EX-4.3



 






Exhibit 4.3




 





PLATINUM UNDERWRITERS FINANCE, INC.

Company




and




PLATINUM UNDERWRITERS HOLDINGS, LTD.




Guarantor




TO




JPMORGAN CHASE BANK, N.A.

Trustee




 






INDENTURE




Dated as of [ _______ ], 2005




GUARANTEED DEBT SECURITIES




 






 





 









 








Table of Contents 




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Article 1 DEFINITIONS	 	 	2	 
	 
	 	 	 	 	 	 
	Section 1.1
	 	Certain Terms Defined	 	 	 2	 
	 
	 	 	 	 	 	 
	Article 2 SECURITY FORMS	 	 	11	 
	 
	 	 	 	 	 	 
	Section 2.1
	 	Forms Generally	 	 	11	 
	Section 2.2
	 	Form of Guarantee	 	 	12	 
	Section 2.3
	 	Form of Trustee’s Certificate of Authentication	 	 	14	 
	Section 2.4
	 	Form of Trustee’s Certificate of Authentication by an Authenticating Agent	 	 	15	 
	Section 2.5
	 	Securities Issuable in the Form of Global Securities	 	 	15	 
	 
	 	 	 	 	 	 
	Article 3 THE SECURITIES	 	 	17	 
	 
	 	 	 	 	 	 
	Section 3.1
	 	Amount Unlimited; Issuable in Series	 	 	17	 
	Section 3.2
	 	Form and Denominations	 	 	20	 
	Section 3.3
	 	Authentication, Dating and Delivery of Securities	 	 	20	 
	Section 3.4
	 	Execution of Securities	 	 	22	 
	Section 3.5
	 	Certificate of Authentication	 	 	23	 
	Section 3.6
	 	Registration, Registration of Transfer and Exchange	 	 	23	 
	Section 3.7
	 	Mutilated, Destroyed, Lost and Stolen Securities	 	 	24	 
	Section 3.8
	 	Payment of Interest and Certain Additional Amounts; Interest Rights and Certain Additional Amounts Preserved	 	 	26	 
	Section 3.9
	 	Cancellation of Securities; Destruction Thereof	 	 	27	 
	Section 3.10
	 	Temporary Securities	 	 	27	 
	Section 3.11
	 	Computation of Interest	 	 	27	 
	Section 3.12
	 	CUSIP Numbers	 	 	27	 
	 
	 	 	 	 	 	 
	Article 4 COVENANTS OF THE COMPANY	 	 	28	 
	 
	 	 	 	 	 	 
	Section 4.1
	 	Payment of Securities	 	 	28	 
	Section 4.2
	 	Offices or Agency	 	 	28	 
	Section 4.3
	 	Money for Securities Payments to Be Held in Trust	 	 	29	 
	Section 4.4
	 	Additional Amounts	 	 	30	 
	Section 4.5
	 	Redemption for Tax Purposes	 	 	32	 
	Section 4.6
	 	Corporate Existence	 	 	33	 
	Section 4.7
	 	Certificates to Trustee	 	 	33	 
	Section 4.8
	 	Calculation of Original Issue Discount	 	 	33	 
	 
	 	 	 	 	 	 
	Article 5 SECURITYHOLDER LISTS AND REPORTS BY THE	 	 	34	 
	 
	 	 	 	 	 	 
	Section 5.1
	 	Company and Guarantor to Furnish Trustee Information as to Names and Addresses of Securityholders	 	 	34	 
	Section 5.2
	 	Preservation and Disclosure of Securityholder Lists	 	 	34	 






 -i-






 









 








Table of Contents 

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 5.3
	 	Reports by the Company	 	 	34	 
	Section 5.4
	 	Reports by the Trustee	 	 	35	 
	 
	 	 	 	 	 	 
	Article 6 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	 	 	35	 
	 
	 	 	 	 	 	 
	Section 6.1
	 	Event of Default Defined; Acceleration of Maturity; Waiver of Default	 	 	35	 
	Section 6.2
	 	Collection of Indebtedness by Trustee; Trustee May Prove Debt	 	 	39	 
	Section 6.3
	 	Application of Proceeds	 	 	40	 
	Section 6.4
	 	Suits for Enforcement	 	 	41	 
	Section 6.5
	 	Restoration of Rights on Abandonment of Proceedings	 	 	41	 
	Section 6.6
	 	Limitations on Suits by Securityholders	 	 	42	 
	Section 6.7
	 	Unconditional Right of Securityholders to Institute Certain Suits	 	 	42	 
	Section 6.8
	 	Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default	 	 	42	 
	Section 6.9
	 	Control by Holders of Securities	 	 	43	 
	Section 6.10
	 	Waiver of Past Defaults	 	 	43	 
	Section 6.11
	 	Trustee to Give Notice of Default, But May Withhold in Certain Circumstances	 	 	44	 
	Section 6.12
	 	Right of Court to Require Filing of Undertaking to Pay Costs	 	 	44	 
	Section 6.13
	 	Waiver of Usury, Stay or Extension Laws	 	 	44	 
	Section 6.14
	 	Delay or Omission Not Waiver	 	 	45	 
	 
	 	 	 	 	 	 
	Article 7 CONCERNING THE TRUSTEE	 	 	45	 
	 
	 	 	 	 	 	 
	Section 7.1
	 	Duties and Responsibilities of the Trustee; During Default; Prior to Default	 	 	45	 
	Section 7.2
	 	Certain Rights of the Trustee.	 	 	46	 
	Section 7.3
	 	Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof	 	 	48	 
	Section 7.4
	 	Trustee and Agents May Hold Securities; Collections, etc	 	 	48	 
	Section 7.5
	 	Moneys Held by Trustee	 	 	48	 
	Section 7.6
	 	Compensation and Indemnification of Trustee and Its Prior Claim	 	 	48	 
	Section 7.7
	 	Right of Trustee to Rely on Officers’ Certificate, etc	 	 	49	 
	Section 7.8
	 	Qualification of Trustee; Conflicting Interests	 	 	49	 
	Section 7.9
	 	Persons Eligible for Appointment as Trustee	 	 	49	 
	Section 7.10
	 	Resignation and Removal; Appointment of Successor Trustee	 	 	50	 
	Section 7.11
	 	Acceptance of Appointment by Successor Trustee	 	 	51	 






 -ii-




 









 








Table of Contents 

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 7.12
	 	Merger, Conversion, Consolidation or Succession to Business of Trustee	 	 	52	 
	Section 7.13
	 	Preferential Collection of Claims Against the Company or the Guarantor	 	 	52	 
	Section 7.14
	 	Authenticating Agent	 	 	52	 
	 
	 	 	 	 	 	 
	Article 8 CONCERNING THE HOLDERS OF SECURITIES	 	 	53	 
	 
	 	 	 	 	 	 
	Section 8.1
	 	Action by Holders	 	 	53	 
	Section 8.2
	 	Proof of Execution of Instruments by Holders of Securities	 	 	54	 
	Section 8.3
	 	Holders to be Treated as Owners	 	 	54	 
	Section 8.4
	 	Securities Owned by Company and Guarantor Deemed Not Outstanding	 	 	55	 
	Section 8.5
	 	Right of Revocation of Action Taken	 	 	55	 
	 
	 	 	 	 	 	 
	Article 9 HOLDERS’ MEETINGS	 	 	56	 
	 
	 	 	 	 	 	 
	Section 9.1
	 	Purposes of Meetings	 	 	56	 
	Section 9.2
	 	Call of Meetings by Trustee	 	 	56	 
	Section 9.3
	 	Call of Meetings by Company or Guarantor or Holders	 	 	57	 
	Section 9.4
	 	Qualifications for Voting	 	 	57	 
	Section 9.5
	 	Regulations	 	 	57	 
	Section 9.6
	 	Voting	 	 	58	 
	Section 9.7
	 	No Delay of Rights by Reason of Meeting	 	 	58	 
	 
	 	 	 	 	 	 
	Article 10 SUPPLEMENTAL INDENTURES	 	 	58	 
	Section 10.1
	 	Supplemental Indentures Without Consent of Securityholders	 	 	58	 
	Section 10.2
	 	Supplemental Indentures With Consent of Securityholders	 	 	61	 
	Section 10.3
	 	Notice of Supplemental Indenture	 	 	62	 
	Section 10.4
	 	Effect of Supplemental Indenture	 	 	62	 
	Section 10.5
	 	Documents To Be Given to Trustee	 	 	62	 
	Section 10.6
	 	Notation on Securities in Respect of Supplemental Indentures	 	 	62	 
	 
	 	 	 	 	 	 
	Article 11 CONSOLIDATION, AMALGAMATION, MERGER OR SALE	 	 	63	 
	 
	 	 	 	 	 	 
	Section 11.1
	 	Company and Guarantor May Consolidate, Etc., Only on Certain Terms	 	 	63	 
	Section 11.2
	 	Opinion of Counsel	 	 	64	 
	Section 11.3
	 	Successor Person Substituted	 	 	64	 






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Table of Contents 

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Article 12 SATISFACTION AND DISCHARGE OF INDENTURE, UNCLAIMED MONEYS	 	 	65	 
	 
	 	 	 	 	 	 
	Section 12.1
	 	Satisfaction and Discharge of Securities of Any Series	 	 	65	 
	Section 12.2
	 	Defeasance and Covenant Defeasance	 	 	67	 
	Section 12.3
	 	Application of Trust Money	 	 	71	 
	Section 12.4
	 	Repayment of Moneys Held by Paying Agent	 	 	71	 
	Section 12.5
	 	Return of Unclaimed Moneys Held by Trustee and Paying Agent	 	 	71	 
	 
	 	 	 	 	 	 
	Article 13 MISCELLANEOUS PROVISIONS	 	 	72	 
	 
	 	 	 	 	 	 
	Section 13.1
	 	Incorporators, Stockholders, Officers and Directors of Company and Guarantor Exempt from Individual Liability	 	 	72	 
	Section 13.2
	 	Provisions of Indenture for the Sole Benefit of Parties and Securityholders	 	 	72	 
	Section 13.3
	 	Successors and Assigns of Company and Guarantor Bound by Indenture	 	 	73	 
	Section 13.4
	 	Notices to Holders; Waiver	 	 	73	 
	Section 13.5
	 	Addresses for Notices	 	 	73	 
	Section 13.6
	 	Officers’ Certificates and Opinions of Counsel; Statements to Be Contained Therein	 	 	73	 
	Section 13.7
	 	Separability Clause	 	 	74	 
	Section 13.8
	 	Legal Holidays	 	 	75	 
	Section 13.9
	 	Conflict of Any Provision of Indenture with Trust Indenture Act	 	 	75	 
	Section 13.10
	 	Governing Law	 	 	75	 
	Section 13.11
	 	Judgment Currency	 	 	75	 
	Section 13.12
	 	No Security Interest Created	 	 	76	 
	Section 13.13
	 	Submission to Jurisdiction	 	 	76	 
	Section 13.14
	 	Counterparts	 	 	77	 
	Section 13.15
	 	Effect of Headings	 	 	77	 
	 
	 	 	 	 	 	 
	Article 14 REDEMPTION OF SECURITIES	 	 	77	 
	 
	 	 	 	 	 	 
	Section 14.1
	 	Applicability of Article	 	 	77	 
	Section 14.2
	 	Notice of Redemption; Selection of Securities	 	 	77	 
	Section 14.3
	 	Payment of Securities Called for Redemption	 	 	79	 
	 
	 	 	 	 	 	 
	Article 15 SINKING FUNDS	 	 	80	 
	 
	 	 	 	 	 	 
	Section 15.1
	 	Applicability of Article	 	 	80	 
	Section 15.2
	 	Satisfaction of Mandatory Sinking Fund Payment with Securities	 	 	80	 
	Section 15.3
	 	Redemption of Securities for Sinking Fund	 	 	81	 






 -iv-




 









 








Table of Contents 

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Article 16 GUARANTEES	 	 	82	 
	 
	 	 	 	 	 	 
	Section 16.1
	 	Guarantee	 	 	82	 
	Section 16.2
	 	Execution and Delivery of Guarantees	 	 	84	 






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PLATINUM UNDERWRITERS FINANCE, INC.



