Amounts on a global
Security on an Interest Payment Date, will be paid and the manner in which any principal of
or premium, if any, on any global Security will be paid;




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



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




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




     (13) whether the Securities of the series will be convertible into shares of Common
Stock of the Company and/or exchangeable for other securities, whether or not issued by the
Company, and, if so, the terms and conditions upon which such Securities will be so
convertible or exchangeable, and any deletions from or modifications or additions to this
Indenture to permit or to facilitate the issuance of such convertible or exchangeable
Securities or the administration thereof;




     (14) if other than the principal face amount thereof, the portion of the par or stated
face amount of any of such Securities that shall be payable upon declaration of acceleration
of the Maturity thereof pursuant to Section 5.2 or the method by which such portion is to be
determined or, in the case of Indexed Securities, the portion of the principal face amount
that shall be payable upon Stated Maturity or the method by which such portion is to be
determined;




     (15) if other than Dollars, the Foreign Currency in which payment of the principal of,
any premium or interest on or any Additional Amounts with respect to any of such Securities
shall be payable;




     (16) if the principal of, any premium or interest on or any Additional Amounts with
respect to any of such Securities are to be payable, at the election of the Company or a
Holder thereof or otherwise, in Dollars or in a Foreign Currency other than that in which
such Securities are stated to be payable, the date or dates on which, the period or periods
within which, and the other terms and conditions upon which, such election may be made, and
the time and manner of determining the exchange rate between the Currency in which such
Securities are stated to be payable and the Currency in which such Securities or any of them
are to be paid pursuant to such election, and any deletions from or modifications of or
additions to the terms of this Indenture to provide for or to facilitate the issuance of
Securities denominated or payable, at the election of the Company or a Holder thereof or
otherwise, in a Foreign Currency;




     (17) whether the amount of payments of principal of, any premium or interest on or any
Additional Amounts with respect to such Securities may be determined with reference to an
index, formula or other method or methods (which index, formula or method or methods may be
based, without limitation, on one or more Currencies, commodities, equity securities, equity
indices or other indices), and, if so, the terms and conditions




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upon which and the manner in which such amounts shall be determined and paid or
payable;




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




     (19) whether either or both of Section 4.2(2) relating to defeasance or Section 4.2(3)
relating to covenant defeasance shall not be applicable to the Securities of such series, or
any covenants in addition to those specified in Section 4.2(3) relating to the Securities of
such series which shall be subject to covenant defeasance, and any deletions from, or
modifications or additions to, the provisions of Article 4 in respect of the Securities of
such series;




     (20) whether any of such Securities are to be issuable upon the exercise of warrants,
and the time, manner and place for such Securities to be authenticated and delivered;




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




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




     (23) any other terms of such Securities and any other deletions from or modifications
or additions to this Indenture in respect of such Securities.



          All Securities of any one series and all Coupons, if any, appertaining to Bearer Securities of
such series shall be substantially identical except as to Currency of payments due thereunder,
denomination and the rate of interest thereon, or method of determining the rate of interest, if
any, Maturity, and the date from which interest, if any, shall accrue and except as may otherwise
be provided by the Company in or pursuant to the Board Resolution and set forth in the Officers’
Certificate or in any indenture or indentures supplemental hereto pertaining to such series of
Securities. The terms of the Securities of any series may provide, without limitation, that the
Securities shall be authenticated and delivered by the Trustee on original issue from time to time
upon written order of persons designated in the Officers’ Certificate or supplemental indenture and
that such persons are authorized to determine, consistent with such Officers’ Certificate or any
applicable supplemental indenture, such terms and conditions of the Securities of such series as
are specified in such Officers’ Certificate or supplemental indenture. All Securities of any one
series need not be issued at the same time and, unless otherwise so provided, a series may be
reopened for issuances of additional Securities of such series or to establish additional terms of
such series of Securities.




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




          Section 3.2.  Currency; Denominations. Unless otherwise provided in or pursuant to this Indenture
or the related Series Authorization, the principal of, any premium and interest on and any
Additional Amounts with respect to the Securities shall be payable in Dollars. Unless otherwise
provided in or pursuant to this Indenture or the related Series Authorization, Registered
Securities denominated in Dollars shall be issuable in registered form without Coupons in
denominations of $1,000 and any integral multiple thereof, and the Bearer Securities denominated in
Dollars shall be issuable in the denomination of $5,000. Securities not denominated in Dollars
shall be issuable in such denominations as are established with respect to such Securities in or
pursuant to this Indenture or the related Series Authorization.




          Section 3.3. Execution, Authentication, Delivery and Dating. Securities shall be executed on
behalf of the Company by an Authorized Officer and attested by a different Authorized Officer.
Coupons shall be executed on behalf of the Company by the Chief Financial Officer or Chief
Accounting Officer of the Company. The signature of any of these officers on the Securities or any
Coupons appertaining thereto may be manual or facsimile.




          Securities and any Coupons appertaining thereto 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 and Coupons or did not hold such offices at the date
of original issuance of such Securities or Coupons.




          At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities, together with any Coupons appertaining thereto, executed by the
Company, to the Trustee for authentication and, provided that the Board Resolution and Officers’
Certificate or supplemental indenture or indentures with respect to such Securities referred to in
Section 3.1 and a Company Order for the authentication and delivery of such Securities have been
delivered to the Trustee, the Trustee in accordance with the Company Order and subject to the
provisions hereof and of such Securities shall authenticate and deliver such Securities. In
authenticating such Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities and any Coupons appertaining thereto, the Trustee shall be provided
with, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully
protected in, and may conclusively rely upon,




          (1) an Opinion or Opinions of Counsel to the effect that:




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




          (b) all conditions precedent to the authentication and delivery of such
Securities and Coupons, if any, appertaining thereto, have been complied with and
that such Securities and Coupons, when completed by appropriate insertions, executed
under the Company’s corporate seal and attested by duly authorized officers of the
Company, delivered by duly authorized officers



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of the Company to the Trustee for
authentication pursuant to this Indenture, and authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with their
terms, except as enforcement thereof may be subject to or limited by bankruptcy,
insolvency, reorganization, moratorium, arrangement, fraudulent conveyance,
fraudulent transfer or other similar laws relating to or affecting creditors’ rights
generally, and subject to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law) and will entitle the
Holders thereof to the benefits of this Indenture; such Opinion of Counsel need
express no opinion as to the availability of equitable remedies;




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




     (d) this Indenture has been qualified under the Trust Indenture Act; and




     (2) an Officers’ Certificate stating that all conditions precedent to the execution,
authentication and delivery of such Securities and Coupons, if any, appertaining thereto,
have been complied with and that, to the best knowledge of the Persons executing such
certificate, no event which is, or after notice or lapse of time would become, an Event of
Default with respect to any of the Securities shall have occurred and be continuing.



          If all the Securities of any series are not to be issued at one time, it shall not be
necessary to deliver an Opinion of Counsel and an Officers’ Certificate at the time of issuance of
each Security, but such opinion and certificate, with appropriate modifications, shall be delivered
at or before the time of issuance of the first Security of such series. After any such first
delivery, any separate written request by an Authorized Officer of the Company or any person
designated in writing by an Authorized Officer that the Trustee authenticate and deliver Securities
of such series for original issue will be deemed to be a certification by the Company that all
conditions precedent provided for in this Indenture relating to authentication and delivery of such
Securities continue to have been complied with.




          The Trustee shall not be required to authenticate or to cause an Authenticating Agent to
authenticate any Securities, nor will it be liable for its refusal to authenticate or cause an
Authenticating Agent to authenticate any Securities, if the issue of such Securities will affect
the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken.




          Each Registered Security shall be dated the date of its authentication. Each Bearer Security
and any Bearer Security in global form shall be dated as of the date specified in or pursuant to
the related Series Authorization.




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          No Security or Coupon appertaining thereto shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for in Section 2.2 or Section 6.11
executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of
one of its authorized officers. Such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and delivered hereunder.
Except as permitted by Section 3.6 or Section 3.7, the Trustee shall not authenticate and deliver
any Bearer Security unless all Coupons appertaining thereto then matured have been detached and
cancelled.




          Section 3.4. Temporary Securities. Pending the preparation of definitive Securities, the Company
may execute and deliver to the Trustee and, upon Company Order, the Trustee shall authenticate and
deliver, in the manner provided in Section 3.3, temporary Securities in lieu thereof which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are
issued, in registered form or, if authorized in or pursuant to this Indenture or the related Series
Authorization, in bearer form with one or more Coupons or without Coupons and with such appropriate
insertions, omissions, substitutions and other variations as the officers of the Company executing
such Securities may determine, as conclusively evidenced by their execution of such Securities.
Such temporary Securities may be in global form.




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




          Section 3.5. Registration, Transfer and Exchange. With respect to the Registered Securities of
each series, if any, the Company shall cause to be kept a register (each such register being herein
sometimes referred to as the “Security Register”) at an Office or Agency for such series in
which, subject to such reasonable regulations as it may prescribe, the Company shall provide for
the registration of the




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Registered Securities of such series and of transfers of the Registered
Securities of such series. Such Office or Agency shall be the “Security Registrar” for
that series of Securities. Unless otherwise specified in or pursuant to this Indenture or the
related Series Authorization, the Trustee shall be the initial Security Registrar for each series
of Securities. The Company shall have the right to remove and replace from time to time the
Security Registrar for any series of Securities; provided that no such removal or replacement shall
be effective until a successor Security Registrar with respect to such series of Securities shall
have been appointed by the Company and shall have accepted such appointment by the Company. In the
event that the Trustee shall not be or shall cease to be Security Registrar with respect to a
series of Securities, it shall have the right to examine the Security Register for such series at
all reasonable times. There shall be only one Security Register for each series of Securities.




          Upon surrender for registration of transfer of any Registered Security of any series at any
Office or Agency for such 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 Registered
Securities of the same series denominated as authorized in or pursuant to this Indenture or the
related Series Authorization, of a like aggregate principal amount bearing a number not
contemporaneously outstanding and containing identical terms and provisions.




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




          If provided in or pursuant to this Indenture or the related Series Authorization, with respect
to Securities of any series, at the option of the Holder, Bearer Securities of such series may be
exchanged for Registered Securities of such series containing identical terms, denominated as
authorized in or pursuant to this Indenture or the related Series Authorization and in the same
aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any Office
or Agency for such series, with all unmatured Coupons and all matured Coupons in default thereto
appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured Coupon or
Coupons or matured Coupon or Coupons in default, such exchange may be effected if the Bearer
Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an
amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing
Coupon or Coupons may be waived by the Company and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Bearer Security shall
surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall
have been made, such Holder shall be entitled to receive the amount of such payment; provided,
however, that, except as otherwise provided in Section 10.2, interest represented by Coupons shall
be payable only upon presentation and surrender of those Coupons at an Office or Agency for such
series located outside the United States. Notwithstanding the foregoing, in case a Bearer Security
of any series is surrendered at any such
Office or Agency for such series in exchange for a
Registered Security of such series and like tenor after the close of business at such





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




          If provided in or pursuant to this Indenture or the related Series Authorization, at the
option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities
upon such terms and conditions as may be provided in or pursuant to this Indenture or the related
Series Authorization.




