Form of Indenture relating to subordinated debt securities



 EXHIBIT 4.5 
  
 ARGONAUT GROUP, INC. 
  
 TO 
  
 _________________________________________ 
  
 Trustee

  

  
 JUNIOR SUBORDINATED INDENTURE 
  
 Dated as of                     ,
20     
  








 Argonaut Group, Inc. 
 Certain Sections of this Indenture relating to 
 Sections 310 through 318, inclusive, of the 
 Trust Indenture Act of 1939, as amended: 
  

					
	 Provisions of Trust
Indenture Act of 1939,
as amended

	  	 Indenture
 Section


	 Section 310(a)(1)
	 	 	  	6.9
	 (a)(2)
	 	 	  	6.9
	 (a)(3)
	 	 	  	Not Applicable
	 (a)(4)
	 	 	  	Not Applicable
	 (b)
	 	 	  	6.8, 6.10
	 (c)
	 	 	  	Not Applicable
	 Section 311(a)
	 	 	  	6.13
	 (b)
	 	 	  	6.13
	 (c)
	 	 	  	Not Applicable
	 Section 312(a)
	 	 	  	7.1, 7.2(a)
	 (b)
	 	 	  	7.2(b)
	 (c)
	 	 	  	7.2(c)
	 Section 313(a)
	 	 	  	7.3(a)
	 (b)
	 	 	  	7.3(a)
	 (c)
	 	 	  	7.3(a)
	 (d)
	 	 	  	7.3(b)
	 Section 314(a)
	 	 	  	7.4
	 (a)(4)
	 	 	  	1.1, 10.4
	 (b)
	 	 	  	Not Applicable
	 (c)(1)
	 	 	  	1.2
	 (c)(2)
	 	 	  	1.2
	 (c)(3)
	 	 	  	Not Applicable
	 (d)
	 	 	  	Not Applicable
	 (e)
	 	 	  	1.2
	 Section 315(a)
	 	 	  	6.1
	 (b)
	 	 	  	6.2
	 (c)
	 	 	  	6.1
	 (d)
	 	 	  	6.1
	 (e)
	 	 	  	5.14
	 Section 316(a)
	 	 	  	1.1
	 (a)(1)(A)
	 	 	  	5.2, 5.12
	 (a)(1)(B)
	 	 	  	5.13
	 (a)(2)
	 	 	  	Not Applicable
	 (b)
	 	 	  	5.8
	 (c)
	 	 	  	1.4(c)
	 Section 317(a)(1)
	 	 	  	5.3
	 (a)(2)
	 	 	  	5.4
	 (b)
	 	 	  	10.3
	 Section 318(a)
	 	 	  	1.7



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










  
 TABLE OF CONTENTS 

 

					
	ARTICLE I	  	 
			
	 Section 1.1
	    	 Definitions
	  	1
	 Section 1.2
	    	 Compliance Certificates and Opinions
	  	7
	 Section 1.3
	    	 Form of Documents Delivered to Trustee
	  	7
	 Section 1.4
	    	 Acts of Holders; Record Dates
	  	8
	 Section 1.5
	    	 Notices, Etc., to Trustee and Company
	  	9
	 Section 1.6
	    	 Notice to Holders; Waiver
	  	9
	 Section 1.7
	    	 Conflict with Trust Indenture Act
	  	9
	 Section 1.8
	    	 Effect of Headings and Table of Contents
	  	9
	 Section 1.9
	    	 Successors and Assigns
	  	10
	 Section 1.10
	    	 Separability Clause
	  	10
	 Section 1.11
	    	 Benefits of Indenture
	  	10
	 Section 1.12
	    	 Governing Law
	  	10
	 Section 1.13
	    	 Legal Holidays
	  	10
		
	 ARTICLE II
	  	 
			
	 Section 2.1
	    	 Forms Generally
	  	10
	 Section 2.2
	    	 Form of Face of Security
	  	11
	 Section 2.3
	    	 Form of Reverse of Security
	  	12
	 Section 2.4
	    	 Additional Provisions Required in Book-Entry Security
	  	15
	 Section 2.5
	    	 Form of Trustee’s Certificate of Authentication
	  	16
		
	 ARTICLE III
	  	 
			
	 Section 3.1
	    	 Amount Unlimited; Issuable in Series
	  	16
	 Section 3.2
	    	 Denominations
	  	18
	 Section 3.3
	    	 Execution, Authentication, Delivery and Dating
	  	18
	 Section 3.4
	    	 Temporary Securities
	  	20
	 Section 3.5
	    	 Registration, Registration of Transfer and Exchange
	  	20
	 Section 3.6
	    	 Mutilated, Destroyed, Lost and Stolen Securities
	  	21

  

 i 









					
	 Section 3.7
	    	 Payment of Interest; Interest Rights Preserved
	  	22
	 Section 3.8
	    	 Persons Deemed Owners
	  	23
	 Section 3.9
	    	 Cancellation
	  	23
	 Section 3.10
	    	 Computation of Interest
	  	23
		
	 ARTICLE IV
	  	 
			
	 Section 4.1
	    	 Satisfaction and Discharge of Indenture
	  	24
	 Section 4.2
	    	 Application of Trust Money
	  	25
		
	 ARTICLE V
	  	 
			
	 Section 5.1
	    	 Events of Default
	  	25
	 Section 5.2
	    	 Acceleration of Maturity; Rescission and Annulment
	  	26
	 Section 5.3
	    	 Collection of Indebtedness and Suits for Enforcement by Trustee
	  	27
	 Section 5.4
	    	 Trustee May File Proofs of Claim
	  	27
	 Section 5.5
	    	 Trustee May Enforce Claims Without Possession of Securities
	  	28
	 Section 5.6
	    	 Application of Money Collected
	  	28
	 Section 5.7
	    	 Limitation on Suits
	  	28
	 Section 5.8
	    	 Unconditional Right of Holders to Receive Principal, Premium and Interest
	  	29
	 Section 5.9
	    	 Restoration of Rights and Remedies
	  	29
	 Section 5.10
	    	 Rights and Remedies Cumulative
	  	29
	 Section 5.11
	    	 Delay or Omission Not Waiver
	  	30
	 Section 5.12
	    	 Control by Holders
	  	30
	 Section 5.13
	    	 Waiver of Past Defaults
	  	30
	 Section 5.14
	    	 Undertaking for Costs
	  	30
	 Section 5.15
	    	 Waiver of Stay or Extension Laws
	  	31
		
	 ARTICLE VI
	  	 
			
	 Section 6.1
	    	 Certain Duties and Responsibilities
	  	31
	 Section 6.2
	    	 Notice of Defaults
	  	31
	 Section 6.3
	    	 Certain Rights of Trustee
	  	31
	 Section 6.4
	    	 Not Responsible for Recitals or Issuance of Securities
	  	32
	 Section 6.5
	    	 May Hold Securities
	  	32

  

 ii 









					
	 Section 6.6
	    	 Money Held in Trust
	  	32
	 Section 6.7
	    	 Compensation and Reimbursement
	  	33
	 Section 6.8
	    	 Disqualification; Conflicting Interests
	  	33
	 Section 6.9
	    	 Corporate Trustee Required; Eligibility
	  	33
	 Section 6.10
	    	 Resignation and Removal; Appointment of Successor
	  	33
	 Section 6.11
	    	 Acceptance of Appointment by Successor
	  	35
	 Section 6.12
	    	 Merger, Conversion, Consolidation or Succession to Business
	  	36
	 Section 6.13
	    	 Preferential Collection of Claims Against Company
	  	36
	 Section 6.14
	    	 Appointment of Authenticating Agent
	  	36
		
	 ARTICLE VII
	  	 
			
	 Section 7.1
	    	 Company to Furnish Trustee Names and Addresses of Holders
	  	38
	 Section 7.2
	    	 Preservation of Information; Communications to Holders
	  	38
	 Section 7.3
	    	 Reports by Trustee
	  	38
	 Section 7.4
	    	 Reports by Company
	  	38
		