* Reconciliation and tie between Trust Indenture Act of 1939, as amended by the Trust Reform Act of
1990, and Indenture, dated as of [ ___], 2005.




	 	 	 
	Section of the	 	 
	Trust Indenture Act of 1939	 	Section of Indenture
	310(a)(1), (2) and (5)
	 	7.9
	310(a)(3) and (4)
	 	Inapplicable
	310(b)
	 	7.8 and 7.10(a)and(b)
	311 (a)
	 	7.13 (a) and (c)(i) and (iii)
	311(b)
	 	7.13(b)
	312(a)
	 	5.1 and 5.2(a)
	312(b)
	 	5.2(b)
	312(c)
	 	5.2(b)
	313(a)
	 	5.4(a)
	313(b)(1)
	 	Inapplicable
	313(b)(2)
	 	5.4(b)
	313(c)
	 	5.4(c)
	313(d)
	 	5.4(d)
	314(a)
	 	4.10 and 5.3
	314(b)
	 	Inapplicable
	314(c)(1) and (2)
	 	13.6
	314(c)(3)
	 	Inapplicable
	314(d)
	 	Inapplicable
	314(e)
	 	13.6
	315(a), (c) and (d)
	 	7.1
	315(b)
	 	6.11
	315(e)
	 	6.12
	316(a)(1)
	 	6.9
	316(a)(2)
	 	Inapplicable
	316(a) (last sentence)
	 	8.4
	316(b)
	 	6.7
	316(c)
	 	8.1
	317(a)
	 	6.2
	317(b)
	 	4.2 and 4.3
	318(a)
	 	13.9








 




		
	* 	This reconciliation and tie shall not, for any purpose, be deemed to be part of the Indenture or
to have any bearing upon the interpretation of any of its terms or provisions.




-1-









 










          INDENTURE, dated as of [                      ], 2005, by and among PLATINUM UNDERWRITERS FINANCE,
INC., a corporation duly organized and existing under the laws of the State of Delaware, having its
principal office at 2 World Financial Center, 225 Liberty Street, 23rd Floor, New York, NY 10281
(the “Company”), and PLATINUM UNDERWRITERS HOLDINGS, LTD., a corporation duly organized and
existing under the laws of Bermuda (the “Guarantor”), having its principal office at The Belvedere
Building, 69 Pitts Bay Road, Pembroke, Bermuda, HM 08 and JPMorgan Chase Bank N.A., a national
banking association duly organized and existing under the laws of the State of New York, as
Trustee, having its principal corporate trust office at 4 New York Plaza, 15th Floor, New York, New
York 10004, Attention: World wide Securities Services.




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 notes, debentures or other evidence of its unsecured
indebtedness (herein called the “Securities”), to be issued in one or more series, authenticated
and delivered, as in this Indenture provided.




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




Recitals of the Guarantor




          The Guarantor has duly authorized the execution and delivery of this Indenture to provide for
the guarantee as set forth herein.




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




NOW, THEREFORE, THIS INDENTURE WITNESSETH:




          For and in consideration of the premises and the purchase of the Securities by the Persons
acquiring the same, it is mutually covenanted and agreed, for the equal and proportionate benefit
of all Holders of the Securities or of the Securities of any series, without giving any priority of
any one Security or series over any other, except as otherwise expressly provided herein, as
follows:




ARTICLE 1




DEFINITIONS 




     Section 1.1 Certain Terms Defined. The following terms (except as otherwise expressly
provided or unless the context otherwise clearly requires) for all purposes of this Indenture,
including any indenture supplemental hereto, have the respective meanings specified in this
Section. All other terms used in this Indenture that are defined in the Trust Indenture Act or the
definitions of which in the Securities Act are referred to in the Trust Indenture Act or that are
defined by rule of the Commission under the Trust Indenture Act (except as herein otherwise
expressly provided or unless the context



-2-









 




otherwise clearly requires) have the meanings assigned to such terms in said Trust Indenture
Act and in said Securities Act or in said Commission rule under the Trust Indenture Act as in force
at the date on which this Indenture was originally executed (subject to Section 10.1 and Section
10.2). 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. All
references herein to “Articles” or other subdivisions are to the corresponding Articles or other
subdivisions of this Indenture. The terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular.




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




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




          “Authenticating Agent” means, with respect to any series of Securities, any
authenticating agent appointed by the Trustee, with respect to that series of Securities, pursuant
to Section 7.14.




          “Authorized Newspaper” means a newspaper or financial journal printed in the English
language, customarily published at least once a day, and customarily published for at least five
days in each calendar week, whether or not published on days that are legal holidays and of general
circulation; or, in the alternative, shall mean such form of communication as may have come into
general use for the dissemination of information of import similar to that of the information
specified to be published by the provisions hereof. Whenever successive publications are required
or authorized to be made in Authorized Newspapers, the successive publications may be made (unless
otherwise expressly provided herein) in the same or different newspapers meeting the foregoing
requirements and in each case on any Business Day. In case, by reason of the suspension of
publication of any Authorized Newspaper, or for any other cause, it shall be impractical without
unreasonable expense to make publication of any notice in an Authorized Newspaper as required by
this Indenture, then such method of publication or notification as shall be made with the approval
of the Company shall be deemed the equivalent of the required publication of such notice in an
Authorized Newspaper.




          “Board of Directors” means either the board of directors of the Company or the
Guarantor, as the case may be, and any committee of such Board of Directors or Officer duly
authorized to act with respect to a particular matter on behalf of the Board of Directors.




-3-









 








          “Board Resolution” means a copy of a resolution certified by the Secretary or any
Assistant Secretary of the Company or the Guarantor, as the case may be, 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.




          “Business Day”, when used with respect to any Place of Payment or any other location
specified in the Securities or this Indenture, means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in that Place of Payment or location are
generally authorized or obligated by law, regulation or executive order to close, except as may be
otherwise specified as contemplated by Section 3.1.




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




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




          “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 date on which this
Indenture was originally executed such Commission is not existing and performing the duties
assigned to it under the Trust Indenture Act on such date of original execution, then the body
performing such duties at such time.




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




          “Company” means Platinum Underwriters Finance, Inc., a corporation duly organized and
existing under the laws of the State of Delaware, and its successors and assigns.




          “Company Order” or “Company Request” and “Guarantor Request” and
“Guarantor Order” mean, respectively, a written order or request signed in the name of the Company
or the Guarantor, as the case may be, by the chairman, any vice chairman, the president, any vice
president, the chief executive officer, the chief financial officer, the treasurer or controller
and by the chief financial officer, chief operating officer, any assistant treasurer, any assistant
controller, the secretary or any assistant secretary of the Company or the Guarantor, as the case
may be, and delivered to the Trustee.




-4-









 








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




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




          “Corporate Trust Office” means the principal office of the Trustee at which at any
particular time its corporate trust business shall be administered, which office, on the date of
original execution of this Indenture, is located at 4 New York Plaza, 15th Floor, New York, New
York, 10004, Attention: Worldwide Securities Services, or at any other time at such other address
as the Trustee may designate from time to time by notice to the parties hereto, or at the principal
corporate trust office of any successor trustee as to which such successor trustee may notify the
parties hereto in writing.




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




          “Depository” means, with respect to the Securities of any series or any Tranche
thereof, which, in accordance with the determination of the Company, will be issued in whole or in
part in the form of one or more Global Securities, The Depository Trust Company, New York, New
York, another clearing agency or any successor registered under the Exchange Act, or other
applicable statute or regulation, which, in each case, shall be designated by the Company pursuant
to either Section 2.5 or Section 3.1. If at any time there is more than one such Person,
“Depository” as used with respect to the Securities of any such series or Tranche thereof means the
Depository with respect to the Securities of that series or Tranche.




          “Designated Subsidiary” means any present or future consolidated Subsidiary of the
Guarantor, the Consolidated Book Value of which constitutes at least
20% of the Consolidated Book Value of the Guarantor.




          “Dollar” (“$”) means the coin or currency of the United States of America as
at the time of payment is legal tender for the payment of public and private debts.




-5-









 








          “Exchange Act” means the United States Securities Exchange Act of 1934 and the rules
and regulations promulgated thereunder, in each case as amended from time to time.




          “Event of Default” means any event or condition specified as such in Section 6.1.




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




          “GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Standards Accounting Board, and as
are applicable to the financial statements of the Company and the Guarantor, in each case as of the
date of any computation required hereunder.




          “Global Security” means, with respect to all or any part of any series of Securities,
a Security executed by the Company and authenticated and delivered by the Trustee to the Depository
or pursuant to the Depository’s instruction, all in accordance with this Indenture and pursuant to
a Company Order, which shall be registered in the name of the Depository or its nominee and the
ownership of which will be registered in a “book-entry” or other system maintained by the
Depository.




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




-6-









 







Government Obligation or the specific payment of interest on or principal of or other amount
with respect to the Government Obligation evidenced by such depository receipt.




          “Guarantee” means any guarantee of the Guarantor endorsed on a Security, authenticated
and delivered pursuant to this Indenture and shall include the Guarantee set forth in ARTICLE 16.




          “Guarantor” means Platinum Underwriters Holdings, Ltd., a corporation duly organized
and existing under the laws of Bermuda.




          “Holder”, “Registered Holder” and “Securityholder” mean, with respect
to a Security, the Person in whose name such Security is registered in the Securities Register
(which terms, in the case of a Global Security, mean the Depository, notwithstanding that the
Depository maintains a “book-entry” or other system for identification of ownership in respect of
such Global Security).




          The term “include” (and other forms of such term) means “include, without limitation”.




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




          “Indenture” means this instrument as originally executed and delivered or, if amended
or supplemented as herein provided, as so amended or supplemented, and




-7-









 







includes the forms and terms of particular series of Securities established as contemplated
hereunder.




          The term “interest” means, with respect to any Original Issue Discount Security which
by its terms bears interest only after Maturity, means interest payable after Maturity and, when
used with respect to a Security which provides for the payment of Additional Amounts pursuant to
Section 4.4, includes such Additional Amounts.




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




          “Judgment Currency” has the meaning specified in Section 13.11.




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




          “New York Banking Day” has the meaning specified in Section 13.11.




          “Officer” means the Chairman of the Board, the Vice Chairman of the Board, the
President, any Vice President, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary, any Assistant Controller, any Assistant Secretary of the Company, the principal
executive officer, the principal financial officer, the principal accounting officer or the chief
operating officer of the Company or the Guarantor, as the case may be.




          “Officers’ Certificate” means a certificate signed by an Officer of the Company or the
Guarantor, as the case may be, and delivered to the Trustee, except as otherwise specifically set
forth herein.




          “Opinion of Counsel” means an opinion in writing signed by legal counsel who may be an
employee of or counsel to the Company or the Guarantor, as the case may be.




          “Original Issue Discount Security” means any Security that provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of acceleration with
respect thereto pursuant to Section 6.1.