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




          Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture
or the related Series Authorization, any global Security shall be exchangeable for definitive
Securities only if (i) the Depository is at any time unwilling, unable or ineligible to continue as
depository and a successor depository is not appointed by the Company within 90 days of the date
the Company is so informed in writing, (ii) the Company executes and delivers to the Trustee a
Company Order to the effect that such global Security shall be so exchangeable, or (iii) an Event
of Default has occurred and is continuing with respect to the Securities. If the beneficial owners
of interests in a global Security are entitled to exchange such interests for definitive Securities
as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence, then
without unnecessary delay but in any event not later than the earliest date on which such interests
may be so exchanged, the Company shall deliver to the Trustee definitive Securities in such form
and denominations as are required by or pursuant to this Indenture or the related Series
Authorization, and of the same series, containing identical terms and in aggregate principal amount
equal to the principal amount of such global Security, executed by the Company. On or after the
earliest date on which such interests may be so exchanged, such global Security shall be
surrendered from time to time by the U.S. Depository or such other Depository as shall be specified
in the Company Order with respect thereto, and in accordance with instructions given to the Trustee
and the U.S. Depository or such other Depository, as the case may be (which instructions shall be
in writing but need not be contained in or accompanied by an Officers’ Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company
Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be
exchanged, in whole or in part, for definitive Securities as described above without charge. The
Trustee shall authenticate and make available for delivery, in exchange for each portion of such
surrendered global Security, a like aggregate principal amount of definitive Securities of the same
series of authorized denominations and of like tenor as the portion of such global Security to be
exchanged, which (unless such Securities are not issuable both as Bearer Securities and as






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Registered Securities, in which case the definitive Securities exchanged for the global Security
shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant
to this Indenture or the related Series Authorization) shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by the beneficial owner
thereof, but subject to the satisfaction of any certification or other requirements to the issuance
of Bearer Securities; provided, however, that no such exchanges may occur during a period beginning
at the opening of business 15 days before any selection of Securities of the same series to be
redeemed and ending on the relevant Redemption Date; and provided, further, that (unless otherwise
provided in or pursuant to this Indenture or the related Series Authorization) no Bearer Security
delivered in exchange for a portion of a global Security shall be mailed or otherwise delivered to
any location in the United States. Promptly following any such exchange in part, such global
Security shall be returned by the Trustee to such Depository or the U.S. Depository, as the case
may be, or such other Depository or U.S. Depository referred to above in accordance with the
instructions of the Company referred to above. If a Registered Security is issued in exchange for
any portion of a global Security after the close of business at the Office or Agency for such
Security where such exchange occurs on or after (i) any Regular Record Date for such Security and
before the opening of business at such Office or Agency on the next succeeding Interest Payment
Date, or (ii) any Special Record Date for such Security and before the opening of business at such
Office or Agency on the related proposed date for payment of interest or Defaulted Interest, as the
case may be, interest shall not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of such Registered Security, but shall be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such global Security shall be payable in accordance with the
provisions of this Indenture.




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




          Every Registered Security presented or surrendered for registration of transfer or for
exchange or redemption shall (if so required by the Company or the Security Registrar for such
Security) be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar for such Security 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, or redemption of
Securities, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge and any other expenses (including fees and expenses of the
Trustee) that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.4, Section 9.5 or Section 11.7 not involving
any transfer.




          Except as otherwise provided in or pursuant to this Indenture or the related Series
Authorization, the Company shall not be required (i) to issue, register the transfer of or exchange
any Securities during a period beginning at the opening of business 15 days before the day of




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mailing of a notice of redemption of Securities of like tenor and the same series under Section
11.4 and ending at the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Registered Security selected for redemption in whole or in part, except
in the case of any Security to be redeemed in part, the portion thereof not to be redeemed, or
(iii) to exchange any Bearer Security selected for redemption except, to the extent provided with
respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered
Security of like tenor and the same series, provided that such Registered Security shall be
immediately surrendered for redemption with written instruction for payment consistent with the
provisions of this Indenture or (iv) to issue, register the transfer of or exchange any Security
which, in accordance with its terms, has been surrendered for repayment at the option of the
Holder, except the portion, if any, of such Security not to be so repaid.




          Each Holder of a Security agrees to indemnify the Company and the Trustee against any
liability that may result from the transfer, exchange or assignment of such Holder’s Security in
violation of any provision of this Indenture and/or applicable United States Federal or state
securities law.




          The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance
with any restrictions on transfer imposed under this Indenture or under applicable law with respect
to any transfer of any interest in any Security (including any transfers between or among
beneficial owners of interests in any Global Security) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by, and to do so if and
when expressly required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.




          Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security or a
Security with a mutilated Coupon appertaining to it is surrendered to the Trustee, subject to the
provisions of this Section 3.6, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series containing identical terms and of
like principal amount and bearing a number not contemporaneously outstanding, with Coupons
appertaining thereto corresponding to the Coupons, if any, appertaining to the surrendered
Security.




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




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          Notwithstanding the foregoing provisions of this Section 3.6, in case any mutilated,
destroyed, lost or stolen Security or Coupon has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Security, pay such Security or Coupon;
provided, however, that payment of principal of, any premium or interest on or any Additional
Amounts with respect to any Bearer Securities shall, except as otherwise provided in Section 10.2,
be payable only at an Office or Agency for such Securities located outside the United States and,
unless otherwise provided in or pursuant to this Indenture or the related Series Authorization, any
interest on Bearer Securities and any Additional Amounts with respect to such interest shall be
payable only upon presentation and surrender of the Coupons appertaining thereto.




          Upon the issuance of any new Security under this Section 3.6, 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 and the
fees and expenses of the Trustee’s counsel) connected therewith.




          Every new Security, with any Coupons appertaining thereto issued pursuant to this Section 3.6
in lieu of any destroyed, lost or stolen Security, or in exchange for a Security to which a
destroyed, lost or stolen Coupon appertains shall constitute a separate obligation of the Company,
whether or not the destroyed, lost or stolen Security and Coupons appertaining thereto or the
destroyed, lost or stolen Coupon shall be at any time enforceable by anyone, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and all other Securities
of such series and any Coupons, if any, duly issued hereunder.




          The provisions of this Section 3.6, as amended or supplemented pursuant to this Indenture with
respect to particular Securities or generally, shall be exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or Coupons.




          Section 3.7. Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain
Additional Amounts Preserved. Unless otherwise provided in or pursuant to this Indenture or
the related Series Authorization, any interest on and any Additional Amounts with respect to any
Registered Security which shall be payable, and are punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name such Security (or one or more
Predecessor Securities) is registered as of the close of business on the Regular Record Date for
such interest.




          Unless otherwise provided in or pursuant to this Indenture or the related Series
Authorization, any interest on and any Additional Amounts with respect to any Registered Security which shall be payable, but shall not be punctually paid or duly provided for, on any
Interest Payment Date for such Registered Security (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the Holder thereof 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 Person in
whose name such Registered Security (or a Predecessor Security thereof) shall



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be registered
at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed by the Company in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on
such Registered Security, the Special Record Date therefor and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date
of the proposed payment, such money when so deposited to be held in trust in a segregated
trust account pursuant to express written instructions of the Company for the benefit of the
Person entitled to such Defaulted Interest as in this Clause provided. The Special Record
Date for the payment of such Defaulted Interest 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
notification to the Trustee of the proposed payment. The Trustee shall, in the name and at
the expense of the Company, cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage prepaid, to the
Holder of such Registered Security (or a Predecessor Security thereof) at his address as it
appears in the Security Register not less than 10 days prior to such Special Record Date.
The Trustee shall, in the name and at the expense of the Company cause a similar notice to
be published at least once in an Authorized Newspaper of general circulation in the Borough
of Manhattan, The City of New York, but such publication shall not be a condition precedent
to the establishment of such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid,
such Defaulted Interest shall be paid to the Person in whose name such Registered Security
(or a Predecessor Security thereof) shall be 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 in any other lawful manner
not inconsistent with the requirements of any securities exchange on which such Security may
be listed, and upon such notice as may be required by such exchange, if, after written
notice given by the Company to the Trustee of the proposed payment pursuant to this clause,
such payment shall be deemed practicable by the Trustee.



          Unless otherwise provided in or pursuant to this Indenture or the related Series Authorization
of any particular series pursuant to the provisions of this Indenture, at the option of the
Company, interest on Registered Securities that bear interest may be paid by mailing a check to the
address of the Person entitled thereto as such address shall appear in the Security Register
or by wire transfer to an account maintained by the payee with a bank located in the United
States.




          Subject to the foregoing provisions of this Section and Section 3.5, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Security.





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          Unless otherwise provided in or pursuant to this Indenture or the related Series Authorization
of any particular series pursuant to the provisions of this Indenture, in the case of any
Registered Security of any series that is convertible into shares of Common Stock of the Company or
exchangeable for other securities, which Registered Security is converted or exchanged after any
Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any
Registered Security with respect to which the Stated Maturity is prior to such Interest Payment
Date), interest with respect to which the Stated Maturity is on such Interest Payment Date shall be
payable on such Interest Payment Date notwithstanding such conversion or exchange, and such
interest (whether or not punctually paid or duly provided for) shall be paid to the Person in whose
name that Registered Security (or one or more predecessor Registered Securities) is registered at
the close of business on such Regular Record Date. Except as otherwise expressly provided in the
immediately preceding sentence, in the case of any Registered Security which is converted or
exchanged, interest with respect to which the Stated Maturity is after the date of conversion or
exchange of such Registered Security shall not be payable.




          Section 3.8. Persons Deemed Owners. Prior to due presentment of a Registered Security for
registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name such Registered Security is registered in the Security Register as
the owner of such Registered Security for the purpose of receiving payment of principal of, any
premium and (subject to Section 3.5 and Section 3.7) interest on and any Additional Amounts with
respect to such Registered Security and for all other purposes whatsoever, whether or not any
payment with respect to such Registered Security shall 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.




          The Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of
any Bearer Security or the bearer of any Coupon as the absolute owner of such Security or Coupon
for the purpose of receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not any payment with respect to such Security or Coupon shall 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.




          No Holder of any beneficial interest in any global Security held on its behalf by a Depository
shall have any rights under this Indenture with respect to such global Security, and such
Depository may be treated by the Company, the Trustee, and any agent of the Company or the Trustee
as the owner of such global Security for all purposes whatsoever. None of the Company, the
Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial ownership interests of a global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.




          Section 3.9. Cancellation. All Securities and Coupons surrendered for payment, redemption,
registration of transfer, exchange or conversion or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any
such Securities and Coupons, as well as Securities and Coupons surrendered directly to the Trustee
for any such purpose, shall be cancelled promptly by the Trustee. The




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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 cancelled promptly by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section, except as expressly
permitted by or pursuant to this Indenture or the related Series Authorization. All cancelled
Securities and Coupons held by the Trustee shall be disposed of by the Trustee, unless by a Company
Order the Company directs their return to it.




          Section 3.10. Computation of Interest. Except as otherwise provided in or pursuant to this
Indenture or the related Series Authorization, interest on the Securities shall be computed on the
basis of a 360-day year of twelve 30-day months.




          Section 3.11. CUSIP Numbers. The Company in issuing the Securities may use “CUSIP,” “CINS” and
“ISIN” numbers (if then generally in use), and the Trustee shall use CUSIP, CINS or ISIN numbers,
as the case may be, in notices of redemption or exchange as a convenience to Holders and no
representation shall be made as to the correctness of such numbers either as printed on the
Securities or as contained in any notice of redemption or exchange.




Article 4




SATISFACTION AND DISCHARGE OF INDENTURE




          Section 4.1. Satisfaction and Discharge. Upon the direction of the Company by a Company Order,
this Indenture shall cease to be of further effect with respect to any series of Securities
specified in such Company Order and any Coupons appertaining thereto, and the Trustee, on receipt
of a Company Order, at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series, when




          (1) either





     (a) all Securities of such series theretofore authenticated and delivered and
all Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer
Securities of such series surrendered in exchange for Registered Securities of such
series and maturing after such exchange whose surrender is not required or has been
waived as provided in Section 3.5, (ii) Securities and Coupons of such series which
have been destroyed, lost or stolen and which have been replaced or paid as provided
in Section 3.6, (iii) Coupons appertaining to Securities of such series called for
redemption and maturing after the relevant Redemption Date whose surrender has been
waived as provided in Section 11.7, and (iv) Securities and Coupons of such series
for whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 10.3) have been delivered to the Trustee for
cancellation; or




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



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     (i) have become due and payable,




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




     (iii) if redeemable at the option of the Company or pursuant to the
operation of a sinking fund, 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 such purpose, (1) money in the
Currency in which such Securities are payable, (2) Government Obligations or (3) a
combination thereof applicable to such Securities in an amount sufficient to pay and
discharge the entire indebtedness on such Securities and any Coupons appertaining thereto
not theretofore delivered to the Trustee for cancellation, including the principal of, any
premium and interest on, and any Additional Amounts with respect to such Securities and any
Coupons appertaining thereto (based upon applicable law as in effect on the date of such
deposit), to the date of such deposit (in the case of Securities which have become due and
payable) or to the Maturity thereof, as the case may be;




     (2) the Company has paid or caused to be paid all other sums payable hereunder by the
Company with respect to the Outstanding Securities of such series and any Coupons
appertaining thereto; and




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



          In the event there are Securities of two or more series hereunder, the Trustee shall be
required to execute an instrument acknowledging satisfaction and discharge of this Indenture only
if requested to do so with respect to Securities of such series as to which it is Trustee and if
the other conditions thereto are met.




          Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Company to the Trustee under Section 6.6 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the
obligations of the Company and the Trustee with respect to the Securities of such series under
Section 3.5, Section 3.6, Section 4.3, Section 10.2 and Section 10.3, with respect to the payment
of Additional Amounts, if any, with respect to such Securities as contemplated by Section 10.4 (but
only to the extent that the Additional Amounts payable with respect to such Securities exceed the
amount deposited in respect of such Additional Amounts pursuant to Section 4.1(1)(b)), and with
respect to any rights to convert or exchange such Securities into Common Stock of the Company or
other securities shall survive such satisfaction and discharge.




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          Section 4.2. Defeasance and Covenant Defeasance.




          (1) Unless pursuant to Section 3.1, either or both of (i) defeasance of the Securities of or
within a series under clause (2) of this Section 4.2 shall not be applicable with respect to the
Securities of such series or (ii) covenant defeasance of the Securities of or within a series under
clause (3) of this Section 4.2 shall not be applicable with respect to the Securities of such
series, then such provisions, together with the other provisions of this Section 4.2 (with such
modifications thereto as may be specified pursuant to Section 3.1 with respect to any Securities),
shall be applicable to such Securities and any Coupons appertaining thereto, and the Company may at
its option by Board Resolution, at any time, with respect to such Securities and any Coupons
appertaining thereto, elect to have Section 4.2(2) or Section 4.2(3) be applied to such Outstanding
Securities and any Coupons appertaining thereto upon compliance with the conditions set forth below
in this Section 4.2.




          (2) Upon the Company’s exercise of the above option applicable to this Section 4.2(2) with
respect to any Securities of or within a series, the Company shall be deemed to have been
discharged from its obligations with respect to such Outstanding Securities and any Coupons
appertaining thereto on the date the conditions set forth in clause (4) of this Section 4.2 are
satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire Indebtedness represented by such
Outstanding Securities and any Coupons appertaining thereto, which shall thereafter be deemed to be
“Outstanding” only for the purposes of clause (5) of this Section 4.2 and the other
Sections of this Indenture referred to in clauses (i) and (ii) below, and to have satisfied all of
its other obligations under such Securities and any Coupons appertaining thereto and this Indenture
insofar
as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged hereunder: (i) the rights
of Holders of such Outstanding Securities and any Coupons appertaining thereto to receive, solely
from the trust fund described in clause (4) of this Section 4.2 and as more fully set forth in such
clause, payments in respect of the principal of (and premium, if any) and interest, if any, on, and
Additional Amounts, if any, with respect to, such Securities and any Coupons appertaining thereto
when such payments are due, and any rights of such Holder to convert such Securities into Common
Stock of the Company or exchange such Securities for other securities, (ii) the obligations of the
Company and the Trustee with respect to such Securities under Section 3.5, Section 3.6,
Section 10.2 and Section 10.3 and with respect to the payment of Additional Amounts, if any, on
such Securities as contemplated by Section 10.4 (but only to the extent that the Additional Amounts
payable with respect to such Securities exceed the amount deposited in respect of such Additional
Amounts pursuant to Section 4.2(4)(a) below), and with respect to any rights to convert such
Securities into Common Stock of the Company or exchange such Securities for other securities, (iii)
the rights, powers, trusts, duties and immunities of the Trustee hereunder including, without
limitation, the compensation, reimbursement and indemnities provided in Section 6.6 herein and (iv)
this Section 4.2. The Company may exercise its option under this Section 4.2(2) notwithstanding
the prior exercise of its option under clause (3) of this Section 4.2 with respect to such
Securities and any Coupons appertaining thereto.




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          (3) Upon the Company’s exercise of the option to have this Section 4.2(3) apply with respect
to any Securities of or within a series, the Company shall be released from its obligations under
Section 10.6 and Section 10.7, and, to the extent specified pursuant to Section 3.1(19), any other
covenant applicable to such Securities, including any obligation to redeem or repurchase such
securities at the option of the Holder thereof, with respect to such Outstanding Securities and any
Coupons appertaining thereto on and after the date the conditions set forth in clause (4) of this
Section 4.2 are satisfied (hereinafter, “covenant defeasance”), and such Securities and any
Coupons appertaining thereto shall thereafter be deemed to be not “Outstanding” for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences
of any thereof) in connection with any such covenant or obligation, but shall continue to be deemed
“Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance
means that, with respect to such Outstanding Securities and any Coupons appertaining thereto, the
Company may omit to comply with, and shall have no liability in respect of, any term, condition or
limitation set forth in any such Section or such other covenant or obligation, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant
or obligation or by reason of reference in any such Section or such other covenant or obligation to
any other provision herein or in any other document and such omission to comply shall not
constitute a default or an Event of Default under Section 5.1 but, except as specified above, the
remainder of this Indenture and such Securities and Coupons appertaining thereto shall be
unaffected thereby.




          (4) The following shall be the conditions to application of clause (2) or (3) of this Section
4.2 to any Outstanding Securities of or within a series and any Coupons appertaining thereto:





     (a) The Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 6.7 who shall agree to
comply with the provisions of this Section 4.2 applicable to it) as trust funds in trust for
the purpose of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities and any Coupons
appertaining thereto, (1) an amount in Dollars or in such Foreign Currency in which such
Securities and any Coupons appertaining thereto are then specified as payable at Stated
Maturity, or (2) Government Obligations applicable to such Securities and Coupons
appertaining thereto (determined on the basis of the Currency in which such Securities and
Coupons appertaining thereto are then specified as payable at Stated Maturity) which through
the scheduled payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment with respect
to such Securities and any Coupons appertaining thereto, money in an amount, or (3) a
combination thereof, in any case, in an amount, sufficient, without consideration of any
reinvestment of such principal and interest, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof delivered to
the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other
qualifying trustee) to pay and discharge, (y) the principal of (and premium, if any) and
interest, if any, on, and any Additional Amounts with respect to such Securities and Coupons
appertaining thereto (based upon applicable law as in effect on the date of such deposit),
such Outstanding Securities and any Coupons appertaining



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thereto at the Stated Maturity or
Redemption Date of such principal or installment of principal or premium or interest and (z)
any mandatory sinking fund payments or analogous payments applicable to such Outstanding
Securities and any Coupons appertaining thereto on the days on which such payments are due
and payable in accordance with the terms of this Indenture and of such Securities and any
Coupons appertaining thereto and, if applicable, shall have made irrevocable arrangements
satisfactory to the Trustee for the redemption of any Securities to be redeemed at the
option of the Company in connection with such deposit.




     (b) No Event of Default or event which with notice or lapse of time or both would
become an Event of Default with respect to such Securities and any Coupons appertaining
thereto shall have occurred and be continuing on the date of such deposit (after giving
effect thereto) and, with respect to defeasance only, no event described in Section 5.1(6)
or (7) shall have occurred at any time during the period ending on the 91st day after the
date of such deposit (it being understood that this condition shall not be deemed satisfied
until the expiration of such period).




     (c) Such defeasance or covenant defeasance shall not result in a breach or violation
of, or constitute a default under, any material agreement or instrument (other than this
Indenture) to which the Company is a party or by which it is bound.




     (d) In the case of an election under clause (2) of this Section 4.2 with respect to
Registered Securities and any Bearer Securities for which the Place of Payment is within the
United States, the Company shall have delivered to the Trustee an Opinion of Counsel stating
that (i) the Company has received from the Internal Revenue Service a
letter ruling, or there has been published by the Internal Revenue Service a Revenue
Ruling, or (ii) since the date of execution of this Indenture, there has been a change in
the applicable Federal income tax law, in either case to the effect that, and based thereon
such opinion shall confirm that, the Holders of such Outstanding Securities and any Coupons
appertaining thereto will not recognize income, gain or loss for Federal income tax purposes
as a result of such defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such
defeasance had not occurred.




     (e) In the case of an election under clause (3) of this Section 4.2 with respect to
Registered Securities and any Bearer Securities for which the Place of Payment is within the
United States, the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Holders of such Outstanding Securities and any Coupons appertaining thereto
will not recognize income, gain or loss for Federal income tax purposes as a result of such
covenant defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such covenant defeasance
had not occurred.




     (f) With respect to defeasance only, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that, after the 91st day after the date of deposit, all
money and Government Obligations (or other property as may be provided pursuant to Section
3.1) (including the proceeds thereof) deposited or caused to be deposited



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with the Trustee
(or other qualifying trustee) pursuant to this clause (4) to be held in trust will not be
subject to recapture or avoidance as a preference in any case or proceeding (whether
voluntary or involuntary) in respect of the Company under any Federal or State bankruptcy,
insolvency, reorganization or other similar law, or any decree or order for relief in
respect of the Company issued in connection therewith (for which purpose such Opinion of
Counsel may assume that no Holder is an “insider”).




     (g) With respect to defeasance only, the Company shall have delivered to the Trustee an
Officers’ Certificate as to solvency and the absence of any intent of preferring the Holders
over any other creditors of the Company.




     (h) The Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance or covenant
defeasance under clause (2) or (3) of this Section 4.2 (as the case may be) have been
complied with.




     (i) Notwithstanding any other provisions of this Section 4.2(4), such defeasance or
covenant defeasance shall be effected in compliance with any additional or substitute terms,
conditions or limitations which may be imposed on the Company in connection therewith
pursuant to Section 3.1.



          (5) Unless otherwise specified in or pursuant to this Indenture or any Series Authorization,
if, after a deposit referred to in Section 4.2(4)(a) has been made, (a) the Holder of a Security in
respect of which such deposit was made is entitled to, and does, elect pursuant to Section 3.1 or
the terms of such Security to receive payment in a Currency other than that in
which the deposit pursuant to Section 4.2(4)(a) has been made in respect of such Security, or
(b) a Conversion Event occurs in respect of the Foreign Currency in which the deposit pursuant to
Section 4.2(4)(a) has been made, the indebtedness represented by such Security and any Coupons
appertaining thereto shall be deemed to have been, and will be, fully discharged and satisfied
through the payment of the principal of (and premium, if any), and interest, if any, on, and
Additional Amounts, if any, with respect to, such Security as the same becomes due out of the
proceeds yielded by converting (from time to time as specified below in the case of any such
election) the amount or other property deposited in respect of such Security into the Currency in
which such Security becomes payable as a result of such election or Conversion Event based on
(x) in the case of payments made pursuant to clause (a) above, the applicable market exchange rate
for such Currency in effect on the second Business Day prior to each payment date, or (y) with
respect to a Conversion Event, the applicable market exchange rate for such Foreign Currency in
effect (as nearly as feasible) at the time of the Conversion Event.




          The Company shall pay and indemnify the Trustee (or other qualifying trustee, collectively for
purposes of this Section 4.2(5) and Section 4.3, the “Trustee”) against any tax, fee or
other charge, imposed on or assessed against the Government Obligations deposited pursuant to this
Section 4.2 or the principal or interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of such Outstanding Securities and
any Coupons appertaining thereto.




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          Anything in this Section 4.2 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon Company Request any money or Government Obligations (or other
property and any proceeds therefrom) held by it as provided in clause (4) of this Section 4.2
which, in the opinion of a nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, are in excess of the amount thereof
which would then be required to be deposited to effect a defeasance or covenant defeasance, as
applicable, in accordance with this Section 4.2.




          Section 4.3. Application of Trust Money. Subject to the provisions of the last paragraph of
Section 10.3, all money and Government Obligations (or other property as may be provided pursuant
to Section 3.1) (including the proceeds thereof) deposited with the Trustee pursuant to Section 4.1
or Section 4.2 in respect of any Outstanding Securities of any series and any Coupons appertaining
thereto shall be held in trust and applied by the Trustee, in accordance with the provisions of
such Securities and any Coupons appertaining thereto 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 Holders of such Securities and any Coupons appertaining thereto of
all sums due and to become due thereon in respect of principal (and premium, if any) and interest
and Additional Amounts, if any; but such money and Government Obligations need not be segregated
from other funds except to the extent required by law.