	 ARTICLE VIII
	  	 
			
	 Section 8.1
	    	 Company May Consolidate, Etc., Only on Certain Terms
	  	39
	 Section 8.2
	    	 Successor Substituted
	  	39
		
	 ARTICLE IX
	  	 
			
	 Section 9.1
	    	 Supplemental Indentures Without Consent of Holders
	  	40
	 Section 9.2
	    	 Supplemental Indentures with Consent of Holders
	  	41
	 Section 9.3
	    	 Execution of Supplemental Indentures
	  	42
	 Section 9.4
	    	 Effect of Supplemental Indentures
	  	42
	 Section 9.5
	    	 Conformity with Trust Indenture Act
	  	42
	 Section 9.6
	    	 Reference in Securities to Supplemental Indentures
	  	42
		
	 ARTICLE X
	  	 
			
	 Section 10.1
	    	 Payment of Principal, Premium and Interest
	  	42
	 Section 10.2
	    	 Maintenance of Office or Agency
	  	43
	 Section 10.3
	    	 Money for Securities Payments to Be Held in Trust
	  	43
	 Section 10.4
	    	 Statement by Officers as to Default
	  	44

  

 iii 









					
	 Section 10.5
	    	 Existence
	  	44
	 Section 10.6
	    	 Maintenance of Properties
	  	45
	 Section 10.7
	    	 Payment of Taxes and Other Claims
	  	45
		
	ARTICLE XI	  	 
			
	 Section 11.1
	    	 Applicability of Article
	  	45
	 Section 11.2
	    	 Election to Redeem; Notice to Trustee
	  	45
	 Section 11.3
	    	 Selection by Trustee of Securities to Be Redeemed
	  	45
	 Section 11.4
	    	 Notice of Redemption
	  	46
	 Section 11.5
	    	 Deposit of Redemption Price
	  	47
	 Section 11.6
	    	 Securities Payable on Redemption Date
	  	47
	 Section 11.7
	    	 Securities Redeemed in Part
	  	47
		
	ARTICLE XII	  	 
			
	 Section 12.1
	    	 Applicability of Article
	  	47
	 Section 12.2
	    	 Satisfaction of Sinking Fund Payments with Securities
	  	48
	 Section 12.3
	    	 Redemption of Securities for Sinking Fund
	  	48
		
	ARTICLE XIII	  	 
			
	 Section 13.1
	    	 Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance
	  	48
	 Section 13.2
	    	 Defeasance and Discharge
	  	49
	 Section 13.3
	    	 Covenant Defeasance
	  	49
	 Section 13.4
	    	 Conditions to Defeasance or Covenant Defeasance
	  	49
	 Section 13.5
	    	 Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions
	  	51
	 Section 13.6
	    	 Reinstatement
	  	52
		
	ARTICLE XIV	  	 
			
	 Section 14.1
	    	 Securities Subordinate to Senior Indebtedness
	  	52
	 Section 14.2
	    	 Payment Over of Proceeds Upon Dissolution, Etc.
	  	52
	 Section 14.3
	    	 Prior Payment to Senior Indebtedness Upon Acceleration of Securities of Such Series
	  	53
	 Section 14.4
	    	 No Payment When Senior Indebtedness in Default
	  	54

  

 iv 









					
	 Section 14.5
	    	 Payment Permitted in Certain Situations
	  	54
	 Section 14.6
	    	 Subrogation to Rights of Holders of Senior Indebtedness
	  	55
	 Section 14.7
	    	 Provisions Solely to Define Relative Rights
	  	55
	 Section 14.8
	    	 Trustee to Effectuate Subordination
	  	55
	 Section 14.9
	    	 No Waiver of Subordination Provisions
	  	56
	 Section 14.10
	    	 Notice to Trustee
	  	56

  

 v 








 JUNIOR SUBORDINATED INDENTURE, dated as of
                    , 20     (the “Indenture”), between Argonaut Group, Inc., a corporation duly
organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 10101 Reunion Place, Suite 500, San Antonio, Texas 78216, and ____________________, a _________________, as
Trustee (herein called the “Trustee”). 
  
 RECITALS OF
THE COMPANY 
  
 The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture
provided. 
  
 All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been done. 
  
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
  
 For and in
consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows: 
  
 ARTICLE I 
  
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
  
 Section 1.1 Definitions. 
  
 For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
  
 (1) the terms defined in this Article I have the meanings
assigned to them in this Article I 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, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with
respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation; and 
  

(4) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other subdivision. 
  
 “Act,” when used with respect to any Holder, has the meaning specified in Section 1.4. 
  

 1 








 “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 
  
 “Authenticating Agent” means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities of one or more series. 
  
 “Board of Directors” means either the board of directors of the Company or any duly authorized committee of that board. 
  
 “Board Resolution” means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. 
  
 “Book-Entry Security” means a Security in the form prescribed in
Section 2.4 evidencing all or part of a series of Securities, issued to the Depository for such series or its nominee, and registered in the name of such Depository or nominee. 
  
 “Business Day,” when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close. 
  
 “Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time
after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. 
  
 “Company” means the Person named as the “Company” in the
first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 
  
 “Company Request” or “Company Order” means a written
request or order signed in the name of the Company by its Chairman of the Board, its Chief Executive Officer, its President, an Executive Vice President, a Senior Vice President or a Vice President, and by its Chief Financial Officer, its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee. 
  
 “Corporate Trust Office” means the principal office of the Trustee in Chicago, Illinois at which at any particular time its corporate trust business shall be administered. 
  
 “Corporation” means a corporation, association, company,
joint-stock company or business trust. 
  
 “covenant
defeasance” has the meaning specified in Section 13.3. 
  
 “Defaulted Interest” has the meaning specified in Section 3.7. 
  

 2 








 “defeasance” has the meaning specified in Section 13.2. 
  
 “Depository” means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Book-Entry Securities, the Person designated as Depository for such series by the Company pursuant to Section 3.1, which Person shall be a clearing agency registered under the
Exchange Act. 
  
 “Event of Default” has the meaning
specified in Section 5.1. 
  
 “Exchange Act” means
the Securities Exchange Act of 1934, as amended. 
  
 “Holder” means a Person in whose name a Security is registered in the Security Register. 
  
 “Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument, and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 3.1. 
  
 “interest,” when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest payable after Maturity. 
  
 “Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

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

  
 “Mortgage” means any mortgage, pledge, lien,
security interest, conditional sale or other title retention agreement or other similar encumbrance. 
  
 “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President, an Executive
Vice President, a Senior Vice President or a Vice President, and by the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers
signing an Officers’ Certificate given pursuant to Section 10.4 shall be the principal executive, financial or accounting officer of the Company. 
  
 “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company, and who shall be reasonably acceptable to the
Trustee. 
  
 “Original Issue Discount Security” means
any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2. 
  

 3 








 “Outstanding,” when used with respect to Securities, means, as of the date of determination,
all Securities theretofore authenticated and delivered under this Indenture, except: 
  
 (i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 
  
 (ii) Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such
Securities; provided, however that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and 
  
 (iii) Securities which have been paid pursuant to
Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; 
  
 provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, (i) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of
such determination upon acceleration of the Maturity thereof pursuant to Section 5.2, (ii) the principal amount of a Security denominated in one or more foreign currencies or currency units shall be the U.S. dollar equivalent, determined
in the manner provided as contemplated by Section 3.1 on the date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the U.S. dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in (i) above) of such Security, and (iii) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor
shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with
respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. 
  
 “Paying Agent” means any Person authorized by the Company to pay the principal of or any premium or interest on
any Securities on behalf of the Company. 
  
 “Person”
means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof. 
  

“Place of Payment,” when used with respect to the Securities of any series, means the place or places where the principal of and any premium
and interest on the Securities of that series are payable as specified as contemplated by Section 3.1. 
  

 4 








 “Predecessor Security” of any particular Security means every previous Security evidencing all
or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in exchange for or in lieu of a mutilated, destroyed, lost or
stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
  
 “Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture. 
  
 “Redemption Price,” when used with
respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. 
  
 “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 3.1. 
  
 “Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. 
  