          “Outstanding” (subject to Section 8.4) means, with reference to Securities as of the
date of determination, all Securities authenticated and delivered under this Indenture, except:




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



     (b) Securities, or portions thereof, for the payment or redemption of which moneys in the
necessary amount shall have been irrevocably deposited in trust with the Trustee or with any Paying
Agent (other than the Company or the Guarantor) or shall



-8-









 




have been set aside, segregated and held in trust by the Company or the Guarantor for the
Holders of such Securities (if the Company or the Guarantor shall act as its own Paying Agent) or
for the payment of which Government Obligations shall have been irrevocably deposited in trust with
the Trustee in accordance with ARTICLE 12; provided that, if such Securities, or portions thereof,
are to be redeemed prior to the Stated Maturity thereof, notice of such redemption shall have been
given as herein provided, or provision satisfactory to the Trustee shall have been made for giving
such notice;




     (c) any such Security with respect to which the Company or the Guarantor has effected
defeasance pursuant to the terms hereof, except to the extent provided in Section 12.2;



     (d) Securities in substitution for which other Securities shall have been authenticated and
delivered, or which shall have been paid, pursuant to the terms of Section 3.7 (except with respect
to any such Security as to which proof satisfactory to the Trustee and the Company is presented
that such Security is held by a Person in whose hands such Security is a legal, valid and binding
obligation of the Company); and



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



          In determining whether Holders of the requisite principal amount of Outstanding Securities of
any or all series have made or given any request, demand, authorization, direction, notice, consent
or waiver hereunder, or are present to constitute a quorum at a meeting of Holders of Securities,
(i) the principal amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration with respect
thereto pursuant to Section 6.1 and (ii) Securities owned by the Company or the Guarantor or any
other obligor upon the Securities or any Affiliate of the Company or the Guarantor or such other
obligor, shall be disregarded and deemed not to be Outstanding, except that, in determining whether
the Trustee shall be protected in making such a determination or relying upon any such quorum,
consent or vote, only Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded.




          “Overdue Rate” means, with respect to any Security of Securities, the rate designated
as such in or pursuant to the resolution of the Board of Directors of the Company or the
supplemental indenture, as the case may be, relating to such Security as contemplated by Section
3.1.




          “Paying Agent” means any Person authorized by the Company or the Guarantor to pay the
principal of, or premium, if any, or interest, if any, on, any Securities on behalf of the Company
or the Guarantor, as the case may be.




          “Periodic Offering” means an offering of Securities of a series from time to time, any
or all of the specific terms of which Securities, which may be in one or more




-9-









 







Tranches, including the rate or rates of interest, if any, thereon, the Stated Maturity or
Maturities thereof and the redemption provisions, if any, with respect thereto, are to be
determined by the Company, and the Guarantor or their respective agents from time to time
subsequent to the initial request for authentication and delivery of such Securities by the
Trustee, all as contemplated in Section 3.1.




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




          “Place of Payment” means, with respect to any Security, the place or places where the
principal of, and premium, if any, and interest, if any, on, such Security are payable as specified
pursuant to Section 3.1.




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




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




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




          “Registered Holder”: See “Holder”.




          “Regular Record Date” for the interest payable on any Interest Payment Date on a
Security means the date specified for that purpose pursuant to Section 3.1 or as specified in
Section 3.8.




          “Required Currency” has the meaning specified in Section 13.11.




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




          “Securities Act” means the United States Securities Act of 1933, as amended.




          “Securities Register” and “Securities Registrar”: See Section 3.6.




          “Security” or “Securities” has the meaning stated in the recitals of this
Indenture.




-10-









 








          “Special Record Date” for the payment of any defaulted interest means a date fixed
pursuant to Section 3.8.




          “Stated Maturity” means, with respect to any Security or any installment of principal
thereof or interest thereon or any Additional Amounts with respect thereto, 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, or such Additional Amounts are, due and payable (without regard to any
provisions for redemption, prepayment, acceleration, purchase or extension).




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




          “Tranche” means a group of Securities which (a) are of the same series and (b) are
identical except as to principal amount and/or date of issuance.




          “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, as in force
at the date as of which this Indenture was executed; provided, however, that in the
event that such Act is amended after such date, “Trust Indenture Act” means, to the extent
required by such amendment, the Trust Indenture Act of 1939 as so amended.




          “Trustee” means the Person identified as “Trustee” in the first paragraph
hereof and, subject to the provisions of ARTICLE 7, shall also include any successor trustee.




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




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




ARTICLE 2




SECURITY FORMS 




     Section 2.1 Forms Generally. The Securities of each series shall be in substantially
such form as shall be established pursuant to Section 3.1, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed



-11-









 




thereon as the Company may deem appropriate and as are not contrary to the provisions of this
Indenture, or as may be required to comply with any law or with any rules made pursuant thereto or
with any rules of any securities exchange or of any automated quotation system, or to conform to
usage, all as determined by the officers executing such Securities, as conclusively evidenced by
their execution of the Securities.




          The Guarantees to be endorsed on the Securities of each series shall be in substantially such
form as shall be established pursuant to Section 2.2, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as the Guarantor may deem
appropriate and as are not contrary to the provisions of this Indenture, or as may be required to
comply with any law or with any rules made pursuant thereto or with any rules of any securities
exchange or of any automated quotation system, or to conform to usage, all as determined by the
officers executing such Guarantees, as conclusively evidenced by their execution of such
Guarantees.




          The definitive Securities shall be prepared by the Company and shall be printed, lithographed
or engraved on steel-engraved borders, or may be produced in any other manner, all as determined by
the officers executing such Securities, as conclusively evidenced by their execution of such
Securities, subject to the rules of any securities exchange or automated quotation system on which
such Securities are listed or quoted and (with respect to Global Securities) to the rules of the
Depository.




     Section 2.2 Form of Guarantee.



          The guarantee endorsed on all securities shall be in substantially the following form:




          For value received, Platinum Underwriters Holdings, Ltd., a corporation duly organized and
existing under the laws of Bermuda (herein called the “Guarantor”, which term includes any
successor under the Indenture referred to in the Security upon which this Guarantee is endorsed),
hereby absolutely, fully and unconditionally and irrevocably guarantees to the Holder of the
Security upon which this Guarantee is endorsed, and to the Trustee on behalf of itself and such
Holder, (a) the due and punctual payment of the principal of, premium, if any, interest, if any,
and Additional Amounts, if any, on such Security, and the due and punctual payment of any sinking
fund payments provided in such Security when and as the same shall become due and payable, whether
at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, (b) the
due and punctual payment of interest on overdue principal of and interest on such Security, if any,
if lawful, and (c) the due and punctual payment of any and all other payments due to the Holder or
the Trustee, all in accordance with the terms of such Security and of the Indenture. In case of
the failure of the Company, punctually to make any such payment of principal, premium, if any,
interest, if any, or Additional Amounts, if any, the Guarantor hereby agrees to cause any such
payment to be made punctually when and as the same shall become due and payable, whether at the
Stated Maturity or by




-12-









 







declaration of acceleration, call for redemption or otherwise, and as if such payment were
made by the Company.




          The Guarantor hereby agrees that its obligations hereunder are a guaranty of payment and not a
guaranty of collection or performance and shall be unconditional and absolute, irrespective of the
validity, regularity or enforceability of such Security or the Indenture or any limitation of the
Company thereunder or any limitation on the method or terms of payment thereunder which may now or
hereafter be caused or imposed in any manner whatsoever, the absence of any action to enforce the
same, any waiver or consent by the Holder of such Security or by the Trustee with respect to any
provisions thereof or of the Indenture, the obtaining of any judgment against the Company or any
action to enforce the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a guarantor. The Guarantor hereby waives the benefits of
division and discussion, diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect to such Security or the indebtedness evidenced
thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except
by complete performance of the obligations contained in such Security and in this Guarantee.




          Without limiting the generality of the foregoing, the Guarantor hereby agrees that the
obligations of the Guarantor hereunder shall not be released, affected or impaired by assignment or
transfer in whole or in part of the Security whether or not made without notice to or the consent
of the Guarantor and shall not be subject to any reduction, limitation, impairment or termination
for any reason, including any claim of waiver, release, surrender, alteration or compromise, and
shall not be subject to any defense of, including, but not limited to, setoff, counterclaim,
recoupment or termination whatsoever, and that such obligations shall not be released, affected or
impaired regardless of whether or not any Holder, including the Holder of the Security, or anyone
on behalf of any such Holder shall have instituted any suit, action or proceeding or exhausted its
remedies or taken any steps to enforce any rights against the Company or any other person to compel
any such performance or observance or to collect all or part of any such amount, either pursuant to
the provisions of the Indenture or the Security or at law or in equity, and regardless of any other
condition or contingency, or by reason of the invalidity, illegality or unenforceability of the
Security or the Indenture or otherwise and that such obligations shall not be discharged or
impaired or otherwise affected by the failure of the Trustee or any Holder of such Security to
assert any claim or demand or to enforce any remedy under the Indenture or such Security, any other
guarantee or any other agreement, by any waiver, amendment, indulgence or modification (whether
material or otherwise) of any provision of any thereof, by any default, failure or delay, willful
or otherwise, in the performance of any obligations under the Indenture, the Security or this
Guarantee, or by the voluntary or involuntary liquidation, sale or other disposition of all or
substantially all of the assets of the Company or the Guarantor, or any receivership, insolvency,
bankruptcy, reorganization, or other similar proceedings, affecting the Company or any of its
assets, or the release of any property from the lien and security interest created by the Indenture
or the Security or of any other security for




-13-









 







the Security, or the release or discharge of the Company or the Guarantor from the performance
or observance of any agreement, covenant, term or condition contained in the Indenture or the
Security by operation of law, or the merger or consolidation of the Company or the Guarantor, or
any other cause, whether similar or dissimilar to the foregoing, or by any other act or omission
that may or might in any manner or to the extent vary the risk or obligations of the Guarantor or
that would otherwise operate as a discharge or a surety or guarantor as a matter of law or equity
(other than the performance of the obligations contained in such Security and in this Guarantee).




          The Holder of the Security upon which this Guarantee is endorsed is entitled to the further
benefits relating hereto set forth in the Indenture. No reference herein to the Indenture and no
provision of this Guarantee or of the Indenture shall alter or impair the guarantee of the
Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of
and interest, or any such other payments, on the Security upon which this Guarantee is endorsed.




          This Guarantee shall be governed by and construed in accordance with the laws of the State of
New York, without giving effect to the conflicts of laws principles thereof.




          All terms used in this Guarantee which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.




          This Guarantee shall not be valid or obligatory for any purpose until the certificate of
authentication on the Security upon which this Guarantee is endorsed shall have been executed by
the Trustee under the Indenture by the manual signature of one of its authorized officers.




          IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed.




	 	 	 	 	 
	 	 	PLATINUM UNDERWRITERS HOLDINGS, LTD.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






Attest:




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






     Section 2.3 Form of Trustee’s Certificate of Authentication. The Trustee’s
Certificate of Authentication on all Securities shall be in substantially the following form:



-14-









 





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




JPMorgan Chase Bank, N.A., as Trustee




	 	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer






     Section 2.4 Form of Trustee’s Certificate of Authentication by an Authenticating
Agent.



          If at any time there shall be an Authenticating Agent appointed with respect to any series of
Securities, then the Trustee’s Certificate of Authentication by such Authenticating Agent on all
Securities of each such series shall be in substantially the following form:




JPMorgan Chase Bank, N.A., as Trustee




	 	 	 	 	 
	 

	 	 	 	By [NAME OF AUTHENTICATING AGENT],
	 

	 	 	 	Authenticating Agent
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory






     Section 2.5 Securities Issuable in the Form of Global Securities. (a) If the
Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to
be issued in whole or in part as one or more Global Securities, then the Company shall execute, and
the Trustee shall, in accordance with Section 3.3 and the Company Order deliver to the Trustee
thereunder, authenticate and make available for delivery, one or more Global Securities, each of
which (i) shall represent an aggregate principal amount equal to the aggregate principal amount of
the Outstanding Securities of such series to be represented by such Global Security and may also
provide that the aggregate amount of Outstanding Securities represented thereby may from time to
time be increased or reduced to reflect exchanges, (ii) shall be registered in the name of the
Depository or its nominee, (iii) shall be delivered by the Trustee to the Depository or pursuant to
the Depository’s instruction and (iv) if required by the Depository, shall bear a legend reflecting
the Depository’s interest in such Global Security.