Article 5




REMEDIES




          Section 5.1. Events of Default. “Event of Default,” wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless such event is specifically deleted or modified in or
pursuant to the related Series Authorization:





     (1) default in the payment of any interest on any Security of such series, or any
Additional Amounts payable with respect thereto, when such interest becomes or such
Additional Amounts become due and payable, and continuance of such default for a period of
60 days and the time for payment of such interest or Additional Amounts has not been
extended; provided, however that if the Company is permitted by the terms of the Securities
of the applicable series to defer the payment in question, the date on which such payment is
due and payable shall be the date on which the Company is required to make payment following
such deferral, if such deferral has been elected pursuant to the terms of the Securities of
that series; or




     (2) default in the payment of the principal of or any premium on any Security of such
series, or any Additional Amounts payable with respect thereto, when such principal or
premium becomes or such Additional Amounts become due and payable at their Maturity and the
time for payment of such principal (or premium), or any Additional Amounts payable with
respect thereto, has not been extended; provided, however, that if



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the Company is permitted
by the terms of the Securities of the applicable series to defer the payment in question,
the date on which such payment is due and payable shall be the date on which the Company is
required to make payment following such deferral, if such deferral has been elected pursuant
to the terms of the Securities of that series; or




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




     (4) default in the performance of the provisions of Section 7.4(l) and continuance of
such default for a period of 180 days after there has been given, by registered or certified
mail, (i) to the Company by the Trustee or (ii) 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 and requiring it to be remedied and stating that such
notice is a “Notice of Default” hereunder; or




     (5) default in the performance, or breach, of any other covenant or warranty of the
Company in this Indenture or the Securities (other than a covenant or warranty a default in
the performance or the breach of which is elsewhere in this Section specifically dealt with
or which has been expressly included in this Indenture solely for the benefit of
a series of Securities other than such series), and continuance of such default or
breach for a period of 90 days after there has been given, by registered or certified mail,
(i) to the Company by the Trustee or (ii) 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




     (6) the entry by a court having competent jurisdiction of:




     (a) a decree or order for relief in respect of the Company in an involuntary
proceeding under any applicable bankruptcy, insolvency, reorganization (other than a
reorganization under a foreign law that does not relate to insolvency) or other
similar law and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or




     (b) a decree or order adjudging the Company to be insolvent, or approving a
petition seeking reorganization (other than a reorganization under a foreign law
that does not relate to insolvency), arrangement, adjustment or composition of the
Company and such decree or order shall remain unstayed and in effect for a period of
60 consecutive days; or




     (c) a final and non-appealable order appointing a custodian, receiver,
liquidator, assignee, trustee or other similar official of the Company or of any
substantial part of the property of the Company, or ordering the winding up or
liquidation of the affairs of the Company; or




     (7) the commencement by the Company of a voluntary proceeding under any applicable
bankruptcy, insolvency, reorganization (other than a reorganization under a



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foreign law that
does not relate to insolvency) or other similar law or of a voluntary proceeding seeking to
be adjudicated insolvent or the consent by the Company to the entry of a decree or order for
relief in an involuntary proceeding under any applicable bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any insolvency proceedings
against it, or the filing by the Company of a petition or answer or consent seeking
reorganization, arrangement, adjustment or composition of the Company or relief under any
applicable law, or the consent by the Company to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee
or similar official of the Company or any substantial part of the property of the Company or
the making by the Company of an assignment for the benefit of creditors, or the taking of
corporate action by the Company in furtherance of any such action; or




     (8) any other Event of Default provided in or pursuant to this Indenture or the related
Series Authorization with respect to Securities of such series.



          Section 5.2. Acceleration of Maturity; Rescission and Annulment
        . If an Event of Default with respect to Securities of any series at the time Outstanding
(other than an Event of Default specified in clause (6) or (7) of Section 5.1) occurs and is
continuing, then the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of such series may declare the principal of all the Securities of such
series, to be due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the Holders), and upon any such declaration such principal, together with
accrued interest thereon, shall become immediately due and payable.




          If an Event of Default specified in clause (6) or (7) of Section 5.1 occurs, all unpaid
principal of and accrued interest on the Outstanding Securities of that series shall ipso facto
become and be immediately due and payable without any declaration or other act on the part of the
Trustee or any Holder of any Security of that series.




          At any time after a declaration of acceleration with respect to the Securities of any series
has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of not less than a majority in
principal amount of the Outstanding Securities of such 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 of money sufficient to pay




     (a) all overdue installments of any interest on and Additional Amounts with
respect to all Securities of such series and any Coupon appertaining thereto,




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




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




     (d) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel and all other amounts due the Trustee under Section 6.6; and




     (2) all Events of Default with respect to Securities of such series, other than the
non-payment of the principal of, any premium and interest on, and any Additional Amounts
with respect to Securities of such series which shall have become due solely by such
declaration of acceleration, shall have been cured or waived as provided in Section 5.13.



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




          Section 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee.




          The Company covenants that if





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




     (2) default is made in the payment of the principal of or any premium on any Security
or any Additional Amounts with respect thereto at their Maturity,


the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit
of the Holders of such Securities and any Coupons appertaining thereto, the whole amount of
money then due and payable with respect to such Securities and any Coupons appertaining
thereto, with interest upon the overdue principal, any premium and, to the extent that
payment of such interest shall be legally enforceable, upon any overdue installments of
interest and Additional Amounts at the rate or rates borne by or provided for in such
Securities, and, in addition thereto, such further amount of money as shall be sufficient to
cover the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and all other amounts due
to the Trustee under Section 6.6.




          If the Company fails to pay the money it is required to pay the Trustee pursuant to the
preceding paragraph forthwith upon the demand of the Trustee, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the collection of the money so
due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the
same against the Company or any other obligor upon such Securities and any Coupons appertaining
thereto and collect the monies 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 and any Coupons appertaining thereto, wherever situated.




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




          Section 5.4. 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 of any series or the property of the Company or
such other obligor or their creditors, the Trustee (irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company for the payment of
any overdue principal, premium, interest or Additional Amounts) shall be entitled and empowered, to
the extent permitted by applicable law by intervention in such proceeding or otherwise,





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




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


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder of Securities or any Coupons to
make such payments to the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Holders of Securities or any Coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and any other amounts due the Trustee under Section 6.6.




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




          Section 5.5. Trustee May Enforce Claims Without Possession of Securities or Coupons.
All rights of action and claims under this Indenture or any of the Securities or Coupons may
be prosecuted and enforced by the Trustee without the possession of any of the Securities or
Coupons or the production thereof in any proceeding relating thereto,
and any such proceeding




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instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any
recovery or judgment, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, shall be for the ratable benefit
of each and every Holder of the Securities or Coupons in respect of which such judgment has been
recovered.




          Section 5.6. Application of Money Collected.
Any money collected by the Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal, or any premium, interest or Additional Amounts, upon presentation of the
Securities or Coupons, or both, as the case may be, and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:





     First: To the payment of all amounts due the Trustee and any predecessor Trustee under
Section 6.6;




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




     Third: The balance, if any, to the Company.



          Section 5.7. Limitations on Suits.
No Holder of any Security of any series or any Coupons appertaining thereto shall have any
right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder, unless:





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




     (2) the Holders of not less than 25% in principal amount of the Outstanding Securities
of such 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 such indemnity as is reasonably
satisfactory to it against the costs, expenses and liabilities to be incurred in compliance
with such request;




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




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



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




          Section 5.8. Unconditional Right of Holders To Receive Principal and any Premium, Interest
and Additional Amounts.
Notwithstanding any other provision in this Indenture, the Holder of any Security or Coupon
shall have the right, which is absolute and unconditional, to receive payment of the principal of,
any premium and (subject to Section 3.5 and Section 3.7) interest on, and any Additional Amounts
with respect to such Security or payment of such Coupon, as the case may be, on the respective
Stated Maturity or Maturities therefor specified in such Security or Coupon (or, in the case of
redemption, on the Redemption Date or, in the case of repayment at the option of such Holder if
provided with respect to such Security, on the date such repayment is due) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired without the consent
of such Holder.




          Section 5.9. Restoration of Rights and Remedies.
If the Trustee or any Holder of a Security or a Coupon has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case the Company, the Trustee and each such Holder shall, subject to any
determination in such proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and each such Holder shall
continue as though no such proceeding had been instituted.




          Section 5.10. Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or Coupons in the last paragraph of Section 3.6, no right or
remedy herein conferred upon or reserved to the Trustee or to each and every Holder of a Security
or a Coupon is intended to be exclusive of any other right or remedy, and every right and remedy,
to the extent permitted by law, shall be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not,
to the extent permitted by law, prevent the concurrent assertion or employment of any other
appropriate right or remedy.




      
    Section 5.11. Delay or Omission Not Waiver.
No delay or omission of the Trustee or of any Holder of any Security or Coupon to exercise any
right or remedy accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article or by law to the Trustee or to any Holder of a Security or a Coupon
may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by
such Holder, as the case may be.




      
    Section 5.12. Control by Holders of Securities.
The Holders of a majority in principal amount of the Outstanding Securities of any series
shall have the right to direct the




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time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Securities of such series and any Coupons appertaining thereto, provided
that





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




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




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



          Section 5.13. Waiver of Past Defaults.
The Holders of not less than a majority in principal amount of the Outstanding Securities of
any series on behalf of the Holders of all the Securities of such series and any Coupons
appertaining thereto may waive any past default hereunder with respect to such series and its
consequences, except a default





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




     (2) in respect of a covenant or provision hereof which under Article 9 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 5.14. Waiver of Usury, Stay or Extension Laws.
The Company covenants that (to the extent that it may lawfully do so) it will not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any
usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company expressly waives (to the
extent that it may lawfully do so) 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.




          Section 5.15. 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 or omitted by it as Trustee, the filing by any party litigant in such suit of any
undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in
such suit having due regard to the merits and good




-47-









 







faith of the claims or defenses made by such
party litigant; but the provisions of this Section 5.15 shall not apply 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 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, if any, on or Additional Amounts, if any, with respect to any Security on or
after the respective Stated Maturities expressed in such Security (or, in the case of redemption,
on or after the Redemption Date, and, in the case of repayment or repurchase, on or after the date
for repayment or repurchase) or for the enforcement of the right, if any, to convert or exchange
any Security into Common Stock or other securities in accordance with its terms.