 “Security Register” and “Security Registrar” have the respective meanings specified in Section 3.5.

  
 “Senior Indebtedness” means the principal of,
premium, if any and interest on any of the following, whether incurred on or prior to the date hereof or hereafter incurred: 
  
 (i) all indebtedness of the Company for money borrowed; 
  
 (ii) all obligations of the Company evidenced by notes, debentures, bonds or other similar instruments,
including obligations incurred in connection with the acquisition of property, assets or businesses; 
  
 (iii) all capital lease obligations of the Company; 
  
 (iv) all reimbursement obligations of the Company with respect to letters of credit, bankers’
acceptances or similar facilities issued for the account of the Company; 
  
 (v) all obligations of the Company issued or assumed as the deferred purchase price of property or services, including all obligations under master lease transactions pursuant to which the Company or any of its
Subsidiaries have agreed to be treated as owner of the subject property for federal income tax purposes (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business); 
  
 (vi) all payment obligations of the Company under interest
rate swap or similar agreements or foreign currency hedge, exchange or similar agreements at the time of determination, including any such obligations incurred by the Company solely to act as a hedge against increases in interest rates that may
occur under the terms of other outstanding variable or floating rate Indebtedness of the Company; 
  
 (vii) all obligations of the type referred to in clauses (i) through (vi) above of another Person, the payment of which the
Company has assumed or guaranteed or for which the Company is responsible or liable as obligor, guarantor or otherwise; and 
  

 5 








 (viii) all amendments, modifications, renewals, extensions, refinancings, replacements
and refundings by the Company of any such Senior Indebtedness referred to in clauses (i) through (vii) above (and of any such amended, modified, renewed, extended, refinanced, refunded or replaced Senior Indebtedness); 
  
 provided, however, that the following shall not constitute Senior Indebtedness: (A) any
indebtedness owed to a Person when such Person is a Subsidiary of the Company or (B) any indebtedness which by the terms of the instrument creating or evidencing the same expressly provides that it is not superior in right of payment to the
Securities. For purposes of this definition, “Senior Indebtedness” includes any obligation to pay principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses (including interest accruing on or
after the filing of any petition in bankruptcy or for reorganization relating to the Company whether or not a claim for post-petition interest is allowed in such proceeding). Any Senior Indebtedness shall continue to be Senior Indebtedness and
entitled to the benefits of the subordination provisions of Article XIV irrespective of any amendment, modification or waiver of any term of such Senior Indebtedness. 
  
 “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to
Section 3.7. 
  
 “Stated Maturity,” when used with
respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

  
 “Subsidiary” means any corporation of which the
Company directly or indirectly owns or controls stock which under ordinary circumstances (not dependent upon the happening of a contingency) has voting power to elect a majority of the board of directors of such corporation; provided, however, that
the term shall not include any such corporation if and so long as (i) such corporation does not own a Principal Domestic Property and (ii) the Chairman of the Board, the Chief Executive Officer, the President, an Executive Vice President,
a Senior Vice President or a Vice President, and the Chief Financial Officer, the Treasurer, or an Assistant Treasurer, of the Company determine in good faith at least annually that the then aggregate investments by the Company and its Domestic
Subsidiaries (including all guarantees and other extensions of credit) in such corporation are not of material importance to the total business conducted, or assets owned, by the Company and its Domestic Subsidiaries. 
  
 “Trustee” means the Person named as the “Trustee” in the
first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if
at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. 
  
 “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument
was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

  

 6 








 “Vice President,” when used with respect to the Company or the Trustee, means any vice
president, whether or not designated by a number or a word or words added before or after the title “vice president.” 
  
 Section 1.2 Compliance Certificates and Opinions. 
  
 Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the
Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. 
  
 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include 
  
 (1) a statement that each individual signing such
certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 
  
 (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; 
  
 (3) a
statement that, in the opinion of each such 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 covenant or condition has been complied with; and

  
 (4) a statement as to whether, in the opinion
of each such individual, such condition or covenant has been complied with. 
  
 Section 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. 
  
 Any certificate or
opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate
or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to such matters are erroneous. 
  

 7 








 Where any Person is required to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
  
 Section 1.4 Acts of Holders; Record Dates. 
  
 (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to
Section 6.1) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 1.4. 
  
 (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of
the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
  
 (c) The Company may, in the circumstances permitted by the Trust Indenture Act, fix any day as the record date for the purpose of
determining the Holders of Securities of any series entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted to be given or taken by Holders of
Securities of such series. If not set by the Company prior to the first solicitation of a Holder of Securities of such series made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for
any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 7.1) prior to such first solicitation or vote, as the case may be. With regard to any record
date for action to be taken by the Holders of one or more series of Securities, only the Holders of Securities of such series on such date (or their duly designated proxies) shall be entitled to give or take, or vote on, the relevant action.

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

 8 








 Section 1.5 Notices, Etc., to Trustee and Company. 
  
 Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or
permitted by this Indenture to be made upon, given or furnished to, or filed with, 
  
 (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at its Corporate Trust Office, Attention: ____________________, or 
  
 (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument, Attention: General Counsel or at any other address previously
furnished in writing to the Trustee by the Company. 
  
 Section 1.6 Notice to
Holders; Waiver. 
  
 Where this Indenture provides for notice to
Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security
Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled
to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any
action taken in reliance upon such waiver. 
  
 In case by reason
of the suspension of regular mail service or by reason of any other 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. 
  
 Section 1.7 Conflict with Trust Indenture Act.

  
 If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that
may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. 
  
 Section 1.8 Effect of Headings and Table of Contents. 
  
 The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 
  

 9 








 Section 1.9 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 1.10 Separability Clause. 
  
 In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  

Section 1.11 Benefits of Indenture. 
  
 Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder
and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 
  
 Section 1.12 Governing Law. 
  
 This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. 
  
 Section 1.13 Legal Holidays. 
  
 In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities (other than a provision of the Securities of any series which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or
at the Stated Maturity; provided, however, that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. 
  
 ARTICLE II 
  
 SECURITY FORMS 
  
 Section 2.1 Forms Generally. 
  
 The Securities of each series shall be in substantially the form set forth in this Article II, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as
may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form of Securities of any series
is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of
the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities. 
  

 10 








 The definitive Securities may be printed, lithographed or engraved on steel engraved borders or may be
produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. 
  
 Section 2.2 Form of Face of Security. 
  
 [Insert any legend required by the Internal Revenue Code and the regulations thereunder.] 
  
 Argonaut Group, Inc. 
  

							
	No.                         	 	 	 	 	 	$                        

  
 Argonaut Group, Inc.,
a corporation duly organized and existing under the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to
_______________________________________, or registered assigns, the principal sum of __________________________________ Dollars on __________________________ _______________________________ [if the Security is to bear interest, prior to Maturity,
insert -, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on ______________________ and ____________________ in each year, commencing
________________, at the rate of _______% per annum, until the principal hereof is paid or made available for payment [if applicable, insert -, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of
_______% per annum on any overdue principal and premium and on any overdue installment of interest]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______ or _________ (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities of this
series not more than 15 days and not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may
be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. 
  
 [If the Security is not to bear interest prior to Maturity, insert - The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of _______% per annum (to the extent that the payment of such interest
shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on
any overdue principal that is not so paid on demand shall bear interest at the rate of ________% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to
the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] 
  

 11 








 Payment of the principal of (and premium, if any) and [if applicable insert - any such] interest on this
Security will be made at the office or agency of the Company maintained for that purpose in [____________________,] in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private
debts [if applicable insert -; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register]. 
  
 The indebtedness evidenced by this Security is, to the extent provided in the
Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting
the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his, her or its behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and
(c) appoints the Trustee his, her or its attorney-in-fact for any and all such purposes. Each Holder hereof, by his, her or its acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. 
  
 Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place. 
  
 Unless the
certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

  
 IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed. 
  
 Dated: 
  

			
	 ARGONAUT GROUP, INC.

		
	By	 	 


  

	
	 Attest:

	
	  

  
 Section 2.3 Form of Reverse of
Security. 
  