     (b) Notwithstanding any provision of Section 3.6, any Global Security thereof may be
transferred, in whole but not in part, and in the manner provided in Section 3.6, only to another
nominee of the Depository for such series or Tranche, or to a successor Depository for such series
selected or approved by the Company or to a nominee of such successor Depository.



     (c) If at any time the Depository for Securities of a series or Tranche thereof notifies the
Company that it is unwilling or unable to continue as Depository for Securities of such series or
Tranche or if at any time the Depository shall no longer be registered or in good standing under
the Exchange Act, or other applicable statute or



-15-









 




regulation, and a successor Depository is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such condition, as the case may be, this
Section shall no longer be applicable to the Securities of such series or Tranche and the Company
will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery
of individual Securities of such series or Tranche, will authenticate and make available for
delivery, Securities of such series or Tranche, in authorized denominations, and in an aggregate
principal amount equal to the aggregate principal amount of the Global Security or Global
Securities of such series or Tranche in exchange for such Global Security or Global Securities.




          The Company may at any time determine that Securities of any series or Tranche thereof shall
no longer be represented by one or more Global Securities and that the provisions of this Section
shall no longer apply to the Securities of such series or Tranche. In such event the Company will
execute and the Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Securities of such series or Tranche, will authenticate and make available for delivery
Securities of such series or Tranche, in authorized denominations, and in an aggregate principal
amount equal to the aggregate principal amount of the Global Security or Global Securities of such
series or Tranche in exchange for such Global Security.




          If specified by the Company pursuant to Section 3.1 with respect to a series of Securities or
Tranche thereof, the Depository for such series or Tranche may surrender a Global Security for such
series or Tranche in exchange in whole or in part for individual Securities of such series or
Tranche on such terms as are acceptable to the Company and such Depository. Thereupon, the Company
shall execute, and the Trustee shall authenticate and make available for delivery, without service
charge,





       (i) to each Person specified by such Depository a new individual Security or
Securities of the same series or Tranche, of any authorized denomination as requested by
such Person in aggregate principal amount equal to and in exchange for such Persons’
beneficial interest in the Global Security; and




       (ii) to such Depository a new Global Security in a denomination equal to the
difference, if any, between the principal amount of the surrendered Global Security and the
aggregate principal amount of individual Securities delivered to Holders thereof.



          In any exchange provided for in any of the preceding paragraphs of this Section, the Company
will execute and the Trustee will authenticate and make available for delivery individual
Securities in registered form in authorized denominations.




          Upon the exchange of a Global Security for individual Securities, such Global Security shall
be cancelled by the Trustee. Individual Securities issued in exchange for a Global Security
pursuant to this Section shall be registered in such names and in such authorized denominations as
the Depository for such Global Security shall instruct the Trustee. The Trustee shall make such
Securities available for delivery to the Persons in whose names such Securities are so registered.




-16-









 








ARTICLE 3




THE SECURITIES 




     Section 3.1 Amount Unlimited; Issuable in Series. The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is unlimited.



          The Securities may be issued from time to time in one or more series. With respect to the
Securities of any particular series, there shall be established in, or pursuant to the authority
granted in, a resolution of the Company’s Board of Directors, and set forth in an Officers’
Certificate of the Company, or established in one or more indentures supplemental hereto prior to
the issuance of Securities and the Guarantees to be endorsed thereon of a series:




     (a) the form of the Securities of the series;



     (b) the title of the Securities of the series (which shall distinguish the Securities of the
series from all other Securities);



     (c) any limit upon the aggregate principal amount of the Securities of the series that 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 2.5, Section 3.6, Section 3.7, Section 3.10 or Section 14.3);



     (d) the date or dates on which the Securities of the series may be issued;



     (e) the date or dates, which may be serial, on which the principal of, and premium, if any,
on, the Securities of the series are payable;



     (f) the rate or rates, or the method of determination thereof, at which the Securities of the
series shall bear interest, if any, any Overdue Rate (including the rate or rates at which overdue
principal shall bear interest, if different from the rate or rates at which such Securities shall
bear interest prior to Maturity, and, if applicable, the rate or rates at which overdue premium or
interest shall bear interest, if any); any formulary or other method or other means by which any
such rate or rates shall be determined, by reference to an index or other fact or event
ascertainable outside this Indenture or otherwise; the date or dates from which such interest shall
accrue and the method or methods, if any, by which such date or dates are to be determined, the
Interest Payment Dates on which such interest shall be payable and the Regular Record Date, if
other than as set forth in Section 3.8, for the determination of Holders to whom interest is
payable, whether and under what circumstances Additional Amounts (in addition to those set forth in
Section 4.4) on such Securities or any of them shall be payable, the notice, if any, to Holders
regarding the determination of interest on a floating rate Security, and the manner of giving such
notice, and the basis upon which interest shall be calculated if other than that of a 360-day year
of twelve 30-day months;



-17-









 





     (g) the place or places where the principal of, and premium, if any, and interest on or any
Additional Amounts, if any, with respect to such Securities of the series shall be payable (if
other than as provided in Section 4.2);



     (h) the provisions, if any, establishing the price or prices at which, the date or dates on
which, the period or periods within 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, pursuant to any sinking
fund or otherwise;



     (i) 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 price or prices at which, the date or dates on which, and the period or periods within
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 and any provisions for the
remarketing of such Securities so redeemed or purchased;



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



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



     (l) whether the Securities of the series are to be issued as Original Issue Discount
Securities and, if so, the amount of the discount with respect thereto;



     (m) if other than the principal amount thereof, the portion of the principal amount of the
Securities of the series which shall be payable upon declaration of acceleration with respect
thereto pursuant to Section 6.1 or payable in bankruptcy pursuant to Section 6.2;



     (n) any Events of Default or restrictive covenants provided for with respect to the Securities
of the series, if other than as set forth in Section 6.1, ARTICLE 4 and ARTICLE 11;



     (o) in case the Securities of the series do not bear interest, the applicable dates for the
purpose of Section 5.1(a);



     (p) whether either or both of Section 12.2(b) relating to defeasance or Section 12.2(c)
relating to covenant defeasance shall not be applicable to the Securities of such series, or any
covenants in addition to those specified in Section 12.2(c) relating to the Securities of such
series which shall be subject to covenant defeasance, and any deletions from, or modifications or
additions to, the provisions of ARTICLE 12 in respect of the Securities of such series;



-18-









 





     (q) any trustees, paying agents, transfer agents or registrars with respect to the Securities
of the series;



     (r) whether the Securities of the series are issuable in whole or in part as one or more
Global Securities and, in such case, the identity of the Depository for such Global Security or
Global Securities;



     (s) any restrictions on registrations of transfer with respect to the Securities of the series
and any legend reflecting such restrictions to be placed on such Securities;



     (t) if the amount of payment of principal of, and premium, if any, or interest on or
Additional Amounts, if any, with respect to such Securities of the series may be determined with
reference to an index, formula or other method, and, if so, the terms and conditions upon which and
the manner in which such amounts shall be determined;



     (u) any exceptions to Section 13.8 or in the definition of “Business Day” with respect to the
Securities of the series;



     (v) if other than U.S. dollars, the Foreign Currency in which the Securities of such series
shall be denominated and in which payments or principal of, and any premium or interest on or
Additional Amounts with respect to, such Securities shall or may be payable;



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



     (x) any other terms of the series and any other modifications or additions to this Indenture
in respect of such Securities (which terms shall not be contrary to the provisions of this
Indenture).



          With respect to Securities of a series subject to a Periodic Offering, such resolution of the
Board of Directors of the Company or indenture supplemental hereto may provide general terms or
parameters and may provide that the specific terms of particular Securities, and the Persons
authorized to determine such terms or parameters, may be determined in accordance with or pursuant
to the Company Order referred to in Section 3.3.




          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 authority




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granted in, such resolution of the Board of Directors of the Company or in any such indenture
supplemental hereto.




          Anything herein to the contrary notwithstanding, the Trustee shall be under no obligation to
authenticate and deliver Securities of any series the terms of which, established as contemplated
by this Section, would affect the rights, duties, obligations, liabilities or immunities of the
Trustee under this Indenture.




     Section 3.2 Form and Denominations. In the absence of any specification pursuant to Section
3.1 with respect to the Securities of any series, the Securities of such series shall be issuable
in fully registered form, without coupons, with a Guarantee endorsed therein, in denominations of
$1,000 and any integral multiple thereof.



     Section 3.3 Authentication, Dating and Delivery of Securities. At any time and from time to
time after the original execution and delivery of this Indenture, the Company may deliver
Securities of any series, executed by the Company, and endorsed by the Guarantor, to the Trustee
for authentication. Except as otherwise provided in this Article, the Trustee shall thereupon
authenticate and make available for delivery, or cause to be authenticated and delivered, said
Securities to or upon a Company Order, without any further action by the Company; provided,
however, that the Trustee shall authenticate and make available for delivery Securities of such
series for original issue from time to time in the aggregate principal amount established for such
series pursuant to such procedures, acceptable to the Trustee and to such recipients, as may be
specified from time to time by a Company Order. The maturity dates, original issue dates, interest
rates and any other terms of the Securities of such series shall be determined by or pursuant to
such Company Order and procedures. If provided for in such procedures, such Company Order may
authorize authentication and delivery pursuant to oral instructions from the Company or its duly
authorized agent, which instructions shall be promptly confirmed in writing.



          In authenticating such Securities and accepting the responsibilities under this Indenture in
relation to such Securities, the Trustee shall be entitled to receive, prior to the initial
authentication of such Securities, and (subject to Section 7.1) shall be fully protected in relying
upon:




     (a) a Board Resolution of the Company and the Guarantor relating thereto;



     (b) an Officers’ Certificate of the Company or an executed supplemental indenture setting
forth the terms of such Securities as provided in Section 3.1;



     (c) an Officers’ Certificate of the Company which shall state that all conditions precedent
provided for in this Indenture relating to the issuance of such Securities have been complied with,
that no Event of Default with respect to any series of Securities has occurred and is continuing
and that the issuance of such Securities does not constitute and will not result in (i) any Event
of Default or any event or condition, which, upon the giving of notice or the lapse of time or
both, would become an Event of Default



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or (ii) any default under the provisions of any other instrument or agreement by which the
Company is bound; and




     (d) an Opinion of Counsel of the Company and the Guarantor, which shall state:




       (i) that the form and the terms of such Securities have been duly authorized by the
Company and the Guarantor and have been established in conformity with the provisions of
this Indenture;




       (ii) that such Securities, when authenticated and delivered by the Trustee and issued
by the Company and endorsed by the Guarantor in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and binding obligations of the
Company and the Guarantor enforceable against the Company and the Guarantor in accordance
with their terms, except to the extent enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance,
fraudulent transfer and other similar laws affecting the enforcement of creditors’ rights
generally and by general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law);




       (iii) that no consent, approval, authorization, order, registration or qualification
of or with any court or any governmental agency or body having jurisdiction over the
Company or the Guarantor is required for the execution and delivery of such Securities by
the Company and the Guarantor, except such as have been obtained (and except that no
opinion need be expressed as to state securities or “blue sky” laws); and




       (iv) all applicable laws and requirements in respect of the execution and delivery by
the Company and the Guarantor of such Securities have been complied with;



          Notwithstanding the provisions of Section 3.1 and of the immediately preceding paragraph, with
respect to Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to
receive the Officers’ Certificate of the Company otherwise required pursuant to Section 3.3(c) and
the Opinion of Counsel required by this Section 3.3(d) only once at or prior to the time of the
first authentication and delivery of such Securities (provided that such Opinion of Counsel
addresses the authentication and delivery of all such Securities) and that, in lieu of the opinions
described in clauses (ii) and (iii) above, Counsel may opine that:





       (x) when the terms of such Securities shall have been established pursuant to a
Company Order or Orders or pursuant to such procedures as may be specified from time to
time by a Company Order or Orders, all as contemplated by and in accordance with the
instrument or instruments delivered pursuant to clause (i) above, such terms will have been
duly authorized



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by the Company and the Guarantor and will have been established in conformity with the
provisions of this Indenture; and




       (y) when such Securities shall have been authenticated and delivered by the Trustee in
accordance with this Indenture and the Company Order or orders or the specified procedures
referred to in paragraph (x) above and issued and delivered by the Company and endorsed by
the Guarantor in the manner and subject to any conditions specified in such Opinion of
Counsel, such Securities will constitute valid obligations of the Company and the Guarantor
enforceable against the Company and the Guarantor in accordance with their terms except to
the extent enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting the enforcement of creditors
rights generally and by the effect of general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law).