ARTICLE 6




THE TRUSTEE




          Section 6.1. Certain Rights of Trustee.
Subject to Sections 315(a) through 315(d) of the Trust Indenture Act:





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




     (2) any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or a Company Order (in each case, other
than delivery of any Security, together with any Coupons appertaining thereto, to the
Trustee for authentication and delivery pursuant to Section 3.3 which shall be sufficiently
evidenced as provided therein) and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;




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




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




     (5) the Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by or pursuant to this Indenture or the related Series Authorization at the
request or direction of any of the Holders of Securities of any series or any Coupons
appertaining thereto pursuant to this Indenture, unless such Holders shall have offered to
the Trustee such security or indemnity as is reasonably satisfactory to it against the
costs,



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     expenses and liabilities which might be incurred by it in compliance with such
request or direction;



     (6) the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, coupon or other paper or document, but
the Trustee, in its discretion, may but shall not be obligated to 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,
during business hours and upon reasonable notice, the books, records and premises of the
Company, personally or by agent or attorney at the expense of the Company and shall incur no
liability of any kind by reason of such inquiry or investigation;



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



     (8) the Trustee shall not be liable for any action taken or error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall
be proved that the Trustee was negligent, acted in bad faith or engaged in willful
misconduct;



     (9) the Authenticating Agent, Paying Agent, and Security Registrar shall have the same
protections as the Trustee set forth hereunder;



     (10) the Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with an Act of the Holders hereunder,
and, to the extent not so provided herein, with respect to any act requiring the Trustee to
exercise its own discretion, 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 or any Securities, unless it shall be
proved that, in connection with any such action taken, suffered or omitted or any such act,
the Trustee was negligent, acted in bad faith or engaged in willful misconduct;



     (11) the Trustee is not responsible to see that the Company or any other Person is
maintaining any insurance required by the Indenture;



     (12) the Trustee shall not be responsible for the recording, rerecording, filing of UCC
Statements or UCC Continuation Statements;



     (13) 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 any
certificates or opinions furnished to the Trustee which conform to the requirements of the
Indenture;



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     (14) except during the continuance of an Event of Default, the Trustee undertakes to
perform such duties and only such duties as are specifically set forth in this Indenture and
no implied covenants or obligations shall be read into this Indenture against the Trustee;



     (15) except as expressly required by the terms of this Indenture, none of the
provisions of this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any liability, financial or otherwise, 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 indemnity satisfactory to
it against such risk or liability is not assured to it;



     (16) in case an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent person would exercise or use under
the circumstances in the conduct of his own affairs;



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



     (18) in no event shall the Trustee be responsible or liable for any special, indirect,
or consequential loss or damage of any kind whatsoever (including, but not limited to, loss
of profit) irrespective of whether the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action; and



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



          Section 6.2. 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 entitled
to receive reports pursuant to Section 7.3(3), notice of such default hereunder actually known to a
Responsible Officer of the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the
principal of (or premium, if any), or interest, if any, on, or Additional Amounts or any sinking
fund or purchase fund installment with respect to, any Security of such series, the Trustee shall
be protected in withholding such notice if and so long as a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determine that the withholding of such notice is
in the best interest of the Holders of Securities and Coupons of such series; and provided ,
further , that in the case of any default of the character specified in Section 5.1(4) or
5.1(5) with respect to Securities of such series, no such notice to Holders shall be given until at
least 60 days after the occurrence thereof. For the purpose of this Section, the




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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 6.3. Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the Trustee’s certificate of
authentication, and in any Coupons shall be taken as the statements of the Company and neither the
Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or of the Securities
or the Coupons, except that the Trustee represents that it is duly authorized to execute and
deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that
the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are
true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the Company of the
Securities or the proceeds thereof.




          Section 6.4. May Hold Securities.
The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
Person that may be an agent of the Trustee or the Company, in its individual or any other capacity,
may become the owner or pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of
the Trust Indenture Act, may otherwise deal with the Company with the same rights it would have if
it were not the Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other
Person.




        
  Section 6.5. Money Held in Trust.
Except as provided in Section 4.3 and Section 10.3, money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required by law and shall be
held uninvested. The Trustee shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed to in writing with the Company.




      
    Section 6.6. Compensation and Reimbursement.
The Company agrees:





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




     (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture or arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder (including the reasonable
compensation and the expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as shall be determined to have been caused by the Trustee’s
own negligence or willful misconduct; and




     (3) to fully indemnify the Trustee and its agents, officers, directors and employees
for, and to hold them harmless against, any loss, liability, claim, damage or expense
incurred, arising out of or in connection with the acceptance or administration of the trust
or trusts hereunder, including the costs and expenses of defending themselves



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against any
claim or liability in connection with the exercise or performance of any of their powers or
duties hereunder, except to the extent that any such loss, liability or expense was caused
by the Trustee’s own negligence or willful misconduct.



          As security for the performance of the obligations of the Company under this Section, the
Trustee shall have a lien prior to the Securities of any series upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the payment of principal of, and
premium or interest on or any Additional Amounts with respect to Securities or any Coupons
appertaining thereto.




          To the extent permitted by law, any compensation or expense incurred by the Trustee after a
default specified in or pursuant to Section 5.1 is intended to constitute an expense of
administration under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of
this Section 6.6 shall include any predecessor Trustee but the negligence or bad faith of any
Trustee shall not affect the rights of any other Trustee under this Section 6.6.




          The provisions of this Section 6.6 shall survive the satisfaction and discharge of this
Indenture or the earlier resignation or removal of the Trustee and shall apply with equal force and
effect to the Trustee in its capacity as Authenticating Agent, Paying Agent or Security Registrar.




          Section 6.7. Corporate Trustee Required; Eligibility.




          There shall at all times be a Trustee hereunder that is a Corporation organized and doing
business under the laws of the United States of America, any state thereof or the District of
Columbia, that is eligible under Section 310(a)(1) of the Trust Indenture Act to act as trustee
under an indenture qualified under the Trust Indenture Act and that has a combined capital and
surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least
$50,000,000, and that is subject to supervision or examination by Federal or state authority. If
at any time the Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect hereinafter specified in
this Article.




          Section 6.8. Resignation and Removal; Appointment of Successor.




          (1) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee pursuant to Section 6.9.




          (2) 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 6.9 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition at the expense of the
Company any court of competent jurisdiction for the appointment of a successor Trustee with respect
to such series.




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




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successor Trustee
required by Section 6.9 shall not have been delivered to the Trustee within 30 days after such
removal, the removed Trustee may petition at the expense of the Company any court of competent
jurisdiction for the appointment of a successor Trustee with respect to such series.





     (4) If at any time:




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




     (b) the Trustee shall cease to be eligible under Section 6.7 and shall fail to resign
after written request therefor by the Company or any such Holder, or




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




          (5) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of such 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 6.9. If,
within one year after such resignation, removal or incapacity, 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 6.9,
become the successor Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to
the Securities of any series shall have been so appointed by the Company or the Holders of
Securities and accepted appointment in the manner required by Section 6.9, any Holder of a Security
who has been a bona fide Holder of a Security of such series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such series.




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




          (7) In no event shall any retiring Trustee be liable for the acts or omissions of any
successor Trustee hereunder.




          Section 6.9. Acceptance of Appointment by Successor.




          (1) Upon the appointment hereunder of any successor Trustee with respect to all Securities,
such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and the
retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties hereunder of the retiring Trustee; but, on the written request of the Company or
such successor Trustee, such retiring Trustee, upon payment of its charges, shall execute and
deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of
the retiring Trustee and, subject to Section 10.3, shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 6.6.




          (2) Upon the appointment hereunder of any successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and such successor Trustee
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, such 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, that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall
be responsible for any notice given to, or received by, or any act or failure to act on the part of
any other Trustee hereunder, and, upon the execution and delivery of such supplemental indenture,
the resignation or removal of the retiring Trustee shall become effective to the extent provided
therein, such retiring




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Trustee shall have no further responsibility for the exercise of rights and
powers or for the performance of the duties and obligations vested in the Trustee under this
Indenture with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates other than as hereinafter expressly set forth, 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 with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates; but, on written request of the
Company or such successor Trustee, such retiring Trustee, upon payment of its charges with respect
to the Securities of that or those series to which the appointment of such successor Trustee
relates and subject to Section 10.3 shall duly assign, transfer and deliver to such successor
Trustee, to the extent contemplated by such supplemental indenture, the property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, subject to its claim, if any, provided for in
Section 6.6.




          (3) Upon request of any Person appointed hereunder as a 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 (1) or (2) of this
Section, as the case may be.




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




          Section 6.10. 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, shall be the successor of the Trustee hereunder, 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 6.11. Appointment of Authenticating Agent.
The Trustee may appoint one or more Authenticating Agents acceptable to the Company with
respect to one or more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of that or those series issued upon original issue, exchange,
registration of transfer, partial redemption or partial repayment or pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to include authentication
and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent.




          Each Authenticating Agent must be acceptable to the Company and, except as provided in or
pursuant to this Indenture or the related Series Authorization, shall at all times be




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a Corporation
that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified
under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an
Authenticating Agent and has a combined capital and surplus (computed in accordance with Section
310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect specified in this Section.




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




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




          The Company agrees to pay each Authenticating Agent from time to time reasonable compensation
for its services under this Section. If the Trustee makes such payments, it shall be entitled to
be reimbursed for such payments, subject to the provisions of Section 6.6.




          The provisions of Section 3.8, Section 6.3 and Section 6.4 shall be applicable to each
Authenticating Agent.




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





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



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	 	THE BANK OF NEW YORK MELLON, 

as Trustee

 	 
	 	By:  	 	 
	 	 	as Authenticating Agent 	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



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




Article 7




HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY




          Section 7.1. Company To Furnish Trustee Names and Addresses of Holders.
In accordance with Section 312(a) of the Trust Indenture Act, the Company shall furnish or
cause to be furnished to the Trustee






     (1) semi-annually with respect to Securities of each series not later than May 1 and
November 1 of the year or upon such other dates as are set forth in or pursuant to the Board
Resolution or indenture supplemental hereto authorizing such series, a list, in each case in
such form as the Trustee may reasonably require, of the names and addresses of Holders as of
the applicable date, and




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


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




          Section 7.2. Preservation of Information; Communications to Holders.
The Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of the
Trust Indenture Act.




          Every Holder of Securities or Coupons, by receiving and holding the same, agrees with the
Company and the Trustee that none of the Company, the Trustee, any Paying Agent or any Security
Registrar shall be held accountable by reason of the disclosure of any such information




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as to the
names and addresses of the Holders of Securities in accordance with Section 312(c) of the Trust
Indenture Act, regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant to a request made
under Section 312(b) of the Trust Indenture Act.




          Section 7.3. Reports by Trustee.




          (1) Within
60 days after May 15 of each year commencing with the first May 15 following the
first issuance of Securities pursuant to Section 3.1, if required by Section 313(a) of the Trust
Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a
brief report dated as of such May 15 with respect to any of the events specified in said Section
313(a) which may have occurred since the later of the immediately preceding September 15 and the
date of this Indenture.




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




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




          Section 7.4. Reports by Company.
The Company, pursuant to Section 314(a) of the Trust Indenture Act, shall:





     (1) file with the Trustee, within 15 days after the Company files the same with the
Commission, copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may from time to time
by rules and regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended; 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 Securities Exchange Act of 1934, as amended, in
respect of a security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations;




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




     (3) transmit within 30 days after the filing thereof with the Trustee, in the manner
and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of
any information, documents and reports required to be filed by the Company



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pursuant to
paragraphs (1) and (2) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission.



          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 herein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officers’ Certificates).




Article 8




CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES




          Section 8.1. Company May Consolidate, Etc., Only on Certain Terms.
The Company shall not consolidate or amalgamate with or merge into any other Person (whether
or not affiliated with the Company), or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to any other Person (whether or not affiliated with the
Company), and the Company shall not permit any other Person (whether or not affiliated with the
Company) to consolidate or amalgamate with or merge into the Company or convey, transfer or lease
its properties and assets as an entirety or substantially as an entirety to the Company; unless:





     (1) in case the Company shall consolidate or amalgamate with or merge into another
Person or convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to any Person, the Person formed by such consolidation or
amalgamation or into which the Company is merged or the Person which acquires by conveyance
or transfer, or which leases, the properties and assets of the Company as an entirety or
substantially as an entirety shall be a Corporation organized and existing under the laws of
the United States of America, any state or territory thereof or the District of Columbia,
Bermuda, Cayman Islands or any other country (including under the laws of any state,
province or other political subdivision thereof) which is on the date of this Indenture a
member of the Organization for Economic Cooperation and Development, and shall expressly
assume, by an indenture (or indentures, if at such time there is more than one Trustee)
supplemental hereto, executed by the successor Person and delivered to the Trustee the due
and punctual payment of the principal of, any premium and interest on and any Additional
Amounts with respect to all the Securities and the performance of every obligation in this
Indenture and the Outstanding Securities on the part of the Company to be performed or
observed and shall provide for conversion or exchange rights in accordance with the
provisions of the Securities of any series that are convertible or exchangeable into Common
Stock or other securities;




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




     (3) either the Company or the successor Person shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,



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merger, conveyance, transfer or lease and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating to such transaction have been
complied with.



          Section 8.2. Successor Person Substituted for Company.
Upon any consolidation or amalgamation by the Company with or merger of the Company into any
other Person or any conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety to any Person in accordance with Section 8.1, the successor Person
formed by such consolidation or amalgamation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; and thereafter, except in the case of a
lease, the predecessor Person shall be released from all obligations and covenants under this
Indenture, the Securities and the Coupons and in the event of such conveyance or transfer, except
in the case of a lease, any such predecessor Person may be dissolved and liquidated..