 This Security is one of a duly authorized issue of
securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
[                                        ]
(herein called the “Indenture”), between the Company and ___________________, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior 

  

 12 








 
Indebtedness, and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof [, limited in aggregate principal amount to $_________________]. 
  
 [If applicable, insert - The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, [if applicable, insert -
(1) on _______________ in any year commencing with the year ____________ and ending with the year ___________ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [on
or after ___________________, 20_____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [on or before ___________________, _____%, and if
redeemed] during the 12-month period beginning ______________________ of the years indicated, 
  

							
	Year

	 	Redemption
Price

	 	Year

	 	Redemption
Price


	 	 	 	 	 	 	 

  
 and thereafter at a Redemption Price
equal to _______% of the principal amount, together in the case of any such redemption [if applicable insert - (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments
whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Indenture.] 
  
 [If applicable, insert -
The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on _______________ in any year commencing with the year __________ and ending with the year __________ through operation of the sinking
fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [on or after __________________], as a whole
or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month
period beginning _____________________________ of the years indicated, 
  

			
	 Redemption Price
 For Redemption
 Through Operation
 of the Sinking Fund

	 	 Redemption Price
 For Redemption Other
 Than Through Operation Year
of the Sinking
Fund


	 	 	 

  

 13 








 and thereafter at a Redemption Price equal to __________% of the principal amount, together in the case of any such
redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] 
  
 [Notwithstanding the foregoing, the Company may not, prior to ______________________, redeem any Securities of this series
as contemplated by [Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in
accordance with generally accepted financial practice) of less than __________% per annum.] 
  
 [The sinking fund for this series provides for the redemption on _________ in each year beginning with the year ________________ and ending with the year _______________ of [not less than $_____________________
(“mandatory sinking fund”) and not more than] $________________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company other than through [mandatory] sinking fund payments may
be credited against subsequent [mandatory] sinking fund payments otherwise required to be made [in the inverse order in which they become due].] 
  
 [If the Security is subject to redemption, insert - In the event of redemption of this Security in part only, a new Security or Securities of this series
and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] 
  
 [If the Security is not an Original Issue Discount Security, insert - If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] 
  
 [If the Security is an Original Issue Discount Security, insert - If an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to - insert formula for determining the amount. Upon payment
(i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the
Company’s obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] 
  
 [The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security or] certain restrictive covenants and Events of
Default with respect to this Security [, in each case] upon compliance with certain conditions set forth therein.] 
  
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of 

  

 14 








 
the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages
in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
  
 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 
  
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is
registerable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this
series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
  

The Securities of this series are issuable only in registered form without coupons in denominations of $ _________________ and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same. 
  
 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
  
 Prior to due presentment of this 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 this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary. 
  
 All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 
  
 Section 2.4 Additional Provisions Required in Book-Entry Security. 
  
 Any Book-Entry Security issued hereunder shall, in addition to the provisions contained in Sections 2.2 and 2.3, bear a legend in substantially the
following form: 
  
 “This Security is a
Book-Entry Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a 

  

 15 








 
Depository or a nominee of a Depository. This Security is exchangeable for Securities registered in the name of a person other than the Depository or its
nominee only in the limited circumstances described in the Indenture and may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the
Depository.” 
  
 Section 2.5 Form of Trustee’s Certificate of
Authentication. 
  
 The Trustee’s certificates 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. 
  


			
	 __________________________,

	 As Trustee

		
	 By
	 	 
	 	 	 Authorized Officer



  
 ARTICLE III

  
 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. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any series, 
  
 (1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);

  
 (2) any limit upon the aggregate principal
amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder); 
  
 (3) the Person to whom any interest on a Security of the
series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; 
  

 16 








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

  
 (5) the rate or rates at which the Securities
of the series shall bear interest, if any, or the method of calculating such rate or rates of interest, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular
Record Date for any interest payable on any Interest Payment Date; 
  
 (6) the place or places where the principal of and any premium and interest on Securities of the series shall be payable; 
  
 (7) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may
be redeemed, in whole or in part, at the option of the Company; 
  
 (8) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods
within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; 
  
 (9) if other than denominations of $1,000 and any integral
multiple of $1,000 in excess thereof, the denominations in which Securities of the series shall be issuable; 
  
 (10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the
series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in
Section 1.1; 
  
 (11) if the amount of
payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined; 
  
 (12) if the principal of or any premium or interest on any
Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or
currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is
to be made; 
  
 (13) the application, if any, of
Section 13.2 or 13.3 to the Securities of any series; 
  
 (14) whether the Securities of the series shall be issued in whole or in part in the form of one or more Book-Entry Securities and, in such case, the 

  

 17 








 
Depository with respect to such Book-Entry Security or Securities and the circumstances under which any Book-Entry Security may be registered for transfer or
exchange, or authenticated and delivered, in the name of a Person other than such Depository or its nominee, if other than as set forth in Section 3.5; 
  
 (15) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2; 
  
 (16) the right, if any, of the Holders of the Securities to convert the Securities into shares of the Company’s common stock, par
value $0.10 per share, or shares of the Company’s preferred stock, par value $0.10 per share; and 
  
 (17) any other terms or conditions of the Securities of the series to be issued. 
  
 The Securities of each series shall be subordinated in the right of payment
to Senior Indebtedness as provided in Article XIV with any modifications, changes, deletions or additions thereto established pursuant to this Section 3.1. 
  

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to
the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. 
  
 If any of the terms of the series are established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth
the terms of the series. 
  
 Section 3.2 Denominations. 
  
 The Securities of each series shall be issuable in registered form without
coupons in such denominations as shall be specified as contemplated by Section 3.1. In the absence of any such provisions with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000
and any integral multiple thereof. 
  
 Section 3.3 Execution, Authentication,
Delivery and Dating. 
  
 The Securities shall be executed on
behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, an Executive Vice President, a Senior Vice President or a Vice President of the Company, attested by its Secretary or one of its Assistant Secretaries.
The signature of any of these officers on the Securities may be manual or facsimile. 
  
 Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. 
  

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 At any time and from time to time after the execution and delivery of this Indenture, the Company may
deliver Securities of any Series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate
and deliver such Securities. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating, 
  
 (a) if the form of such Securities has been established by
or pursuant to Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture; 
  
 (b) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that such
terms have been established in conformity with the provisions of this Indenture; and 
  
 (c) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 
  
 If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 
  
 Notwithstanding the provisions of Section 3.1 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such
series to be issued. 
  
 Each Security shall be dated the date of
its authentication. 
  
 No Security shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 
  

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 Section 3.4 Temporary Securities. 
  
 Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee
shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. 
  
 If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series
upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any
series the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. 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 and tenor. 
  
 Section 3.5 Registration, Registration of Transfer and Exchange. 
  
 The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such
office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. 
  
 Upon surrender for registration of transfer of any Security of any series at
the office or agency in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor. 
  
 At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the
Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled
to receive. 
  
 All Securities issued upon any registration of
transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

  

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 Every Security presented or surrendered for registration of transfer or for exchange shall (if so
required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in
writing. 
  
 No service charge shall be made for any registration
of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer. 
  
 The Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice
of redemption of Securities of that series selected for redemption under Section 11.3 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption
in whole or in part, except the unredeemed portion of any Security being redeemed in part. 
  
 Notwithstanding the foregoing, any Book-Entry Security shall be exchangeable pursuant to this Section 3.5 for Securities registered in the name of Persons other than the Depository for such Security or its
nominee only if (i) such Depository notifies the Company that it is unwilling or unable to continue as Depository for such Book-Entry Security or if at any time such Depository ceases to be a clearing agency registered under the Exchange Act,
(ii) the Company executes and delivers to the Trustee a Company Order that such Book-Entry Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities. Any
Book-Entry Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as such Depository shall direct. 
  
 Notwithstanding any other provision in this Indenture, a Book-Entry Security may not be transferred except as a whole by the
Depository with respect to such Book-Entry Security to a nominee of such Depository or by a nominee of such Depository to such a Depository or another nominee of such Depository. 
  
 Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities. 
  
 If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 
  
 If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and
(ii) such security or indemnity as may be required by them to 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 has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding. 
  

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 In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
  
 Upon the issuance of any new Security under this Section 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) connected therewith. 
  
 Every new Security of any series issued pursuant to this Section 3.6 in lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and
all other Securities of that series duly issued hereunder. 
  
 The
provisions of this Section 3.6 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
  
 Section 3.7 Payment of Interest; Interest Rights Preserved. 
  
 Except as otherwise provided as contemplated by Section 3.1 with
respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such interest. 
  
 Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be
payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below: 
  
 (1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more
than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted 

  

 22 








 
Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at his address as it
appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to
the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).

  
 (2) The Company may make payment of any
Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if,
after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee. 
  
 Subject to the foregoing provisions of this Section 3.7, each Security delivered under this Indenture upon registration
of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 
  
 Section 3.8 Persons Deemed Owners. 
  
 Prior to due presentment of a 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 Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 3.7) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 
  
 Section 3.9 Cancellation. 
  
 All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and
sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 3.9, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of as directed by a Company Order. 
  
 Section 3.10 Computation of Interest. 
  
 Except as otherwise specified as contemplated by Section 3.1 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

  

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 ARTICLE IV 
  
 SATISFACTION AND DISCHARGE 
  
 Section 4.1 Satisfaction and Discharge of Indenture. 
  
 This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 
  
 (1) either 
  
 (A) all Securities theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities 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 such Securities not theretofore delivered to the Trustee for cancellation 
  
 (i) have become due and payable, or 
  
 (ii) will become due and payable at their Stated Maturity
within one year, or 
  
 (iii) are to be called
for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, 
  
 and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of
such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 
  
 (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and 
  
 (3) the Company has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 
  
 Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause
(1) of this Section 4.1, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive. 
  

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 Section 4.2 Application of Trust Money. 
  
 Subject to provisions of the last paragraph of Section 10.3, all money deposited with the Trustee pursuant to
Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as
the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee. 
  
 ARTICLE V 
  
 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): 
  
 (1) default in the payment of any interest upon any Security of that series when it becomes due and payable,
and continuance of such default for a period of 30 days; or 
  
 (2) default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity; or 
  
 (3) default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or 
  
 (4) default in the performance, or breach, of any covenant
or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section 5.1 specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of
Default” hereunder; or 
  
 (5) the entry by
a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or
(B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State
law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company 

  

 25 








 
or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for
relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or 
  
 (6) the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the
taking of corporate action by the Company in furtherance of any such action; or 
  
 (7) any event which constitutes an “Event of Default” under the terms governing Securities of that series established as
provided in Section 3.1. 
  
 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 occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or,
if any of the Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable; provided, however, that the payment of
principal and interest and all other amounts due with respect to such Securities shall remain subordinated to the extent provided in Article XIV. 
  
 At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of
the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if 
  
 (1) the Company has paid or deposited with the Trustee a sum sufficient to pay 
  
 (A) all overdue interest on all Securities of that series, 
  
 (B) the principal of (and premium, if any, on) any Securities of that series which have become due
otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities, 
  

 26 








 (C) to the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor in such Securities, and 
  
 (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; 
  
 and 
  
 (2) all Events of Default with respect to Securities of that
series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 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 interest on any
Security when such interest becomes due and payable and such default continues for a period of 30 days, or 
  
 (2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, 
  
 the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of
such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on
any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel. 
  
 If 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 by such
appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy. 
  
 Section 5.4 Trustee May
File Proofs of Claim. 
  
 In case of any judicial proceeding
relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to
distribute the same; and any 

  

 27 








 
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.7. 
  
 No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
  
 Section 5.5 Trustee May Enforce Claims Without Possession of Securities. 
  
 All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of
an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered. 
  
 Section 5.6 Application of Money Collected. 
  
 Any
money collected by the Trustee pursuant to this Article V 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 or interest, upon
presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 
  
 FIRST: To the payment of all amounts due the Trustee under Section 6.7; and 
  
 SECOND: To the payment of the amounts then due and unpaid for principal of and any premium and interest on
the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium and
interest, respectively. 
  
 Section 5.7 Limitation on Suits. 
  
 No Holder of any Security of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless 
  
 (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with
respect to the Securities of that series; 
  
 (2)
the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

  

 28 








 (3) such Holder or Holders have offered to the Trustee reasonable indemnity against the
costs, expenses and liabilities to be incurred in compliance with such request; 
  
 (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;
and 
  
 (5) no direction inconsistent with
such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; 
  
 it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. 
  
 Section 5.8 Unconditional Right of Holders to Receive Principal, Premium and Interest. 
  
 Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Section 3.7) any interest on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 
  
 Section 5.9 Restoration of Rights and Remedies. 
  
 If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. 
  
 Section 5.10 Rights and Remedies Cumulative. 
  

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

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 Section 5.11 Delay or Omission Not Waiver. 
  
 No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
  
 Section 5.12 Control by Holders. 
  
 The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred on the Trustee, with respect to the Securities of such series; provided, however, that 
  
 (1) such direction shall not be in conflict with any rule of law or with this Indenture, and 
  
 (2) the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction. 
  
 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 may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default

  
 (1) in the payment of the principal of or any
premium or interest on any Security of such series, or 
  
 (2) in respect of a covenant or provision hereof which under Article IX 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 Undertaking for Costs. 
  
 In any suit for the enforcement of any right or remedy under this Indenture,
or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party
litigant, in the manner and to the extent provided in the Trust Indenture Act; provided, however, that neither this Section 5.14 nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such
an assessment in any suit instituted by the Company or the Trustee. 
  

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 Section 5.15 Waiver of Stay or Extension Laws. 
  
 The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted. 
  
 ARTICLE VI 
  
 THE TRUSTEE 
  
 Section 6.1 Certain Duties and Responsibilities. 
  
 The duties and responsibilities of the Trustee shall be as provided by the
Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so
provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1. 
  
 Section 6.2 Notice of Defaults. 
  
 If a default occurs hereunder with respect to Securities of any series, the
Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section 5.1(4) with
respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section 6.2, the term “default” means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to Securities of such series. 
  
 Section 6.3 Certain Rights of Trustee. 
  
 Subject to the provisions of Section 6.1: 
  
 (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or
parties; 
  
 (b) any request or direction of the
Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; 
  

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 (c) whenever in the administration of this Indenture the Trustee shall deem it desirable
that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’
Certificate; 
  
 (d) the Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 

 
 (e) the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such request or direction; 
  
 (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; and

  
 (g) the Trustee may execute any of the trusts
or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it
hereunder. 
  
 Section 6.4 Not Responsible for Recitals or Issuance of
Securities. 
  
 The recitals contained herein and in the
Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee or any Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Securities. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of Securities or the proceeds thereof. 
  
 Section 6.5 May Hold Securities. 
  
 The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.8 and 6.13, may otherwise deal with the Company with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 
  
 Section 6.6 Money Held in Trust. 
  
 Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed
with the Company. 
  

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 Section 6.7 Compensation and Reimbursement. 
  
 The Company agrees: 
  
 (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 
  
 (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as
may be attributable to its negligence or bad faith; and 
  
 (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. 
  
 Section 6.8 Disqualification; Conflicting Interests. 
  
 If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. 
  
 Section 6.9 Corporate Trustee Required; Eligibility. 
  
 There shall at all times be a Trustee hereunder which shall be a Person that
is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section 6.9, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.9, it shall resign immediately in the manner and with the effect hereinafter specified in this Article VI. 
  
 Section 6.10 Resignation and Removal; Appointment of Successor. 
  
 (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11. 
  
 (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the Company. If the instrument of 

  

 33 








 
acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice
of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
  
 (c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. 
  