          With respect to Securities of a series subject to a Periodic Offering, the Trustee may
conclusively rely, as to the authorization by the Company and the Guarantor of any of such
Securities, the forms and terms thereof, the validity thereof and the compliance of the
authentication and delivery thereof with the terms and conditions of this Indenture, upon the
Opinion or Opinions of Counsel, the Officers’ Certificate of the Company and the certificates and
other documents delivered pursuant to this Section 3.3 at or prior to the time of the first
authentication and delivery of Securities of such series until any of such opinions, certificates
or other documents have been superseded or revoked or expire by their terms; provided, however,
that any request by the Company to the Trustee to authenticate and deliver Securities of such
series shall constitute a representation and warranty by the Company that as of the date of such
request the statements made in the most recent Officers’ Certificate of the Company delivered
pursuant to Section 3.3(c) are true and correct as if made on and as of the date thereof.




          The Trustee shall have the right to decline to authenticate and make available for delivery
any Securities under this Section if the Trustee, being advised by counsel reasonably acceptable to
the Trustee and the Company, determines that such action would expose the Trustee to personal
liability.




          Each Security shall be dated the date of its authentication, except as otherwise provided
pursuant to Section 3.1 with respect to the series of which such Security is a part and except that
any substitute Security under Section 3.7 shall be dated so that neither gain nor loss in interest
shall result from any mutilation, destruction, loss or theft of the relevant Predecessor Security.




     Section 3.4 Execution of Securities. The Securities shall be signed in the name of
and on behalf of the Company by both (a) its chairman, vice chairman, president, any vice
president, chief executive officer or chief financial officer and (b) its chief financial officer,
chief operating officer, treasurer, any assistant treasurer, its secretary or any assistant
secretary, under its corporate seal which may, but need not, be attested. Such signatures may be
the manual or facsimile signatures of such officers. The seal of the



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Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced thereon. Typographical and other minor errors or defects in any such
reproduction of the seal or any such signature shall not affect the validity or enforceability of
any Security that has been duly authenticated and delivered by the Trustee.




          In case any officer of the Company who shall have signed any of the Securities shall cease to
be such officer before the Security so signed shall be authenticated and delivered by or on behalf
of the Trustee or disposed of by the Company, such Securities nevertheless may be authenticated and
delivered or disposed of as though the Person who signed such Securities had not ceased to be such
officer of the Company; and any Security may be signed on behalf of the Company by such Persons as,
at the actual date of the original execution of such Security, shall be the proper officers of the
Company, although at the date of the original execution and delivery of this Indenture, or at the
date of such Security, any such Person was not such an officer. Reference is made to ARTICLE 16
hereof concerning the execution and delivery of the Guarantee.




     Section 3.5 Certificate of Authentication. Neither any Security nor the Guarantee
endorsed thereon shall be entitled to the benefits of this Indenture or be valid or obligatory for
any purpose, unless there appears on such Security a certificate of authentication substantially in
the form hereinbefore recited, executed by or on behalf of the Trustee by manual signature. Such
certificate by or on behalf of the Trustee upon any Security executed by the Company shall be
conclusive evidence that the Security so authenticated has been duly authenticated and delivered
hereunder and that the Holder is entitled to the benefits of this Indenture.



     Section 3.6 Registration, Registration of Transfer and Exchange. Subject to the
conditions set forth below (and subject, with respect to Global Securities, to Section 2.5),
Securities of any series may be exchanged for a like aggregate principal amount of Securities of
the same series and having the same terms but in other authorized denominations. Securities to be
exchanged shall be surrendered at the offices or agencies to be maintained for such purposes as
provided in Section 4.2, and the Company shall execute and the Trustee or any Authenticating Agent
shall authenticate and make available for delivery in exchange therefor the Security or Securities
which the Holder making the exchange shall be entitled to receive having endorsed thereon a
Guarantee or Guarantees executed by the Guarantor.



          The Company shall keep or cause to be kept, at one of said offices or agencies maintained
pursuant to Section 4.2, a register for each series of Securities issued hereunder (hereinafter
collectively referred to as the “Securities Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall, subject to the provisions of Section 2.5,
provide for the registration of Securities of such series and shall register the transfer of
Securities of such series as in this Article provided. The Securities Register shall be in written
form or in any other form capable of being converted into written form within a reasonable time.
The Trustee is hereby appointed as the initial “Securities Registrar” for the purpose of
registering Securities and registering



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transfers of Securities as herein provided. Subject to the provisions of Section 2.5, upon
surrender for registration of transfer of any Security of any series at any such office or agency,
the Company shall execute and the Trustee or any Authenticating Agent shall authenticate and make
available for delivery in the name of transferee or transferees a new Security or Securities of the
same series for an equal aggregate principal amount having endorsed thereon a Guarantee or
Guarantees executed by the Guarantor.




          The Company shall have the right to remove and replace from time to time the Security
Registrar for any series of Securities; provided that no such removal or replacement shall be
effective until a successor Security Registrar with respect to such series of Securities shall have
been appointed by the Company and shall have accepted such appointment by the Company. In the
event that the Trustee shall not be or shall cease to be Security Registrar with respect to a
series of Securities, it shall have the right to examine the Security Register for such series at
all reasonable times. There shall be only one Security Register for each series of Securities.




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




          Each Security issued upon registration of transfer or exchange of Securities pursuant to this
Section shall be the valid obligation of the Company and the Guarantor, evidencing the same
indebtedness and entitled to the same benefits under this Indenture as the Security or Securities
surrendered upon registration of such transfer or exchange.




          No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of transfer or exchange
of Securities, other than exchanges pursuant to Section 3.10, Section 10.6 or Section 14.3 not
involving any transfer.




          The Company shall not be required (a) to issue, exchange or register the transfer of any
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 such series and ending at the close
of business on the day of such mailing, or (b) to exchange or register the transfer of any
Securities selected, called or being called for redemption except, in the case of any Security to
be redeemed in part, the portion thereof not to be redeemed.




     Section 3.7 Mutilated, Destroyed, Lost and Stolen Securities. In case any temporary
or definitive Security shall become mutilated (whether by defacement or otherwise) or be destroyed,
lost or stolen, and in the absence of notice to the Company or the Trustee that such Security has
been acquired by a protected purchaser, the Company



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shall, except as otherwise provided in this Section, execute, and upon a Company Request, the
Trustee shall authenticate and make available for delivery, a new Security of the same series,
tenor and principal amount, having endorsed thereon a Guarantee executed by the Guarantor and
bearing a number, letter or other distinguishing symbol not contemporaneously outstanding, in
exchange and substitution for the mutilated Security, or in lieu of and in substitution for the
Security so destroyed, lost or stolen. In every case the applicant for a substituted Security
shall furnish to the Company, the Guarantor and to the Trustee and any agent of the Company, the
Guarantor or the Trustee such security or indemnity as may be required by them to save each of them
harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the
Company, the Guarantor and the Trustee and any agent of the Company, the Guarantor or the Trustee
evidence to their satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof.




          Upon the issuance of any substitute Security under this Section, 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 or any
Authenticating Agent) connected therewith.




          In case any Security which has matured or is about to mature or has been called for redemption
in full shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing
a substitute Security, pay or authorize the payment of the same (without surrender thereof except
in the case of a mutilated Security). In every case, the applicant for such payment shall furnish
to the Company and to the Trustee and any agent of the Company or the Trustee such security or
indemnity as any of them may require to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and the Trustee and any
agent of the Company or the Trustee evidence to their satisfaction of the destruction, loss or
theft of such Security and of the ownership thereof.




          Every substitute Security of any series and the Guarantee endorsed thereon, issued pursuant to
the provisions of this Section by virtue of the fact that any such Security is destroyed, lost or
stolen shall constitute an additional contractual obligation of the Company in the case of the
Security and the Guarantor in the case of the Guarantee endorsed therein, 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 (but shall be subject to all the limitations of rights set forth in) this
Indenture equally and proportionately with any and all other Securities of such series and the
Guarantee endorsed thereon, duly authenticated and delivered hereunder. All Securities shall be
held and owned upon the express condition that, to the extent permitted by law, the foregoing
provisions of this Section are exclusive with respect to the replacement or payment of mutilated
(whether by defacement or otherwise) or destroyed, lost or stolen Securities and shall preclude any
and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted
to the contrary with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.




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     Section 3.8 Payment of Interest and Certain Additional Amounts; Interest Rights and
Certain Additional Amounts Preserved. The Holder of any Securities at the close of business on
the Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the
interest, if any, and any Additional Amounts payable on such Interest Payment Date notwithstanding
the cancellation of such Securities upon any registration of transfer or exchange subsequent to the
Regular Record Date and prior to such Interest Payment Date, and, if provided for in the Board
Resolution or supplemental indenture pursuant to Section 3.1, in the case of a Security issued
between a Regular Record Date and the initial Interest Payment Date relating to such Regular Record
Date, interest for the period beginning on the date of issue and ending on such initial Interest
Payment Date shall be paid to the Person to whom such Security shall have been originally issued.
Except as otherwise specified as contemplated by Section 3.1, for Securities of a particular series
the term “Regular Record Date” as used in this Section with respect to any Interest Payment Date
shall mean the close of business on the last day of the calendar month preceding such Interest
Payment Date if such Interest Payment Date is the fifteenth day of a calendar month and shall mean
the close of business on the fifteenth day of the calendar month preceding such Interest Payment
Date if such Interest Payment Date is the first day of a calendar month, whether or not such day
shall be a Business Day. At the option of the Company, payment of interest on any Security may be
made by check mailed to the address of the Person entitled thereto (which shall be the Depository
in the case of Global Securities) as such address shall appear in the Securities Register.



          If and to the extent the Company shall default in the payment of the interest due or any
Additional Amounts on such Interest Payment Date in respect of any Securities, such defaulted
interest shall be paid by the Company at its election in each case, as provided in clause (a) or
(b) below:




     (a) The Company may make payment of any defaulted interest to the Holder of Securities at the
close of business on a Special Record Date established by notice given by mail, by or on behalf of
the Company, to such Holder not less than 15 days preceding such Special Record Date, such Special
Record Date to be not less than 10 days preceding the date for payment of such defaulted interest.



     (b) 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
the Securities of such series 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, each Security delivered under this
Indenture upon registration of transfer of, or in exchange for, or in lieu of, any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.