Article 9




SUPPLEMENTAL INDENTURES




          Section 9.1. Supplemental Indentures without Consent of Holders.
Without the consent of any Holders of Securities or Coupons, the Company (when authorized by
or pursuant to a Board Resolution) and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, for any of the following purposes:





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




     (2) to add to the covenants of the Company for the benefit of the Holders of all or any
series of Securities (as shall be specified in such supplemental indenture or indentures) or
to surrender any right or power herein conferred upon the Company; or




     (3) to add to or change any of the provisions of this Indenture to provide that Bearer
Securities may be registrable as to principal, to change or eliminate any restrictions on
the payment of principal of, any premium or interest on or any Additional Amounts with
respect to Securities, to permit Bearer Securities to be issued in exchange for Registered
Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other
authorized denominations or to permit or facilitate the issuance of Securities in
uncertificated form, provided any such action shall not adversely affect the
interests of the Holders of Outstanding Securities of any series or any Coupons
appertaining thereto in any material respect; or




     (4) to establish the forms or terms of Securities of any series and any Coupons
appertaining thereto as permitted by Section 2.1 and Section 3.1; or



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     (5) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 6.9; or




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




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




     (8) to add any additional Events of Default with respect to all or any series of
Securities (as shall be specified in such supplemental indenture); or




     (9) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of Securities
pursuant to Article 4, provided that any such action shall not adversely affect the
interests of any Holder of an Outstanding Security of such series and any Coupons
appertaining thereto or any other Outstanding Security or Coupon in any material respect; or




     (10)
to secure the Securities pursuant to Section 10.6 or otherwise; or




     (11) to make provisions with respect to conversion or exchange rights of Holders of
Securities of any series; or




     (12) to modify any restrictions on and procedures for resales of Securities of any
series that is not registered pursuant to the Securities Act of 1933 to reflect any change
in applicable law or regulation (or the interpretation thereof) or in practices relating to
the resale or transfer of restricted securities generally and to modify any legends placed
on such Securities to reflect such restrictions and procedures; or




     (13) to add to or change or eliminate any provision of this Indenture as shall be
necessary or desirable to conform to provisions of the Trust Indenture Act as at the time in
effect, provided that such action shall not materially adversely affect the interests of the
Holders of the Securities of any series; or




     (14) to amend or supplement any provision contained herein or in any supplemental
indenture, provided that no such amendment or supplement shall materially adversely
affect the interests of the Holders of any Securities then Outstanding; it being understood
the Trustee shall have no obligation to determine whether a proposed amendment or supplement
will adversely affect the interests of the Holders and the Trustee shall



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have the right to
be provided with and rely on an opinion of counsel as to any such adverse effect.



          Section 9.2. Supplemental Indentures with Consent of Holders.
With the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company (when authorized by or pursuant to a
Company’s Board Resolution) and the Trustee may enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture or of the Securities of such series;
provided, however, that no such supplemental indenture, without the consent of the
Holder of each Outstanding Security affected thereby, shall





     (1) change the Stated Maturity of the principal of, or any premium or installment of
interest on or any Additional Amounts with respect to, any Security, or reduce the principal
amount thereof (or modify the calculation of such principal amount) or the rate (or modify
the calculation of such rate) of interest thereon or any Additional Amounts with respect
thereto, or any premium payable upon the redemption thereof or otherwise, or change the
obligation of the Company to pay Additional Amounts pursuant to Section 10.4 (except as
contemplated by Section 8.1(1) and permitted by Section 9.1(1)) or change the redemption
provisions or adversely affect the right of repayment at the option of any Holder as
contemplated by Article 13, or change the Place of Payment, Currency in which the principal
of, any premium or interest on, or any Additional Amounts with respect to any Security is
payable, or impair the right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption
Date or, in the case of repayment at the option of the Holder, on or after the date for
repayment), or




     (2) reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any such supplemental indenture, or the
consent of whose Holders is required for any waiver (of compliance with certain provisions
of this Indenture or certain defaults hereunder and their consequences) provided for in this
Indenture, or reduce the requirements of Section 15.4 for quorum or voting, or




     (3)
modify any of the provisions of this Section, Section 5.13 or Section 10.9, except
to increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby, or




     (4) make any change that adversely affects the right to convert or exchange any
Security into or for Common Stock of the Company or other securities (whether or not issued
by the Company), cash or property in accordance with its terms.



          Upon the request of the Company, accompanied by a Board Resolution authorizing the execution
of any such supplemental indenture, and upon the filing with the
Trustee of





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evidence of the consent of Holders of Securities as aforesaid and other documents, if any, required
by Section 1.4 or by Section 1.5 the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion,
but shall not be obligated to, enter into such supplemental indenture.




          A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which shall have been included expressly and 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.




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




          Section 9.3. Execution of Supplemental Indentures.
As a condition to executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of the trust created
by this Indenture, the Trustee shall be provided with, and (subject to Section 315 of the Trust
Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this Indenture and an
Officers’ Certificate stating that all conditions precedent to the execution of such supplemental
indenture have been fulfilled. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.




          Section 9.4. Effect of Supplemental Indentures.
Upon the execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of a Security theretofore or thereafter authenticated
and delivered hereunder and of any Coupon appertaining thereto shall be bound thereby.




          Section 9.5. Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be
prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.




          Section 9.6. Conformity with Trust Indenture Act.
Every supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.




          Section 9.7. Notice of Supplemental Indenture.
Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to Section 9.2, the




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Company shall transmit to the Holders of Outstanding Securities of any series affected thereby
a notice setting forth the substance of such supplemental indenture. Any failure of the Company to
mail such notice, or any defect therein, shall not, however, in any way impair or affect the
validity of any such supplemental indenture.




Article 10




COVENANTS




          Section 10.1. Payment of Principal, any Premium, Interest and Additional Amounts.
The Company covenants and agrees for the benefit of the Holders of the Securities of each
series that it will duly and punctually pay the principal of, any premium and interest on and any
Additional Amounts with respect to the Securities of such series in accordance with the terms
thereof, any Coupons appertaining thereto and this Indenture. Any interest due on any Bearer
Security on or before the Maturity thereof, and any Additional Amounts payable with respect to such
interest, shall be payable only upon presentation and surrender of the Coupons appertaining thereto
for such interest as they severally mature.




          Section 10.2. Maintenance of Office or Agency.
The Company shall maintain in each Place of Payment for any series of Securities an Office
or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided
below, unless such Place of Payment is located outside the United States) may be presented or
surrendered for payment, where Securities of such series may be surrendered for registration of
transfer or exchange, where Securities of such series that are convertible or exchangeable may be
surrendered for conversion or exchange, and where notices and demands to or upon the Company in
respect of the Securities of such series relating thereto and this Indenture may be served. If
Securities of a series are issuable as Bearer Securities, the Company, except as otherwise
permitted or required in or pursuant to this Indenture or the related Series Authorization shall
maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of
Payment for such series which is located outside the United States where Securities of such series
and any Coupons appertaining thereto may be presented and surrendered for payment; provided,
however, that if the Securities of such series are listed on The International Stock Exchange of
the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock
exchange located outside the United States and such stock exchange shall so require, the Company
shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the
United States, as the case may be, so long as the Securities of such series are listed on such
exchange. The Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such Office or Agency. If
at any time the Company shall fail to maintain any such required Office or Agency or shall
fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of such series and any Coupons appertaining thereto may be presented and surrendered for
payment at the place specified for the purpose with respect to such Securities as provided in or
pursuant to this Indenture or the related Series Authorization, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and demands.




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          Except as otherwise provided in or pursuant to this Indenture or the related Series
Authorization, no payment of principal, premium, interest or Additional Amounts with respect to
Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to
any address in the United States or by wire transfer to an account maintained with a bank located
in the United States; provided, however, if amounts owing with respect to any Bearer Securities
shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional
Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee
or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New
York, if (but only if) payment of the full amount of such principal, premium, interest or
Additional Amounts at all offices outside the United States maintained for such purpose by the
Company in accordance with this Indenture is illegal or effectively precluded by exchange controls
or other similar restrictions.




          The Company may also from time to time designate one or more other Offices or Agencies where
the Securities of one or more series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain an Office or
Agency in each Place of Payment for Securities of any series for such purposes. The Company shall
give prompt written notice to the Trustee of any such designation or rescission and of any change
in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to
this Indenture or the related Series Authorization, the Company hereby designates as the Place of
Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially
appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the
Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint
a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities
of any series.




          Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so
long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be
payable in a Foreign Currency, or so long as it is required under any other provision of this
Indenture, then the Company will maintain with respect to each such series of Securities, or as so
required, at least one exchange rate agent.




          Section 10.3. 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 shall, on or before each due date of the principal of, any premium or interest on or
Additional Amounts with respect to any of the Securities of such series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of
such series are payable (except as otherwise specified pursuant to Section 3.1 for the Securities
of such series) sufficient to pay the principal or any premium, interest or Additional Amounts so
becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and shall promptly notify the Trustee in writing of its action or failure so to act.




          Whenever the Company shall have one or more Paying Agents for any series of Securities, it
shall, on or prior to each due date of the principal of, any premium or interest on or




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any Additional Amounts with respect to any Securities of such series, deposit with any Paying
Agent a sum (in the currency or currencies, currency unit or units or composite currency or
currencies described in the preceding paragraph) sufficient to pay the principal and any premium,
interest or Additional Amounts so becoming due, such sum to be held in trust for the benefit of the
Persons entitled thereto, and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee in writing of its action or failure so to act.




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





     (1) hold all sums held by it for the payment of the principal of, any premium or
interest on or any Additional Amounts with respect to Securities of such 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 provided in or pursuant to this Indenture or the related Series
Authorization;




     (2) give the Trustee notice of any default by the Company (or any other obligor upon
the Securities of such series) in the making of any payment of principal of, any premium or
interest on or any Additional Amounts with respect to the Securities of such series; and




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



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




          Except as otherwise provided herein or pursuant hereto, any money deposited with the Trustee
or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, any
premium or interest on or any Additional Amounts with respect to any Security of any series or any
Coupon appertaining thereto and remaining unclaimed for two years after such principal or any such
premium or interest or any such Additional Amounts shall have
become due and payable shall be paid to the Company on Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of such Security or any Coupon
appertaining thereto shall thereafter, as an unsecured general creditor, look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment,
at the expense of the Company may cause to be published once, in an Authorized Newspaper in each
Place of Payment for such series or to be mailed to Holders of Registered





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Securities of such series, or both, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of such publication or
mailing nor shall it be later than two years after such principal and or any premium or interest or
Additional Amounts shall have become due and payable, any unclaimed balance of such money then
remaining will be repaid to the Company.