 (d) If at any time: 
  
 (1) the Trustee shall fail to comply with Section 6.8 after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months, or 
  
 (2) the Trustee shall cease to be eligible under Section 6.9 and shall fail to resign after written request therefor by the Company or by any such Holder, or 
  
 (3) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, 
  
 then, in any such case, (i) the Company by a Board
Resolution may remove the Trustee with respect to all securities, or (ii) subject to Section 5.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 
  
 (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in
the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall
comply with the applicable requirements of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed
by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, 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 and accepted appointment in the manner required by Section 6.11, any Holder who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
  

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 (f) The Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 1.6. Each notice shall include
the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 
  
 Section 6.11 Acceptance of Appointment by Successor. 
  
 (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder. 
  
 (b) In case of the
appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor
Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which
the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent
provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 
  
 (c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) and (b) of this Section, as the case may be. 
  

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 (d) No successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this Article VI. 
  
 Section 6.12 Merger, Conversion, Consolidation or Succession to Business. 
  
 Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation
shall be otherwise qualified and eligible under this Article VI, 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 6.13 Preferential Collection of
Claims Against Company. 
  
 If and when the Trustee shall be or
become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). 
  
 Section 6.14 Appointment of Authenticating Agent. 
  
 The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof 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 shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by
Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.14, the
combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.14. 
  
 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 

  

 36 








 
or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an
Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.14, 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 to 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 to 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 6.14, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their
names and addresses appear in the Security Register. 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 6.14. 
  
 The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this
Section 6.14. 
  
 If an appointment with respect to one or
more series is made pursuant to this Section 6.14, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

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

					
	_________________________,
	As Trustee
			
	By	 	 	 	,
	 	 	As Authenticating Agent	 	 
			
	By	 	 	 	,
	 	 	Authorized Officer	 	 


  

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 ARTICLE VII 
  
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 
  
 Section 7.1 Company to Furnish Trustee Names and Addresses of Holders. 
  
 The Company will furnish or cause to be furnished to the Trustee: 
  
 (a) semi-annually and not more than 15 days after each record date for the payment of interest on such
Securities, as hereinabove specified, as of such record date and on dates to be determined pursuant to Section 3.1 for non-interest bearing securities in each year; and 
  
 (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the
Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; 
  
 excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar. 
  
 Section 7.2 Preservation of Information; Communications to Holders. 
  
 (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished. 
  
 (b) The rights of the Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities,
and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. 
  
 (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act. 
  
 Section 7.3 Reports by Trustee. 
  
 (a) The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. 
  
 (b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee
with each stock exchange upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange. 
  
 Section 7.4 Reports by Company. 
  
 The Company shall file with the Trustee and the Commission, and transmit to
Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided, however, that any such information,
documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission. 
  

 38 








 ARTICLE VIII 
  
 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 
  
 Section 8.1 Company May Consolidate, Etc., Only on Certain Terms. 
  
 The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: 
  
 (1) in case the Company shall consolidate with or merge into
another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the
District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all
the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; 
  
 (2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a
Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing; 
  
 (3)
if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by
this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby; and 
  
 (4) the Company has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply
with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with. 
  
 Section 8.2 Successor Substituted. 
  
 Upon any consolidation of 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 

  

 39 








 
substantially as an entirety in accordance with Section 8.1, the successor Person formed by such consolidation or into which the Company is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company
herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. 
  
 ARTICLE IX 
  
 SUPPLEMENTAL INDENTURES 
  
 Section 9.1 Supplemental Indentures Without Consent of Holders. 
  
 Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 
  
 (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company
herein and in the Securities; or 
  
 (2) to add
to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely
for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or 
  
 (3) to add any additional Events of Default; or 
  

(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the
issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or 
  
 (5) to add to, change or eliminate any of the provisions of
this Indenture in respect of one or more series of Securities; provided, however, that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such pre-existing series of any Security with respect to such provision or (ii) shall become effective only when there is no such
pre-existing series of a Security Outstanding; or 
  
 (6) to secure the Securities; or 
  
 (7)
to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or 
  

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 (8) 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 6.11(b); or 
  
 (9) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under
this Indenture; provided, however, that such action pursuant to this clause (9) shall not adversely affect the interests of the Holders of Securities of any series in any material respect. 
  
 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 a 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; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: 
  
 (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any
Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit
for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or 
  
 (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for
any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or 

 
 (3) modify any of the provisions of this Section 9.2
or Section 5.13, 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; provided,
however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 9.2, or the deletion of this proviso, in accordance
with the requirements of Sections 6.11(b) and 9.1(8). 
  

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 A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has
expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect
the rights under this Indenture of the Holders of Securities of any other series. 
  
 It shall not be necessary for any Act of Holders under this Section 9.2 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. 
  
 In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an
Officer’s Certificate and an Opinion of Counsel each stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 
  
 Section 9.4 Effect of Supplemental Indentures. 
  
 Upon the execution of any supplemental indenture under this Article IX, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 
  
 Section 9.5 Conformity with Trust Indenture Act. 
  
 Every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act. 
  
 Section 9.6 Reference in Securities to Supplemental Indentures. 
  
 Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article IX may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new
Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series. 
  
 ARTICLE X 
  
 COVENANTS 
  
 Section 10.1 Payment of Principal, Premium and Interest. 
  
 The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the
principal of and any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture. 
  

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 Section 10.2 Maintenance of Office or Agency. 
  
 The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that
series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this
Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands. 
  
 The
Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may 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 will give prompt written
notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 
  
 Section 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 will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. 
  
 Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of or any premium
or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its action or failure so to act. 
  
 The Company
will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 10.3, that
such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in
the making of any payment in respect of the Securities of that series, and upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series.

  
 The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such 

  

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sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money. 
  
 Any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or
interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only
to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in
[                    ], 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, any unclaimed balance of such money then remaining will be repaid to the Company. 
  
 Section 10.4 Statement by Officers as to Default. 
  
 The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’
Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. 
  
 Section 10.5 Existence. 
  
 Subject to Article VIII, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights
(charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct
of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders. 
  

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 Section 10.6 Maintenance of Properties. 
  
 The Company will cause all properties used or useful in the conduct of its business or the business of any Subsidiary to be
maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the
Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section 10.6 shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any Subsidiary and not disadvantageous in any material respect to the Holders.

  
 Section 10.7 Payment of Taxes and Other Claims. 
  
 The Company will pay or discharge or cause to be paid or discharged, before
the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary and (2) all lawful claims
for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings. 
  
 ARTICLE XI 
  
 REDEMPTION OF SECURITIES 
  
 Section 11.1 Applicability of Article. 
  
 Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.1 for Securities of any series) in accordance
with this Article XI. 
  
 Section 11.2 Election to Redeem; Notice to Trustee.

  
 The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of the Company of less than all the Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption
of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with
such restriction. 
  
 Section 11.3 Selection by Trustee of Securities to Be
Redeemed. 
  
 If less than all the Securities of any series are
to be redeemed (unless all of the Securities of such series and of a specified tenor are to be redeemed), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the 

  

 45 








 
Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series. If less than all of the Securities of such series and of a specified tenor are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60
days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. 
  
 The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. 
  
 For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. 
  

Section 11.4 Notice of Redemption. 
  
 Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the Security Register. 
  
 All notices of redemption shall state: 
  
 (1) the Redemption Date, 
  
 (2) the Redemption Price, 
  
 (3) if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption of any Securities, the principal amounts) of the particular Securities to be
redeemed, 
  
 (4) that on the Redemption Date the
Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, 
  
 (5) the place or places where such Securities are to be surrendered for payment of the Redemption Price, and

  
 (6) that the redemption is for a sinking
fund, if such is the case. 
  
 Notice of redemption of Securities
to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. 
  

 46 








 Section 11.5 Deposit of Redemption Price. 
  
 Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on,
all the Securities which are to be redeemed on that date. 
  
 Section 11.6
Securities Payable on Redemption Date. 
  
 Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.1, installments of interest 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 relevant Record Dates according to their terms and the provisions of Section 3.7. 
  
 If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
  

Section 11.7 Securities Redeemed in Part. 
  
 Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, 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 Book-Entry Security is so surrendered, such new Security so issued shall be a new Book-Entry Security. 
  
 ARTICLE XII 
  
 SINKING FUNDS 
  
 Section 12.1 Applicability of Article. 
  