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     Section 3.9 Cancellation of Securities; Destruction Thereof. All Securities
surrendered for payment, redemption, registration of transfer or exchange, or for credit against
any payment in respect of a sinking or analogous fund, shall, if surrendered to the Company or the
Guarantor or any Paying Agent or any Securities Registrar, be delivered to the Trustee for
cancellation or, if surrendered to the Trustee, shall be cancelled by it, and no Securities shall
be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture.
The Trustee shall, unless instructed to deliver the Securities to the Company in a Company Order,
destroy such cancelled Securities and, upon the Company’s written request, deliver certification of
their destruction to the Company. If the Company or the Guarantor shall acquire any of the
Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are delivered to the Trustee for
cancellation.



     Section 3.10 Temporary Securities. Pending the preparation by the Company of
definitive Securities of any series, the Company may execute and the Trustee shall authenticate and
make available for delivery in the manner provided in Section 3.3, temporary Securities for such
series (printed, lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be issuable in any
authorized denomination, and substantially in the form of the definitive Securities of such series
in lieu of which they are issued and having endorsed thereon Guarantees executed by the Guarantor
substantially in the form of the definitive Guarantees, but with such omissions, insertions and
variations as may be appropriate for temporary securities, all as may be determined by the Company
with the concurrence of the Trustee. Temporary Securities and Guarantees may contain such
reference to any provisions of this Indenture as may be appropriate. Every temporary Security
shall be executed by the Company and be authenticated by the Trustee upon the same conditions and
in substantially the same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Company shall execute and shall furnish definitive Securities of such series
and thereupon temporary Securities of such series may be surrendered in exchange therefor without
charge at the Corporate Trust Office of the Trustee, and the Trustee shall authenticate and make
available for delivery in exchange for such temporary Securities an equal aggregate principal
amount of definitive Securities of the same series. Such exchange shall be made by the Company at
its own expense and without any charge therefor except that in case of any such exchange involving
any registration of transfer the Company may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto. 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 authenticated and delivered hereunder.



     Section 3.11 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.



     Section 3.12 CUSIP Numbers. The Company in issuing the Securities may use “CUSIP”
numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”



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numbers in notices of redemption as a convenience to Holders as set-forth in Section 14.2.
The Company shall promptly notify the Trustee in writing of any change in “CUSIP” numbers.




ARTICLE 4




COVENANTS OF THE COMPANY 




          The Company covenants and agrees for the benefit of each series of Securities (except to the
extent that any series of Securities is excluded from the benefits of any of such covenants
pursuant to Section 3.1(n)) that on and after the date of original execution of this Indenture and
so long as any of the Securities of such series remain Outstanding:




     Section 4.1 Payment of Securities. The Company will duly and punctually pay or cause
to be paid the principal of any premium and interest on, and any Additional Amounts with respect to
the Securities of such series at the place or places, at the respective times and in the manner
provided in such Securities and in the Indenture.



     Section 4.2 Offices or Agency. So long as any of the Securities remain Outstanding,
the Company will maintain in the Borough of Manhattan, The City of New York, New York, an office or
agency where such Securities may be presented or surrendered for payment, where such Securities may
be surrendered for registration of transfer or exchange and where notices and demands to or upon
the Company in respect of such Securities and this Indenture may be served, which office or agency
shall initially be the Corporate Trust Office of the Trustee or, if the Corporate Trust Office of
the Trustee is not located in the Borough of Manhattan, The City of New York, such office or agency
shall be the principal corporate trust office of the Authenticating Agent designated pursuant to
Section 7.14 hereof. The Company will give prompt written notice to the Trustee of any change in
the location of any such office or agency. If at any time the Company shall fail to maintain such
required office or agency or shall fail to furnish the Trustee with the required information with
respect thereto, presentations, surrenders, notices and demands in respect of Securities may be
made or served at the Corporate Trust Office of the Trustee and the corporate trust office of any
Authenticating Agent appointed hereunder; and the Company hereby appoints the Trustee and any
Authenticating Agent appointed hereunder its agents 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 (in or
outside The City of New York) where the Securities of one or more series, or any Tranche thereof
may be presented or surrendered for any or all of such purposes, and may from time to time rescind
such designation; provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain for such purposes an office or agency in the
Borough of Manhattan, The City of New York. The Company will promptly notify the Trustee in
writing of any such designation or rescission thereof.




-28-









 








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




     Section 4.3 Money for Securities Payments to Be Held in Trust. If the Company or the
Guarantor shall at any time act as its own Paying Agent with respect to any series of Securities,
it shall, on or before each due date of the principal of, any premium or interest on or Additional
Amounts with respect to any of the Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the currency or currencies, currency unit or units
or composite currency or currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 3.1 for the Securities of such series) sufficient to pay
the principal or any premium, interest or Additional Amounts so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided, and shall promptly notify the
Trustee in writing of its action or failure so to act.




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




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




     (a) hold all sums held by it for the payment of the principal of, any premium or interest on
or any Additional Amounts with respect to Securities of such series or Tranche in trust for the
benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise
disposed of as provided in or pursuant to this Indenture;



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



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



-29-









 





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




          Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust
as provided in this Section is subject to the provisions of Section 12.3, Section 12.4 and Section
12.5.




     Section 4.4 Additional Amounts. All payments of principal of and premium, if any,
interest and any other amounts on, or in respect of, the Securities of any series shall be made
without withholding or deduction at source for, or on account of, any present or future taxes,
fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on
behalf of Bermuda or any other jurisdiction in which the Company or the Guarantor is organized
(each, a “taxing jurisdiction”) or any political subdivision or taxing authority thereof or
therein, unless such taxes, fees, duties, assessments or governmental charges are required to be
withheld or deducted by (i) the laws (or any regulations or ruling promulgated thereunder) of a
taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (ii) an
official position regarding the application, administration, interpretation or enforcement of any
such laws, regulations or rulings (including, without limitation, a holding by a court of competent
jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision
thereof).



          If a withholding or deduction at source is required, the Company or the Guarantor shall,
subject to certain limitations and exceptions set forth below, pay to the Holder of any such
Security such Additional Amounts as may be necessary so that every net payment of principal,
premium, if any, interest or any other amount made to such Holder, after such withholding or
deduction, shall not be less than the amount provided for in such Security and this Indenture to be
then due and payable; provided, however, that the Company and the Guarantor shall not be required
to make payment of such Additional Amounts for or on account of:




     (a) any tax, fee, duty, assessment or governmental charge of whatever nature which would not
have been imposed but for the fact that such Holder: (A) was a resident, domiciliary or national
of, or engaged in business or maintained a permanent establishment or was physically present in,
the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some
connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or
receipt of payment under, such Security; (B) presented such Security, where presentation is
required, for payment in the relevant taxing jurisdiction or any political subdivision thereof,
unless such Security could not have been presented for payment elsewhere; or (C) presented such
Security, where presentation is required, more than thirty (30) days after the date on which the
payment in respect of such Security first became due and payable or provided for,



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whichever is later, except to the extent that the Holder would have been entitled to such
Additional Amounts if it had presented such Security for payment on any day within such period of
thirty (30) days;




     (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax,
assessment or other governmental charge;



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



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



     (e) any combination of items (a), (b), (c) and (d).



          In addition, the Company shall not be required to pay Additional Amounts if a payment on a
Security is reduced as a result of any tax, assessment or other governmental charge that is imposed
and withheld at source solely by reason of the Holder (1) being or having been a foreign private
foundation or other foreign tax-exempt organization, (2) owning or having owned, actually or
constructively, 10% or more of the total combined voting power of all classes of shares of the
Company entitled to vote, (3) being or having been a “controlled foreign corporation” with respect
to which the Company is a “related person” within the meaning of the Internal Revenue Code of 1986,
as amended (the “Code”), (4) being or having been a bank receiving the interest pursuant to a loan
agreement in the ordinary course of its trade or business or (e) any combination of items (a), (b),
(c) and (d) above and (1), (2), (3), and (4) as contained herein.




          Further, neither the Company nor the Guarantor shall pay Additional Amounts with respect to
any payment of principal of, or premium, if any, interest or any other amounts on, any such
Security to any Holder who is a fiduciary, partnership, limited liability company, other fiscally
transparent entity or other than the sole beneficial owner of such note to the extent that such a
partner, member with respect to such a limited liability company or other fiscally transparent
entity, or beneficiary or settler with respect to such fiduciary would not have been entitled to
such additional amounts had it been the Holder of the Security. Moreover, neither the Company nor
the Guarantor shall provide any indemnification to the extent that any fiduciary, partnership,
limited liability company, other fiscally transparent entity or other than the sole beneficial
owner of such note fails to withhold any amounts so required by any relevant taxing jurisdiction.




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




          Except as otherwise provided in or pursuant to this Indenture or the related Board Resolution
of the applicable series, at least 10 days prior to the first Interest Payment Date with respect to
a series of Securities (or if the Securities of such series shall not bear interest prior to
Maturity, the first day on which a payment of principal is made), and at least 10 days prior to
each date of payment of principal or interest if there has been any change with respect to the
matters set forth in the below-mentioned Officers’ Certificate, the Company shall furnish to the
Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officers’
Certificate of the Company instructing the Trustee and such Paying Agent or Paying Agents whether
such payment of principal of and premium, if any, interest or any other amounts on the Securities
of such series shall be made to Holders of Securities of such series without withholding at source
for or on account of any tax, fee, duty, assessment or other governmental charge described in this
Section 4.4. If any such withholding at source shall be required, then such Officers’ Certificate
shall specify by taxing jurisdiction the amount, if any, required to be withheld on such payments
to such Holders of Securities and the Company agrees to pay to the Trustee or such Paying Agent the
Additional Amounts required by this Section 4.4. The Company covenants to indemnify the Trustee
and any Paying Agent for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any officers’ Certificate furnished
pursuant to this Section 4.4.




     Section 4.5 Redemption for Tax Purposes. The Company may redeem the Securities at its
option, in whole but not in part, at a Redemption Price equal to 100% of the principal amount,
together with accrued and unpaid interest and Additional Amounts, if any, to the date fixed for
redemption, at any time it receives an opinion of counsel that as a result of (i) any change in or
amendment to the laws or treaties (or any regulations or rulings promulgated under these laws or
treaties) of Bermuda or any taxing jurisdiction (or of any political subdivision or taxation
authority affecting taxation) or any change in the application or official interpretation of such
laws, treaties, regulations or rulings (including a holding, judgment or order by a court of
competent jurisdiction) which change on position becomes effective after the issuance of the
Securities, or (ii) any action taken by a taxing authority of Bermuda or any taxing jurisdiction
(or any political subdivision or taxing authority affecting taxation) which action is generally
applied or is taken with respect to the Company or the Guarantor, or (iii) a decision rendered by a
court of competent jurisdiction in Bermuda or any taxing jurisdiction (or any political



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subdivision) whether or not such decision was rendered with respect to the Company or the
Guarantor, there is a substantial probability that the Company will be required as of the next
Interest Payment Date to pay Additional Amounts with respect to the Securities as provided in
Section 4.4 and such requirements cannot be avoided by the use of reasonable measures (consistent
with practices and interpretations generally followed or in effect at the time such measures could
be taken) then available. If the Company elects to redeem the Securities under this provision, it
will give written notice of such election to the Trustee. If the Company elects to redeem the
Securities under this provision it will also mail a notice of redemption at least 30 days but no
more than 60 days before the Redemption Date to each Holder of the Securities to be redeemed.
Unless the Company defaults in the payment of the Redemption Price, on and after the Redemption
Date, interest will cease to accrue on the Securities or portions thereof called for redemption.
Any such redemption will be subject to ARTICLE 14 hereof.