          Section 10.4. Additional Amounts.
All payments of principal of and premium, if any, interest and any other amounts on, or in
respect of, the Securities of any series or any Coupon appertaining thereto shall be made without
withholding or deduction at source for, or on account of, any present or future taxes, fees,
duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of
Bermuda or any other jurisdiction in which the Company is organized (each, a “taxing
jurisdiction”) or any political subdivision or taxing authority thereof or therein, unless such
taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by
(i) the laws (or any regulations or ruling promulgated thereunder) of a taxing jurisdiction or any
political subdivision or taxing authority thereof or therein or (ii) an official position regarding
the application, administration, interpretation or enforcement of any such laws, regulations or
rulings (including, without limitation, a holding by a court of competent jurisdiction or by a
taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding
or deduction at source is required by the laws of Bermuda or the jurisdiction in which the Company
is organized, the Company shall, subject to certain limitations and exceptions set forth below, pay
to the Holder of any such Security or any Coupon appertaining thereto such Additional Amounts as
may be necessary so that every net payment of principal, premium, if any, interest or any other
amount made to such Holder, after such withholding or deduction, shall not be less than the amount
provided for in such Security, any Coupons appertaining thereto and this Indenture to be then due
and payable; provided, however, that the Company shall not be required to make payment of such
Additional Amounts for or on account of:





     (1) any tax, fee, duty, assessment or governmental charge of whatever nature which
would not have been imposed but for the fact that such Holder (or in the case of clause (A),
a fiduciary, settler, beneficiary, partner, member or shareholder of or possessor of power
over the relevant Holder if the Holder is an estate, nominee, trust, partnership, limited
liability company, or corporation): (A) was a resident, domiciliary or national of, or
engaged in business or maintained a permanent establishment or was physically present in,
the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some
connection with the relevant taxing jurisdiction other than by reason of the mere ownership
of, or receipt of payment under, such Security; (B) presented such
Security for payment in the relevant taxing jurisdiction or any political subdivision
thereof, unless such Security could not have been presented for payment elsewhere; or (C)
presented such Security more than thirty (30) days after the date on which the payment in
respect of such Security first became due and payable or provided for, whichever is later,
except to the extent that the Holder would have been entitled to such Additional Amounts if
it had presented such Security for payment on any day within such period of thirty (30)
days;



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     (2) any estate, inheritance, gift, sales, excise, transfer, wealth or personal property
or similar tax, assessment or other governmental charge;




     (3) any tax, assessment or other governmental charge that is imposed or withheld by
reason of the failure by the Holder or the beneficial owner of such Security to comply with
any reasonable request by the Company addressed to the Holder within 90 days of such request
(A) to provide information concerning the nationality, residence or identity of the Holder
or such beneficial owner or (B) to make any declaration or other similar claim or satisfy
any information or reporting requirement, which, in the case of (A) or (B), is required or
imposed by statute, treaty, regulation or administrative practice of the relevant taxing
jurisdiction or any political subdivision thereof as a precondition to exemption from all or
part of such tax, assessment or other governmental charge; or




     (4) any withholding or deduction required to be made pursuant to any EU Directive on
the taxation of savings implementing the conclusions of the ECOFIN Council meetings of 26-27
November 2000, 3 June 2003 or any law implementing or complying with, or introduced in order
to confirm to, such EU Directive; or




     (5) any combination of items (1), (2), (3) and (4);


nor shall Additional Amounts be paid with respect to any payment of the principal of, or premium,
if any, interest or any other amounts on, any such Security to any Holder who is a fiduciary or
partnership or other than the sole beneficial owner of such Security to the extent such payment
would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or
relevant taxing authority thereof or therein) to be included in the income for tax purposes of a
beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or
a beneficial owner who would not have been entitled to such Additional Amounts had it been the
Holder of the Security.




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




          Section 10.5. Redemption for Tax Purposes.
The Company may redeem the Securities at its option, in whole but not in part, at a
Redemption Price equal to 100% of the principal amount, together with accrued and unpaid interest
and Additional Amounts, if any, to the date fixed for redemption, at any time it receives an
opinion of counsel that as a result of (i) any change in or amendment to the laws or treaties (or
any regulations or rulings promulgated under these laws or treaties) of Bermuda or any taxing
jurisdiction (or of any political subdivision or taxation authority affecting taxation) or any
change in the application or official interpretation of such laws, regulations or rulings, or (ii)
any action taken by a taxing authority of





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Bermuda or any taxing jurisdiction (or any political subdivision or taxing authority affecting
taxation) which action is generally applied or is taken with respect to the Company, or (iii) a
decision rendered by a court of competent jurisdiction in Bermuda or any taxing jurisdiction (or
any political subdivision) whether or not such decision was rendered with respect to the Company,
there is a substantial probability that the Company will be required as of the next Interest
Payment Date to pay Additional Amounts with respect to the Securities as provided in Section 10.4
and such requirements cannot be avoided by the use of reasonable measures (consistent with
practices and interpretations generally followed or in effect at the time such measures could be
taken) then available. If the Company elects to redeem the Securities under this provision it will
give written notice of such election to the Trustee. If the Company elects to redeem the Securities
under this provision it will also mail a notice of redemption at least 30 days but no more than 60
days before the Redemption Date to each Holder of the Securities to be redeemed. Unless the Company
defaults in the payment of the Redemption Price, on and after the Redemption Date, interest will
cease to accrue on the Securities or portions thereof called for redemption. Any such redemption
will be subject to ARTICLE 11 hereof.




          Section 10.6. Limitation on Liens on Stock of Designated Subsidiaries.
So long as any Securities are Outstanding, the Company will not, nor will it permit any
Subsidiary to, create, assume, incur, guarantee or otherwise permit to exist any Indebtedness
secured by any mortgage, pledge, lien, security interest or other encumbrance (a “Lien”)
upon any shares of Capital Stock of any Designated Subsidiary (whether such shares of stock are now
owned or hereafter acquired) without effectively providing concurrently that the Securities (and,
if the Company so elects, any other Indebtedness of the Company that is not subordinate to the
Securities and with respect to which the governing instruments require, or pursuant to which the
Company is otherwise obligated, to provide such security) shall be secured equally and ratably
with, or prior to, such Indebtedness for at least the time period such other Indebtedness is so
secured. This Section 10.6 shall not apply to Permitted Liens upon any shares of Capital Stock of
any Person existing at the time such Person becomes a Designated Subsidiary and any extensions,
renewals or replacements thereof.




          Section 10.7. Limitation on Disposition of Stock of Designated Subsidiaries.
So long as any Securities are outstanding and except in a transaction otherwise governed by
this Indenture, the Company will not issue, sell, assign, transfer or otherwise dispose of any
shares of, securities convertible into, or warrants, rights or options to subscribe for or purchase
shares of, Capital Stock (other than Preferred Stock having no voting rights of any kind) of any
Designated Subsidiary (other than to the Company or another Designated Subsidiary), and will not permit any Designated Subsidiary to issue (other than to the Company or
another Designated Subsidiary) any shares (other than the director’s qualifying shares) of, or
securities convertible into, or warrants, rights or options to subscribe for or purchase shares of,
Capital Stock (other than Preferred Stock having no voting rights of any kind) of any Designated
Subsidiary, if, after giving effect to any such transaction and the issuance of the maximum number
of shares issuable upon the conversion or exercise of all such convertible securities, warrants,
rights or options, the Designated Subsidiary would remain a Subsidiary of the Company and the
Company would own, directly or indirectly, less than 80% of the shares of Capital Stock of such
Designated Subsidiary (other than Preferred Stock having no voting rights of any kind); provided,
however, that (i) any issuance, sale, assignment, transfer or other disposition permitted by the
Company may only be



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made for at least a fair market value consideration as determined by the Board of Directors
pursuant to a Board Resolution adopted in good faith and (ii) the foregoing shall not prohibit any
such issuance or disposition of securities if required by any law or any regulation or order of any
governmental or insurance regulatory authority. Notwithstanding the foregoing, (i) the Company may
merge or consolidate any Designated Subsidiary into or with another direct or indirect Subsidiary
of the Company the shares of Capital Stock of which the Company owns at least 70% and (ii) the
Company may, subject to the provisions of Article 8, sell, assign, transfer or otherwise dispose of
the entire Capital Stock of any Designated Subsidiary at one time for at least a fair market value
consideration as determined by the Board of Directors pursuant to a Board Resolution adopted in
good faith.




          Section 10.8. Corporate Existence.
Subject to Article 8, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and rights (charter and
statutory) and franchises; provided, however, that the foregoing shall not obligate the Company to
preserve any such right or franchise if the Company shall determine that the preservation thereof
is no longer desirable in the conduct of its business and that the loss thereof is not
disadvantageous in any material respect to any Holder.




          Section 10.9. Waiver of Certain Covenants.
The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Sections 10.6, 10.7 or 10.8 with respect to the Securities of any series if
before the time for such compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series, by Act of such Holders, either shall waive such compliance
in such instance or generally shall have waived compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.




          Section 10.10. Company Statement as to Compliance; Notice of Certain Defaults.




     (1) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal
year, a written statement (which need not be contained in or accompanied by an Officers’
Certificate) signed by the principal executive officer, the principal financial officer or the
principal accounting officer of the Company, stating that




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




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



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          (2) The Company shall deliver to the Trustee, within five days after the occurrence thereof,
written notice of any Event of Default or any event which after notice or lapse of time or both
would become an Event of Default pursuant to clause (4) of Section 5.1.




          (3) The Trustee shall have no duty to monitor the Company’s compliance with the covenants
contained in this Article 10 other than as specifically set forth in this Section 10.10.




          Section 10.11. Calculation of Original Issue Discount.
The Company shall file with the Trustee promptly at the end of each calendar year (i) a
written notice specifying the amount of original issue discount (including daily rates and accrual
periods) accrued on any Outstanding Original Issue Discount Securities as of the end of such year
and (ii) such other specific information relating to such original issue discount as may then be
relevant under the Code, as amended from time to time.




Article 11




REDEMPTION OF SECURITIES




          Section 11.1. Applicability of Article.
Redemption of Securities of any series as permitted or required by the terms of such
Securities shall be made in accordance with the terms of such Securities and (except as otherwise
provided herein or pursuant hereto) this Article.




          Section 11.2. Election to Redeem; Notice to Trustee.
The election of the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company of (a)
less than all of the Securities of any series or (b) all of the Securities of any series, with
the same issue date, interest rate or formula, Stated Maturity and other terms, 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 in writing of such Redemption Date and of the
principal amount of Securities of such series to be redeemed.




          Section 11.3. Selection by Trustee of Securities to Be Redeemed.
If less than all of the Securities of any series with the same issue date, interest rate or
formula, Stated Maturity and other terms are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee from
the Outstanding Securities of such series not previously called for redemption, by such method as
the Trustee shall deem appropriate and which may provide for the selection for redemption of
portions of the principal amount of Registered Securities of such series; provided, however, that
no such partial redemption shall reduce the portion of the principal amount of a Registered
Security of such series not redeemed to less than the minimum denomination for a Security of such
series established herein or pursuant hereto.




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




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




          Unless otherwise specified in or pursuant to this Indenture or the related Series
Authorization of any series, if any Security selected for partial redemption is converted into
Common Stock of the Company or exchanged for other securities in part before termination of the
conversion or exchange right with respect to the portion of the Security so selected, the converted
portion of such Security shall be deemed (so far as may be) to be the portion selected for
redemption. Securities which have been converted or exchanged during a selection of Securities to
be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection.




          Section 11.4. Notice of Redemption.
Notice of redemption shall be given in the manner provided in Section 1.6, not less than 30
nor more than 60 days prior to the Redemption Date, unless a shorter period is specified in the
Securities to be redeemed, to the Holders of Securities to be redeemed. Failure to give notice by
mailing in the manner herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect
the validity of the proceedings for the redemption of any other Securities or portion thereof.




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




          All notices of redemption shall state:





     (1) the Redemption Date, and if such redemption date is conditional, a description of
the event upon which it is conditioned,




     (2) the Redemption Price,




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




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




     (5) that, on the Redemption Date, the Redemption Price shall become due and payable
upon each such Security or portion thereof to be redeemed, in the case of a Registered
Security, together with any accrued interest and Additional Amounts pertaining thereto, and
that unless the Company shall default in the payment of the Redemption



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Price and other amounts then due, interest thereon, if applicable, shall cease to
accrue on and after said date,




     (6) the place or places where such Securities, together (in the case of Bearer
Securities) with all Coupons appertaining thereto, if any, maturing on or after the
Redemption Date, are to be surrendered for payment of the Redemption Price and any accrued
interest and Additional Amounts pertaining thereto,




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




     (8) that, unless otherwise specified in such notice, Bearer Securities of any series,
if any, surrendered for redemption must be accompanied by all Coupons maturing subsequent to
the date fixed for redemption or the amount of any such missing Coupon or Coupons will be
deducted from the Redemption Price, unless security or indemnity satisfactory to the
Company, the Trustee and any Paying Agent is furnished,




     (9) if Bearer Securities of any series are to be redeemed and no Registered Securities
of such series are to be redeemed, and if such Bearer Securities may be exchanged for
Registered Securities not subject to redemption on the Redemption Date pursuant to Section
3.5 or otherwise, the last date, as determined by the Company, on which such exchanges may
be made,




     (10) in the case of Securities of any series that are convertible into Common Stock of
the Company or exchangeable for other securities, the conversion or exchange price or rate,
the date or dates on which the right to convert or exchange the principal of the Securities
of such series to be redeemed will commence or terminate and the place or places where such
Securities may be surrendered for conversion or exchange, and




     (11) the CUSIP number or the Euroclear or the Clearstream reference numbers of such
Securities, if any (or any other numbers used by a Depository to identify such Securities).