 The provisions of this Article XII shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.1 for Securities of such series. 
  
 The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any 

  

 47 








 
payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund
payment.” If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 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. 
  
 Section 12.2 Satisfaction of Sinking Fund Payments with Securities. 
  
 The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided, however, that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly. 
  
 Section 12.3 Redemption of Securities for Sinking Fund.

  
 Not less than 60 days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing 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 Securities of that series pursuant to Section 12.2 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 45 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 Sections
11.6 and 11.7. 
  
 ARTICLE XIII 
  
 DEFEASANCE AND COVENANT DEFEASANCE 
  
 Section 13.1 Applicability of Article; Company’s Option to Effect Defeasance or
Covenant Defeasance. 
  
 If pursuant to Section 3.1
provision is made for either or both of (a) defeasance of the Securities of a series under Section 13.2 or (b) covenant defeasance of the Securities of a series under Section 13.3, then the provisions of such Section or Sections,
as the case may be, together with the other provisions of this Article XIII, shall be applicable to the Securities of such series, and the Company may at its option by Board Resolution, at any time, with respect to the Securities of such series,
elect to have either Section 13.2 (if applicable) or Section 13.3 (if applicable) be applied to the Outstanding Securities of such series upon compliance with the conditions set forth below in this Article XIII. 
  

 48 








 Section 13.2 Defeasance and Discharge. 
  
 Upon the Company’s exercise of the above option applicable to this Section 13.2, the Company shall be deemed to
have been discharged from its obligations with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below 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 the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as
such Securities 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 thereunder: (A) the
rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 as more fully set forth in such Section, payments of the principal of (and premium and interest, if any, on) such
Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3 and such obligations as shall be ancillary thereto, (C) the rights, powers, trusts,
duties, immunities and other provisions in respect of the Trustee hereunder and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior
exercise of its option under Section 13.3 with respect to the Securities of such series. 
  
 Section 13.3 Covenant Defeasance. 
  
 Upon the Company’s exercise of the above option applicable to this Section 13.3, the Company shall be released from its obligations under Section 8.1 (and any covenant applicable to such Securities that are determined
pursuant to Section 3.1 to be subject to this provision) and the occurrence of an event specified in Section 5.1(4) (with respect to Section 8.1) (and any other Event of Default applicable to such Securities that are determined
pursuant to Section 3.1 to be subject to this provision) shall not be deemed to be an Event of Default with respect to the Outstanding Securities of such series on and after the date the conditions set forth below are satisfied (hereinafter,
“covenant defeasance”). For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities of such series, 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 clause whether directly or indirectly by reason of any reference elsewhere herein to any such Section or clause or by reason of any reference in any such Section or clause to any other provision herein or
in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby. 
  
 Section 13.4 Conditions to Defeasance or Covenant Defeasance. 
  
 The following shall be the conditions precedent to application of either Section 13.2 or Section 13.3 to the Outstanding Securities of such
series: 
  
 (1) The Company shall irrevocably
have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 6.9 who shall agree to comply with the provisions of this Article XIII 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, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their terms will provide, not later 

  

 49 








 
than one day before the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, without reinvestment, 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,
the principal of (and premium and interest, if any on) the Outstanding Securities of such series on the Maturity of such principal, or premium and interest, if any. Before such a deposit the Company may make arrangements satisfactory to the Trustee
for the redemption of Securities at a future date or dates in accordance with Article XI, which shall be given effect in applying the foregoing. For this purpose, “U.S. Government Obligations” means securities that are (x) direct
obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the
payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository
receipt issued by a bank (as defined in section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government
Obligation held by such custodian for the account of the holder of such 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 depositary
receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depositary receipt. 
  
 (2) No Event of Default or event which with notice or lapse
of time or both would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing (A) on the date of such deposit or (B) insofar as subsections 5.1(5) and (6) are concerned, at any
time during the period ending on the 121st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period applicable to the Company in respect of such deposit (it being understood that
the condition in this condition shall not be deemed satisfied until the expiration of such period). 
  
 (3) Such defeasance or covenant defeasance shall not (A) cause the Trustee for the Securities of such series to have a
conflicting interest as defined in Section 6.8 or for purposes of the Trust Indenture Act with respect to any securities of the Company or (B) result in the trust arising from such deposit to constitute, unless it is qualified as, a
regulated investment company under the Investment Company Act of 1940, as amended. 
  
 (4) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or
any other agreement or instrument to which the Company is a party or by which it is bound. 
  
 (5) In the case of an election under Section 13.2, the Company shall have delivered to the Trustee an Opinion of Counsel stating that
(x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of this Indenture there has been a change in the 

  

 50 








 
applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding
Securities of such series 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. 
  
 (6) In the case of an election under Section 13.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of such series 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. 
  
 (7) Such defeasance or covenant
defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.1. 
  
 (8) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent provided for relating to either the defeasance under Section 13.2 or the covenant defeasance under Section 13.3 (as the case may be) have been complied with. 
  
 Section 13.5 Deposited Money and U.S. Government Obligations to be Held in Trust; Other
Miscellaneous Provisions. 
  
 Subject to the provisions of the
last paragraph of Section 10.3, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes of this Section 13.5, the “Trustee”)
pursuant to Section 13.4 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or
through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal (and premium, if any) and
interest, but such money need not be segregated from other funds except to the extent required by law. 
  
 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government
Obligations deposited pursuant to Section 13.4 or the principal and interest received in respect thereof. 
  
 Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S.
Government Obligations held by it as provided in Section 13.4 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 an equivalent defeasance or covenant defeasance. 
  

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 Section 13.6 Reinstatement. 
  
 If the Trustee or the Paying Agent is unable to apply any money in accordance with Section 13.2 or 13.3 by reason of
any order or judgment or any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under the Securities of such series shall be revived and reinstated as though no
deposit had occurred pursuant to this Article XIII until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 13.2 or 13.3; provided, however, that if the Company makes any payment of
principal of (and premium, if any) or interest on any such Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the
Trustee or the Paying Agent. 
  
 ARTICLE XIV 
  
 Subordination of Securities 
  
 Section 14.1 Securities Subordinate to Senior Indebtedness. 
  
 The Company, for itself, its successors and assigns, covenants and agrees,
and each Holder of the Securities of each series, by its acceptance thereof, likewise covenants and agrees, that the payment of the principal of and premium, if any, and interest, if any, on each and all of the Securities of any series which by
their terms established pursuant to Sections 2.1 and 3.1 are made subject to this Article XIV is hereby expressly subordinated, to the extent and in the manner set forth in this Article XIV, in right of payment to the prior payment in full of all
Senior Indebtedness. 
  
 Each Holder of the Securities of such
series, by its acceptance thereof, authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article XIV, and appoints the Trustee its attorney-in-fact
for any and all such purposes. 
  
 Without limiting the generality
of the foregoing, nothing contained in this Article XIV shall restrict the right of the Trustee or the Holders of Securities to take any action to declare the Securities to be due and payable prior to their stated maturity pursuant to
Section 5.2 or to pursue any rights or remedies hereunder; provided, however, that all Senior Indebtedness then due and payable shall first be paid in full before the Holders of the Securities or the Trustee are entitled to receive any direct
or indirect payment from the Company of principal of, or premium, if any, or interest on the Securities. 
  
 Section 14.2 Payment Over of Proceeds Upon Dissolution, Etc. 
  
 Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall
first be paid in full; or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company, on account of the principal (and premium, if any) or interest on the Securities of such series; and upon any
such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities of such
series or the Trustee 

  

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would be entitled to receive from the Company, except for the provisions of this Article XIV, shall be paid by the Company or by any receiver, trustee in
bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities of such series or by the Trustee under the Indenture if received by them or it, directly to the holders of Senior
Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under
any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money’s worth,
after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders of the Securities of such series or to the Trustee. 
  
 In the event that, notwithstanding the foregoing, any payment or distribution
of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such
payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all
Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for
the benefit of the holders of such Senior Indebtedness. 
  