     Section 4.6 Corporate Existence. Subject to ARTICLE 11, each of the Company and the
Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and
effect its legal existence and rights (charter and statutory) and franchises; provided, however,
that the foregoing shall not obligate the Company or the Guarantor to preserve any such right or
franchise if the Company or the Guarantor, as the case may be, shall determine that the
preservation thereof is no longer desirable in the conduct of its business and that the loss
thereof is not disadvantageous in any material respect to any Holder.



     Section 4.7 Certificates to Trustee. The Company will, within 120 days after the end
of each fiscal year, file with the Trustee an Officers’ Certificate of the Company complying with
the provisions of the second paragraph of Section 13.6, covering the period from the date of
original execution of this Indenture to [ _________ ] in the case of the first such certificate, and
covering the preceding calendar year in the case of each subsequent certificate, and stating
whether or not, to the knowledge of each of the signers, one of whom shall be the principal
executive officer, the principal financial officer or the principal accounting officer, the Company
has complied with the conditions and covenants on its part contained in this Indenture, and, if the
signers, to the best of their knowledge, know of any event which is, or after notice or lapse of
time or both would become, a default by the Company in the performance, observance or fulfillment
of any such condition or covenant, specifying each such default and the nature thereof. For the
purpose of this Section, compliance shall be determined without regard to any grace period or
requirement of notice provided pursuant to the terms of this Indenture.



          The Company shall deliver to the Trustee, within five days after the occurrence thereof,
written notice of any Event of Default or any event which after notice or lapse of time or both
would become an Event of Default pursuant to clause (c) of Section 6.1.




     Section 4.8 Calculation of Original Issue Discount. The Company shall file with the
Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of
original issue discount (including daily rates and accrual periods) accrued on any Outstanding
Original Issue Discount Securities as of the end of such year and (ii)



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such other specific information relating to such original issue discount as may then be
relevant under the Code, as amended from time to time.




ARTICLE 5




SECURITYHOLDER LISTS AND REPORTS BY THE 




COMPANY AND THE TRUSTEE




     Section 5.1 Company and Guarantor to Furnish Trustee Information as to Names and
Addresses of Securityholders. Each of the Company and the Guarantor covenants and agrees that
it will furnish or cause to be furnished to the Trustee a list in such form as the Trustee may
reasonably require of the names and addresses of the Holders of the Securities of each series
semiannually and not later than June 30 and December 31 in each year, and at such other times as
the Trustee may request in writing, as of a date no more than 15 days prior to the date such
information is so furnished; provided that, if and so long as the Trustee shall be the Securities
Registrar for such series, such list shall not be required to be furnished.



     Section 5.2 Preservation and Disclosure of Securityholder Lists. (a) The Trustee
shall preserve, in as current a form as reasonably practicable, the names and addresses of
Securityholders contained in the most recent list furnished to the Trustee as provided in Section
5.1 and the names and addresses of Securityholders received by the Trustee in its capacity as
Securities Registrar. The Trustee may destroy any list furnished to it as provided in Section 5.1
upon receipt of a new list so furnished.



     (a) The rights of Securityholders to communicate with other Securityholders with respect to
their rights under this Indenture or under the Securities, and the corresponding rights and duties
of the Trustee, shall be provided by the Trust Indenture Act.



     (b) Every Securityholder, 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 Securityholders
made pursuant to the Trust Indenture Act.



     Section 5.3 Reports by the Company. The Company covenants:



     (a) to file with the Trustee, within 15 days after the Company is required to file the same
with the Commission, copies of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission may from time to time
by rules and regulations prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to
file information, documents or reports pursuant to either of such Sections, then to file with the
Trustee and the Commission, in accordance with rules and regulations prescribed from time to time
by the Commission, such of the supplementary and periodic information, documents and reports which
may be required pursuant to Section 13 of the Exchange Act in respect of a



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security listed and registered on a national securities exchange as may be prescribed from
time to time in such rules and regulations;




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



     (c) to transmit by mail to the Holders of Securities in the manner and to the extent provided
in Section 5.4 within 30 days after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the Company pursuant to subsections (a)
and (b) of this Section as may be required to be transmitted to such Holders by rules and
regulations prescribed from time to time by the Commission.



          The delivery of such reports, information and documents to the Trustee pursuant to this
Section 5.3 is for informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates of the
Company) other than with respect to Section 7.2.




     Section 5.4 Reports by the Trustee. (a) Within 60 days after May 15 in each year
following the date of original execution of this Indenture, so long as any Securities are
Outstanding hereunder, the Trustee shall transmit by mail (with a copy to the Company and the
Guarantor) to the Securityholders of such series in the manner and to extent provided in Trust
Indenture Act Section 313(c), a brief report, as provided by the Trust Indenture Act Sections
313(a) and (b).



     (b) A copy of each such report shall, at the time of such transmission to the Securityholders
of any series, be furnished to the Company and be filed by the Trustee with each stock exchange
upon which the Securities of such series are listed and also with the Commission. The Company
agrees to notify the Trustee promptly when and as the Securities of any series become admitted to
trading on any national securities exchange.



ARTICLE 6




REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS 

ON EVENT OF DEFAULT




     Section 6.1 Event of Default Defined; Acceleration of Maturity; Waiver of Default.
“Event of Default”, with respect to the Securities of any series, wherever used herein,
means each one of the following events which shall have occurred and be continuing (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,



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decree or order of any court or any order, rule or regulation of any administrative or
governmental body), unless it is either inapplicable to a particular series or it is specifically
deleted or modified in the applicable resolution of the Board of Directors of the Company or in the
supplemental indenture under which such series of Securities is issued, as the case may be, as
contemplated by Section 3.1:




     (a) default in the payment of any interest on any of the Securities of such series, or any
Additional Amounts payable with respect thereto, as and when the same shall become due and payable,
and continuance of such default for a period of 30 days and the time for payment of such interest
or Additional Amounts has not been extended; provided, however that if the Company is permitted by
the terms of the Securities of the applicable series to defer the payment in question, the date on
which such payment is due and payable shall be the date on which the Company is required to make
payment following such deferral, if such deferral has been elected pursuant to the terms of the
Securities of that series; or



     (b) default in the payment of the principal of or premium, if any, on any of the Securities of
such series as, or any Additional Amounts payable with respect thereto, and when the same shall
become due and payable at Maturity, and the time for payment of such principal (or premium, if
any), or any Additional Amounts payable with respect thereto, has not been extended; provided,
however, that if the Company is permitted by the terms of the Securities of the applicable series
to defer the payment in question, the date on which such payment is due and payable shall be the
date on which the Company is required to make payment following such deferral, if such deferral has
been elected pursuant to the terms of the Securities of that series; or



     (c) default in the performance or breach of any other covenant or warranty of the Company or
the Guarantor in respect of the Securities of such series (other than a covenant or warranty in
respect of the Securities of such series a default in whose performance or observance is elsewhere
in this Section specifically dealt with), and continuance of such default for a period of 60 days
after written notice has been given, by registered or certified mail, to the Company and the
Guarantor by the Trustee, or to the Company, the Guarantor and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities of all series affected thereby,
specifying such default and requiring it to be remedied and stating that such notice is a “Notice
of Default” hereunder; or



     (d) default in the payment at Maturity of Indebtedness of the Company or the Guarantor in
excess of $50,000,000 or if any event of default as defined in any mortgage, indenture or
instrument under which there may be issued, or by which there may be secured or evidenced, any
Indebtedness of the Company or the Guarantor (other than Indebtedness which is non-recourse to the
Company or the Guarantor) shall happen and shall result in the acceleration of more than
$50,000,000 in principal amount of such Indebtedness (after giving effect to any applicable grace
period) and such default shall not be cured or waived or such acceleration shall not be rescinded
or annulled within a period of 30 days after written notice shall have been given, by registered or
certified mail, to the Company and the Guarantor by the Trustee or to the Company, the Guarantor



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and the Trustee by the Holders of at least 25% in principal amount of the Outstanding
Securities of such series, specifying such default or event of default and requiring the Company or
the Guarantor, as the case may be, to cause such default to be cured or waived or to cause such
acceleration to be rescinded or annulled or to cause such Indebtedness to be discharged and stating
that such notice is a “Notice of Default” hereunder; or




     (e) the Company or the Guarantor shall fail within 60 days to pay, bond or otherwise discharge
any uninsured judgment or court order for the payment of money in excess of $50,000,000, which is
not stayed on appeal or is not otherwise being appropriately contested in good faith; or



     (f) a court having jurisdiction in the premises shall enter a decree or order for relief in
respect of the Company or the Guarantor in an involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or, under any such law, (i) appointing
a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the
Company or the Guarantor or for any substantial part of its property or (ii) ordering the winding
up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for
a period of 60 consecutive days; or



     (g) the Company or the Guarantor shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or, under any such law, (i)
consent to the entry of an order for relief in an involuntary case under any such law, (ii) consent
to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee or
sequestrator (or similar official) of the Company, the Guarantor or for any substantial part of its
property, or (iii) make any general assignment for the benefit of creditors; or



     (h) default in the performance or breach of the conditions of Section 11.1 and Section 11.2,
and the continuation of such violation for 60 days after written notice has been given, by
registered or certified mail, to the Company and the Guarantor by the Trustee or to the Company,
the Guarantor and the Trustee by the Holders of at least 25% in principal amount of the Outstanding
Securities of such series, specifying such failure to comply and requiring it to be remedied and
stating that such notice is a “Notice of Default”; or



     (i) the Guarantee ceases to be in full force and effect or the Guarantor or any person acting
on its behalf, shall deny or disaffirm the obligations of the Guarantor under this Indenture or the
Guarantee; or



     (j) any other Event of Default established by or pursuant to a resolution of the Board of
Directors of the Company or one or more indentures supplemental hereto as applicable to the
Securities of such series.



          If an Event of Default described in clause (a), (b), (c), (d), (e), (h), (i) or (j) above
occurs and is continuing with respect to Securities of any series at the time Outstanding, the
Trustee or the Holders of not less than 25% in aggregate principal




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amount of the Securities of such series then Outstanding, by notice in writing to the Company
and the Guarantor (and to the Trustee if given by Securityholders), may declare the entire
principal (or, if the Securities of such series are Original Issue Discount Securities, such
portion of the principal as may be specified in the terms of such series) of all Securities of such
series and the interest accrued thereon, if any, to be due and payable immediately, and upon any
such declaration the same shall become immediately due and payable. If any Event of Default
described in clause (f) or (g) above occurs and is continuing, all unpaid principal of the
Securities then Outstanding of that series and the interest accrued thereon, if any, shall ipso
facto become and be immediately due and payable without declaration, presentment, demand or notice
of any kind by the Trustee or any Holder of Securities of that series.




          The foregoing provisions, however, are subject to the condition that if, at any time after a
declaration of acceleration with respect to the Securities of any series has been made and before
any judgment or decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Company or the Guarantor shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest, if any, and any Additional Amounts with
respect to all the Securities of such series (or upon all the Securities, as the case may be) and
the principal of (and premium, if any, on) any and all Securities of such series (or of all the
Securities, as the case may be) which shall have become due otherwise than by acceleration (with
interest upon such principal and premium, if any, and, to the extent that payment of such interest
is enforceable under applicable law, on overdue installments of interest or Additional Amounts, at
the Overdue Rate applicable to such series to the date of such payment or deposit) and all amounts
payable to the Trustee pursuant to the provisions of Section 7.6, and such amount as shall be
sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and
all other expenses and liabilities incurred, and all advances made, by the Trustee except as a
result of negligence or bad faith, and if any and all Events of Default under the Indenture, other
than the nonpayment of the principal of and accrued interest on and any Additional Amounts with
respect to Securities of such series which shall have become due by acceleration, shall have been
cured, waived or otherwise remedied as provided herein — then and in every such case the Holders of
a majority in aggregate principal amount of the Securities of such series (each series voting as a
separate class), or of all the Securities (voting as a single class), as the case may be, then
Outstanding, by written notice to the Company, the Guarantor and to the Trustee, may waive all
defaults with respect to that series (or with respect to all the Securities, as the case may be)
and rescind and annul such acceleration and its consequences, but no such waiver or rescission and
annulment shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon.