          A notice of redemption published as contemplated by Section 1.6 need not identify particular
Registered Securities to be redeemed.




          Notice of redemption of Securities 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; provided if the latter case the
Company will give the Trustee at least ten days’ prior notice of such request.




          Section 11.5. Deposit of Redemption Price.
On or prior to any Redemption Date, the Company shall deposit, with respect to the
Securities of any series called for redemption, 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 10.3)
an amount of money in the applicable Currency sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date, unless otherwise specified
pursuant to Section 3.1 or in the Securities of such series) any accrued interest on and Additional
Amounts with respect thereto, all such Securities or portions thereof which are to be redeemed on
that date.




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          Section 11.6. Securities Payable on Redemption Date.
Notice of redemption having been given as aforesaid, the Securities so to be redeemed
shall, become due and payable on the Redemption Date, at the Redemption Price therein specified,
and from and after such date (unless the Company shall default in the payment of the Redemption
Price and any accrued interest or Additional Amounts) such Securities shall cease to bear interest
and the Coupons for such interest appertaining to any Bearer Securities so to be redeemed, except
to the extent provided below, shall be void. Upon surrender of any such Security for redemption in
accordance with said notice, together with all Coupons, if any, appertaining thereto maturing after
the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together
with any accrued interest and Additional Amounts to the Redemption Date; provided, however, that,
except as otherwise provided in or pursuant to the related Series Authorization and the Coupons,
installments of interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only upon presentation and surrender of Coupons for such interest
(at an Office or Agency located outside the United States except as otherwise provided in Section
10.2), and provided, further, that, except as otherwise specified in or pursuant to the related
Series Authorization, installments of interest on Registered Securities whose Stated Maturity is on
or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close
of business on the Regular Record Dates therefor according to their terms and the provisions
of Section 3.7 and installments of interest on Registered Securities for which the Redemption Date
is after a Regular Record Date and on or before the following Interest Payment Date shall be
payable to the Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the Regular Record Dates therefor according to their terms and the
provisions of Section 3.7.




          If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant
Coupons maturing after the Redemption Date, such Security may be paid after deducting from the
Redemption Price an amount equal to the face amount of all such missing Coupons, or the surrender
of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or
any Paying Agent any such missing Coupon in respect of which a deduction shall have been made from
the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided,
however, that any interest or Additional Amounts represented by Coupons shall be payable only upon
presentation and surrender of those Coupons at an Office or Agency for such Security located
outside of the United States except as otherwise provided in Section 10.2.




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




          Section 11.7. Securities Redeemed in Part.
Any Registered Security which is to be redeemed only in part shall be surrendered at any
Office or Agency for such Security (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




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authenticate and deliver to the Holder of such Security without service charge, a new Registered
Security or Securities of the same series, containing identical terms and provisions, of any
authorized denomination as requested by such Holder in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so surrendered. If a Security
in global form is so surrendered, the Company shall execute, and the Trustee shall authenticate and
deliver to the U.S. Depository or other Depository for such Security in global form as shall be
specified in the Company Order with respect thereto to the Trustee, without service charge, a new
Security in global form in a denomination equal to and in exchange for the unredeemed portion of
the principal of the Security in global form so surrendered.




Article 12




SINKING FUNDS




          Section 12.1. Applicability of Article.
The provisions of this Article shall be applicable to any sinking fund for the retirement
of Securities of a series, except as otherwise permitted or required in or pursuant to this
Indenture or the related Series Authorization.




          The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund payment,” and any payment in
excess of such minimum amount provided for by the terms of Securities of such series is herein
referred to as an “optional sinking fund payment.” If provided for by the terms of
Securities of any series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 12.2. 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 and this
Indenture.




          Section 12.2. Satisfaction of Sinking Fund Payments with Securities.
The Company may, in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of any series to be made pursuant to the terms of such Securities (1)
deliver Outstanding Securities of such series (other than any of such Securities previously called
for redemption or any of such Securities in respect of which cash shall have been released to the
Company), together in the case of any Bearer Securities of such series with all unmatured Coupons
appertaining thereto, and (2) apply as a credit Securities of such series which have been redeemed
either at the election of the Company pursuant to the terms of such series of Securities or through
the application of permitted optional sinking fund payments pursuant to the terms of such
Securities, provided that such series of Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking fund and the amount of
such sinking fund payment shall be reduced accordingly. If, as a result of the delivery or credit
of Securities of any series in lieu of cash payments pursuant to this Section 12.2, the principal
amount of Securities of such series to be redeemed in order to satisfy the remaining sinking fund
payment shall be less than $100,000, the Trustee need not call Securities of such series for
redemption, except upon Company Request, and such cash payment shall be held by the Trustee or a
Paying Agent and applied to the next succeeding sinking fund payment; provided, however, that the
Trustee or such Paying Agent shall at the written request of the





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Company from time to time pay over and deliver to the Company any cash payment so being held by
the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that
series purchased by the Company having an unpaid principal amount equal to the cash payment
requested to be released to the Company.




          Section 12.3. Redemption of Securities for Sinking Fund.
Not less than 75 days prior to each sinking fund payment date for any series of Securities,
the Company shall deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting of Securities of that series pursuant to
Section 12.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and will also deliver to the Trustee any Securities to be so
credited and not theretofore delivered. If such Officers’ Certificate shall specify an
optional amount to be added in cash to the next ensuing mandatory sinking fund payment, the Company
shall thereupon be obligated to pay the amount therein specified. Not less than 60 days before
each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 11.3 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 11.4. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Section 11.6 and Section 11.7.




Article 13




REPAYMENT AT THE OPTION OF HOLDERS




          Section 13.1. Applicability of Article.
Securities of any series which are repayable at the option of the Holders thereof before
their Stated Maturity shall be repaid in accordance with the terms of the Securities of such
series. The repayment of any principal amount of Securities pursuant to such option of the Holder
to require repayment of Securities before their Stated Maturity, for purposes of Section 3.9, shall
not operate as a payment, redemption or satisfaction of the Indebtedness represented by such
Securities unless and until the Company, at its option, shall deliver or surrender the same to the
Trustee with a written directive that such Securities be cancelled. Notwithstanding anything to
the contrary contained in this Section 13.1, in connection with any repayment of Securities, the
Company may arrange for the purchase of any Securities by an agreement with one or more investment
bankers or other purchasers to purchase such Securities by paying to the Holders of such Securities
on or before the close of business on the repayment date an amount not less than the repayment
price payable by the Company on repayment of such Securities, and the obligation of the Company to
pay the repayment price of such Securities shall be satisfied and discharged to the extent such
payment is so paid by such purchasers.




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Article 14




SECURITIES IN FOREIGN CURRENCIES




          Section 14.1. Applicability of Article.
Whenever this Indenture provides for (i) any action by, or the determination of any of the
rights of, Holders of Securities of any series in which not all of such Securities are denominated
in the same Currency, or (ii) any distribution to Holders of Securities, in the absence of any
provision to the contrary in the form of Security of any particular series or pursuant to this
Indenture or the related Series Authorization, any amount in respect of any Security denominated in
a Currency other than Dollars shall be treated for any such action or distribution as that amount
of Dollars that could be obtained for such amount on such reasonable basis of exchange and as of
the record date with respect to Registered Securities of such series (if any) for such action,
determination of rights or distribution (or, if there shall be no applicable record date, such
other date reasonably proximate to the date of such action, determination of rights or distribution) as the Company may specify in a written notice to the Trustee. The Trustee shall have
no responsibility or liability for any amounts obtained in any such exchange.




Article 15




MEETINGS OF HOLDERS OF SECURITIES




          Section 15.1. Purposes for Which Meetings May Be Called.
A meeting of Holders of Securities of any series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand, authorization, direction,
notice, consent, waiver or other Act provided by this Indenture to be made, given or taken by
Holders of Securities of such series.




          Section 15.2. Call, Notice and Place of Meetings.




          (1) The Trustee may at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 15.1, to be held at such time and at such place in the Borough of
Manhattan, The City of New York, or, if Securities of such series have been issued in whole or in
part as Bearer Securities, in London or in such place outside the United States as the Trustee
shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the
time and the place of such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 1.6, not less than 21 nor more than 180
days prior to the date fixed for the meeting.




          (2) In case at any time the Company (by or pursuant to a Board Resolution) or the Holders of
at least 10% in principal amount of the Outstanding Securities of any series shall have requested
the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified
in Section 15.1, by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed notice of or made the first publication
of the notice of such meeting within 21 days after receipt of such request (whichever shall be
required pursuant to Section 1.6) or shall not thereafter proceed to cause the meeting to be held
as provided herein, then the Company or the Holders of Securities of such




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series in the amount above specified, as the case may be, may determine the time and the place
in the Borough of Manhattan, The City of New York, or, if Securities of such series are to be
issued as Bearer Securities, in London for such meeting and may call such meeting for such
purposes by giving notice thereof as provided in clause (1) of this Section.




          Section 15.3. Persons Entitled to Vote at Meetings. To be entitled to vote at any meeting of Holders of Securities of any series, a Person
shall be (1) a Holder of one or more Outstanding Securities of such series, or (2) a Person
appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding
Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be
present or to speak at any meeting of Holders of Securities of any series shall be the
Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee
and its counsel and any representatives of the Company and its counsel.




          Section 15.4. Quorum; Action.
The Persons entitled to vote a majority in principal amount of the Outstanding Securities
of a series shall constitute a quorum for any meeting of Holders of Securities of such series. In
the absence of a quorum within 30 minutes after the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such series, be dissolved.
In any other case the meeting may be adjourned for a period of not less than 10 days as determined
by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a
quorum at any reconvened meeting, such reconvened meeting may be further adjourned for a period of
not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such
reconvened meeting. Notice of the reconvening of any adjourned meeting shall be given as provided
in Section 15.2(1), except that such notice need be given only once not less than five days prior
to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of the principal amount
of the Outstanding Securities of such series which shall constitute a quorum.




          Except as limited by the proviso to Section 9.2, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by
the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities
of that series; provided, however, that, except as limited by the proviso to Section 9.2, any
resolution with respect to any request, demand, authorization, direction, notice, consent, waiver
or other Act which this Indenture expressly provides may be made, given or taken by the Holders of
a specified percentage, which is less than a majority, in principal amount of the Outstanding
Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified
percentage in principal amount of the Outstanding Securities of such series.




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




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          Section 15.5. Determination of Voting Rights; Conduct and Adjournment of Meetings.




          (1) Notwithstanding any other provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Holders of Securities of such
series in regard to proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote, and such
other matters concerning the conduct of the meeting as it shall deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of Securities shall be proved
in the manner specified in Section 1.4 and the appointment of any proxy shall be proved in the
manner specified in Section 1.4 or by having the signature of the person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by Section 1.4 to certify
to the holding of Bearer Securities. Such regulations may provide that written instruments
appointing proxies, regular on their face, may be presumed valid and genuine without the proof
specified in Section 1.4 or other proof.




          (2) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders of Securities as
provided in Section 15.2, in which case the Company or the Holders of Securities of the series
calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities of such series
represented at the meeting.




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




          (4) Any meeting of Holders of Securities of any series duly called pursuant to Section 15.2 at
which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority
in principal amount of the Outstanding Securities of such series represented at the meeting; and
the meeting may be held as so adjourned without further notice.




          Section 15.6. Counting Votes and Recording Action of Meetings.
The vote upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the secretary of the meeting
their verified written reports of all votes cast at the meeting. A record of the proceedings of
each meeting of Holders of Securities of any series shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the inspectors of votes
on any vote by





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ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was given as provided in
Section 15.2 and, if applicable, Section 15.4. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such copy shall be
delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to
have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.



* * * * *




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




	 	 	 	 	 
	 	VALIDUS HOLDINGS, LTD

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK MELLON,

     as Trustee

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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