 For
purposes of this Article XIV only, the words “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a
plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities of such series are so
subordinated as provided in this Article XIV. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets
substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and
liabilities of the Company for the purposes of this Section 14.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as
an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIII. 
  

Section 14.3 Prior Payment to Senior Indebtedness Upon Acceleration of Securities of Such Series 
  
 In the event that any Securities of such series are declared due and payable before their Stated Maturity, then and in such
event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness or provision shall be made for such payment in cash, before the Holders 

  

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of the Securities of such series are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other
indebtedness of the Company being subordinated to the payment of the Securities of such series) by the Company on account of the principal of (or premium, if any) or interest on the Securities of such series or on account of the purchase or other
acquisition of Securities of such series; provided, however, that nothing in this Section 14.4 shall prevent the satisfaction of any sinking fund payment in accordance with Article [____] by delivering and crediting pursuant to Section [___]
Securities of such series which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration or which have been converted. 
  
 In the event, that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Securities prohibited by the
foregoing provisions of this Section 14.3, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company. 
  
 Section 14.4 No Payment When Senior
Indebtedness in Default. 
  
 No direct or indirect payment by or
on behalf of the Company of principal of or any premium or interest on the Securities of such series, whether pursuant to the terms of the Securities or upon acceleration or otherwise, shall be made if, at the time of such payment, there exists
(a) a default in the payment of all or any portion of any Senior Indebtedness and the Trustee has received written notice thereof from the Company, from holders of Senior Indebtedness or from any trustee, representative or agent therefor, or
(b) any other default affecting Senior Indebtedness as a result of which the maturity of Senior Indebtedness has been accelerated and the Trustee has received written notice from the Company, from holders of Senior Indebtedness or from any
trustee, representative or agent therefor, and such default shall not have been cured or waived by or on behalf of the holders of such Senior Indebtedness. 
  
 In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph
of this Section 14.4 such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the
Trustee in writing within 90 days of such payment of the amounts then due and owing on the Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Indebtedness. 
  
 Section 14.5 Payment Permitted in Certain Situations. 
  
 Nothing contained in this Article XIV or elsewhere in this Indenture or in
any of the Securities of such series shall prevent (a) the Company, at any time except during the pendency of any dissolution, winding-up, liquidation or reorganization of the Company, whether voluntary or involuntary or any bankruptcy,
insolvency, receivership or other proceedings of the Company referred to in Section 14.2 or under the conditions described in Section 14.3 or 14.4, from making payments at any time of principal of or premium, if any, or interest on the
Securities of such series, or (b) the application by the Trustee of any money deposited with it hereunder to the payment of or on account of the principal of, or premium, if 

  

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any, or interest on the Securities of such series or the retention of such payment by the Holders, if, at the time of such application by the Trustee, it did
not have knowledge that such payment would have been prohibited by the provisions of this Article XIV. 
  
 Section 14.6 Subrogation to Rights of Holders of Senior Indebtedness. 
  
 Subject to the payment in full of all Senior Indebtedness or the provision for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Indebtedness, the rights of the Holders of Securities of such series shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions
of this Article XIV (equally and ratably with the holders of indebtedness of the Company which by its express terms is subordinated to indebtedness of the Company to substantially the same extent as the Securities of such series are subordinated to
the Senior Indebtedness and is entitled to like rights of subrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the
principal of (and premium, if any) and interest on the Securities of such series shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to
which the Holders of Securities of such series or the Trustee would be entitled except for the provisions of this Article XIV, and no payments over pursuant to the provisions of this Article XIV to or for the benefit of the holders of Senior
Indebtedness by Holders of Securities of such series or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of Securities of such series, be deemed to be a payment or distribution by the
Company to or on account of the Senior Indebtedness. 
  
 Section 14.7
Provisions Solely to Define Relative Rights. 
  
 The provisions
of this Article XIV are and are intended solely for the purpose of defining the relative rights of the Holders of Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article XIV or elsewhere
in this Indenture or in the Securities of such series is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of Securities of such series, the obligation of the Company,
which is absolute and unconditional (and which, subject to the rights under this Article XIV of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company), to pay to the Holders of Securities
of such series the principal of (and premium, if any) and interest on the Securities of such series as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the
Holders of Securities of such series and creditors of the Company, as the case may be, other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Securities from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any, under this Article XIV of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

  
 Section 14.8 Trustee to Effectuate Subordination. 
  
 Each Holder of a Security by such Holder’s acceptance thereof
authorizes and directs the trustee on such Holder’s behalf to take such action as may be necessary or appropriate to 

  

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effectuate the subordination provided in this Article XIV and appoints the Trustee such Holder’s attorney-in-fact for any and all such purposes.

  
 Section 14.9 No Waiver of Subordination Provisions. 
  
 No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. 
  
 Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness may, at any time
and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities of such series, without incurring responsibility to the Holders of Securities of such series and without impairing or releasing the subordination
provided in this Article XIV or the obligations hereunder of the Holders of Securities of such series to the holders of Senior Indebtedness do any one or more of the following: (a) change the manner, place or terms of payment or extend the time
of payment of, or renew or alter, Senior Indebtedness or otherwise amend or supplement in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (b) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (c) release any Person liable in any manner for the collection of Senior Indebtedness; and (d) exercise or refrain from exercising
any rights against the Company and any other Person. 
  
 Section 14.10 Notice
to Trustee. 
  
 The Company shall give prompt written notice to a
Responsible Officer of the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities of such series pursuant to the provisions of this Article XIV. Notwithstanding the
provisions of this Article XIV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities
of such series pursuant to the provisions of this Article XIV, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee
therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall have not
received the notice provided for in this Section 14.10 at least two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or
premium, if any) or interest on any Securities of such series, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which
they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. 
  
 Subject to the provisions of Section 6.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Indebtedness (or a trustee therefor). In the event that the Trustee determines in good 

  

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faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article XIV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person. 
  
 For purposes of this Article XIV only, (a) the issuance and delivery of
junior securities (or cash paid in lieu of fractional shares) upon conversion of Securities of such series in accordance with their terms, or pursuant to the terms set forth in an Officers’ Certificate or established in one or more indentures
supplemental hereto in accordance with Section 3.1, shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities of such series or on account of the purchase or other
acquisition of Securities of such series, and (b) the payment, issuance or delivery of cash, property or securities (other than junior securities and cash paid in lieu of fractional shares) upon conversion of a Security shall be deemed to
constitute payment on account of the principal of such Security. For the purposes of this Section, the term “junior securities” means (i) shares of any stock of any class of the Company and (ii) securities of the Company which
are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities of such series are so
subordinated as provided in this Article XIV. Nothing contained in this Article XIV or elsewhere in this Indenture or in the Securities of such series is intended to or shall impair, as among the Company, its creditors other than holders of Senior
Indebtedness and the Holders of Securities of such series, the right, which is absolute and unconditional, of the Holder of any Securities to convert such Securities in accordance with their terms. 
  
 This instrument may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
  

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

			
	 ARGONAUT GROUP, INC.

		
	 By
	 	 
	 Name:
	 	 
	 Title:
	 	 
	
	______________________________,
	as Trustee
		
	 By
	 	 
	 Name:
	 	 
	 Title:
	 	 












			
	STATE OF ILLINOIS	  	)
	 	  	)     ss:
	COUNTY OF LAKE	  	)

  
 On the _____ day of
______________, 20    , before me personally came ________________, to me known, who, being by me duly sworn, did depose and say that he is _______________of Argonaut Group, Inc., one of the corporations described in and
which executed the foregoing instrument and that he signed his name thereto by authority of the Board of Directors of said corporation. 
  

	
	
	 


  

			
	STATE OF ILLINOIS	  	)
	 	  	)     ss:
	COUNTY OF COOK	  	)

  
 On the ____ day of
___________, 20    , before me personally came _____________________, to me known, who, being by me duly sworn, did depose and say that he is ___________________ of ________________, one of the corporations described in
and which executed the foregoing instrument and that he signed his name thereto by authority of the Board of Directors of said corporation.