          For all purposes under this Indenture, if a portion of the principal of any Original Issue
Discount Security shall have been accelerated and declared or become due and payable pursuant to
the provisions hereof, then, from and after such acceleration, unless such acceleration has been
rescinded and annulled, the principal amount of such Original Issue Discount Security shall be
deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and
payable as a result of such acceleration, and payment of such portion of the principal thereof as
shall be due and




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payable as a result of such acceleration, together with interest, if any, thereon and all
other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount
Security.




     Section 6.2 Collection of Indebtedness by Trustee; Trustee May Prove Debt. The
Company covenants that (a) in case default shall be made in the payment of any installment of
interest on or any Additional Amounts with respect to any of the Securities of any series when such
interest shall have become due and payable, and such default shall have continued for a period of
30 days or (b) in case default shall be made in the payment of all or any part of the principal of
or any premium, if any, on any Securities of any series or any Additional Amounts with respect
thereto when the same shall have become due and payable, whether upon Stated Maturity of the
Securities of such series or upon any redemption or by acceleration or otherwise, then upon demand
of the Trustee for such series, the Company will pay to the Trustee for the benefit of the Holder
of any such Security the whole amount that then shall have become due and payable on any such
Security for the principal, premium, if any, and interest, if any, with interest upon the overdue
principal and premium, if any, and, so far as payment of the same is enforceable under applicable
law, on overdue installments of interest and Additional Amounts, at the Overdue Rate applicable to
any such Security; and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, and any further amounts payable to the Trustee, its agents
and counsel pursuant to the provisions of Section 7.6.



          In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in
its own name and as trustee of an express trust, shall be entitled and empowered to institute any
action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Company, the Guarantor or other obligor upon such Securities
and collect in the manner provided by law out of the property of the Company, the Guarantor or
other obligor upon such Securities, wherever situated, the moneys adjudged or decreed to be
payable.




          The Trustee shall be entitled and empowered, either in its own name as trustee of an express
trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities,
to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be
necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities
allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment,
reorganization or other similar proceedings, or any judicial proceedings, relative to the Company,
the Guarantor or any other obligor on the Securities or its creditors or its property. The Trustee
is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking
and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and
lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file
in the respective names of the Holders of the Securities any proof of debt, amendment of proof of
debt, claim, petition or other document in any such proceedings and to receive payment of any sums
becoming distributable on account thereof, and to




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execute any other papers and documents and do and perform any and all acts and things for and
on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the
Trustee in order to have the respective claims of the Holders of the Securities against the
Company, the Guarantor or any other obligor on the Securities and/or its property allowed in any
such proceedings, and to receive payment of or on account of such claims; provided, however, that
nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or
accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment
of the Company, the Guarantor or any other obligor on the Securities or, by other action of any
character in any such proceeding, to waive or change in any way any right of any Holder of any
Security, even though it may otherwise be entitled so to do under any present or future law, all
such power or authorization being hereby expressly denied.




          All rights of action and of asserting claims under this Indenture or under any of the
Securities may be enforced by the Trustee without the possession of any of the Securities or the
production thereof in any trial or other proceedings relative thereto, and any such action or
proceedings instituted by the Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and
compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys,
shall be for the ratable benefit of the holders of the Securities in respect of which such action
was taken.




          In any proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be a party), the
Trustee shall be held to represent all the Holders of the Securities in respect of which such
action was taken, and it shall not be necessary to make any Holders of such Securities parties to
any such proceedings.




     Section 6.3 Application of Proceeds. Any moneys collected by the Trustee pursuant to
this Article in respect of any series of the Securities, together with any other sums held by the
Trustee (as such) hereunder (other than sums held in trust for the benefit of the Holders of
particular Securities), shall be applied in the following order at the date or dates fixed by the
Trustee and, in case of the distribution of such moneys on account of principal, or any premium,
interest or Additional Amounts, upon presentation (except in respect of Subdivision First below) of
the several Securities in respect of which moneys have been collected and stamping (or otherwise
noting) thereon the payment, or issuing Securities of such series in reduced principal amounts in
exchange for the presented Securities of like series if only partially paid, or upon surrender
thereof if fully paid:



          FIRST: To the payment of costs and expenses applicable to such series in respect of which
moneys have been collected, including reasonable compensation to the Trustee and each predecessor
Trustee and their respective agents and attorneys and of all expenses and liabilities incurred, and
all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or
bad faith, and all other amounts due to the Trustee or any predecessor Trustee pursuant to Section
7.6;




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          SECOND: In case the principal of the Securities of such series in respect of which moneys
have been collected shall not have become and be then due and payable, to the payment of interest
and any Additional Amounts on the Securities of such series in default in the order of the maturity
of the installments of such interest, with interest (to the extent that such interest has been
collected by the Trustee), so far as it may be enforceable under applicable law, upon the overdue
installments of interest and any Additional Amounts at the Overdue Rate applicable to such series,
such payments to be made ratably to the Persons entitled thereto, without discrimination or
preference;




          THIRD: In case the principal of the Securities of such series in respect of which moneys have
been collected shall have become and shall be then due and payable, to the payment of the whole
amount then owing and unpaid upon all the Securities of such series for principal and premium, if
any, and interest, if any, and any Additional Amounts, with interest upon the overdue principal and
premium, if any, and (to the extent that such interest has been collected by the Trustee), so far
as payment of the same is enforceable under applicable law, upon overdue installments of interest
and any Additional Amounts, if any, at the Overdue Rate applicable to such series; and in case such
moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities
of such series, then to the payment of such principal, premium, if any, and interest, if any, and
any Additional Amounts, without preference or priority of principal and premium, if any, over
interest or any Additional Amounts, or of interest or any Additional Amounts, if any, over
principal and premium, if any, or of any installment of interest over any other installment of
interest, or of any Security of such series over any other Security of such series, ratably to the
aggregate of such principal, premium, if any, and accrued and unpaid interest, if any; and




          FOURTH: To the payment of the remainder, if any, to the Company or the Guarantor, as the case
may be, or as a court of competent jurisdiction may direct in writing.




     Section 6.4 Suits for Enforcement. In case an Event of Default with respect to
Securities of any series has occurred, has not been waived and is continuing, the Trustee may in
its discretion proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce
any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Indenture or in aid of the
exercise of any power granted in this Indenture or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.



     Section 6.5 Restoration of Rights on Abandonment of Proceedings. In case the Trustee
or any Holder shall have proceeded to enforce any right under this Indenture and such proceedings
shall have been discontinued or abandoned for any reason, or shall have been determined adversely
to the Trustee or such Holder, then and in every such case (subject to the binding effect of any
determination made in such proceedings) the Company, the Guarantor and the Trustee and each of the
Holders shall be restored severally and respectively to their former positions and rights
hereunder, and (subject as



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aforesaid) all rights, remedies and powers of the Company, the Trustee and the Holders shall
continue as though no such proceedings had been instituted.




     Section 6.6 Limitations on Suits by Securityholders. No Holder of any Security of any
series shall have any right by virtue or by availing of any provision of this Indenture to
institute an action or proceeding at law or in equity or in bankruptcy or otherwise upon or under
or with respect to this Indenture, or for the appointment of a trustee, receiver, liquidator,
custodian or other similar official or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of an Event of Default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of not less than 25% in
aggregate principal amount of the Securities of such series then Outstanding shall have made
written request upon the Trustee to institute such action or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against
the costs, expenses and liabilities to be incurred therein or thereby and the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity shall have failed to institute any
such action or proceeding and no direction inconsistent with such written request shall have been
given to the Trustee pursuant to Section 6.9; it being understood and intended, and being expressly
covenanted by the taker and Holder of every Security with every other taker and Holder of any
Security and with the Trustee, that no one or more Holders of Securities of any series shall have
any right in any manner whatever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of any other Holder of Securities, or to obtain or seek to
obtain priority over or preference to any other such Holder or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and common benefit of
all Holders of Securities of such series. For the protection and enforcement of the provisions of
this Section, each and every Holder of Securities of any series and the Trustee shall be entitled
to such relief as can be given either at law or in equity.



     Section 6.7 Unconditional Right of Securityholders to Institute Certain Suits.
Nothing contained in this Indenture or in the Securities of any series shall affect or impair the
obligation of the Company and the Guarantor, which is unconditional and absolute, to pay the
principal of, and premium, if any, and interest, if any, on, and any Additional Amounts with
respect to, the Securities of such series at the respective places, at the respective times, at the
respective rates, in the respective amounts and in the coin or currency therein and herein
prescribed, or affect or impair the right of action, which is also absolute and unconditional, of
any Holder of any Security to institute suit to enforce such payment at the respective due dates
expressed in such Security, or upon redemption, by declaration, repayment or otherwise as herein
provided without reference to, or the consent of, the Trustee or the Holder of any other Security,
unless such Holder consents thereto or unless and to the extent that the institution or
prosecution.



     Section 6.8 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default.
Except as provided in Section 6.6, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holder of any Security 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



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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.




          No delay or omission of the Trustee or of any Holder of any Security of any series to exercise
any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall
impair any such right or power or shall be construed to be a waiver of any such Event of Default or
an acquiescence therein; and, subject to Section 6.6, every power and remedy given by this
Indenture or by law to the Trustee or to the Holder of any Security may be exercised from time to
time, and as often as shall be deemed expedient, by the Trustee or by the Holder of such Security.




     Section 6.9 Control by Holders of Securities. The Holders of a majority in aggregate
principal amount of the Securities of each series affected (with each series voting as a separate
class) at the time Outstanding 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 by this Indenture; provided
that such direction shall not be otherwise than in accordance with law and the provisions of this
Indenture, and provided, further, that (subject to the provisions of Section 7.1) the Trustee shall
have the right to decline to follow any such direction if the Trustee, being advised by counsel,
shall determine that the action or proceeding so directed may not lawfully be taken or if the
Trustee in good faith by its board of directors, the executive committee or a trust committee of
directors or Responsible Officers of the Trustee shall determine that the action or proceedings so
directed would expose the Trustee to personal liability or if the Trustee in good faith shall so
determine that the actions or forebearances specified in or pursuant to such direction would be
unduly prejudicial to the interests of Holders of the Securities of all series so affected not
joining in the giving of said direction, it being understood that (subject to Section 7.1) the
Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly
prejudicial to such Holders.



          As between the Trustee and the Holders of the Securities, nothing in this Indenture shall
impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee
and which is not inconsistent with such direction or directions by Securityholders.




     Section 6.10 Waiver of Past Defaults. Subject to Section 6.1, the Holders of not less
than a majority in principal amount of the Outstanding Securities of any series on behalf of the
Holders of all the Securities of such series may waive any past default hereunder with respect to
such series and its consequences, except a default:



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




          (2) in respect of a covenant or provision hereof which under ARTICLE 10 cannot be modified or
amended without the consent of the Holder of each Outstanding Security of such series affected.




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          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 6.11 Trustee to Give Notice of Default, But May Withhold in Certain
Circumstances. The Trustee shall transmit to the Securityholders of any series, as the names
and addresses of such Holders appear on the Security Register, notice by mail of all defaults known
to a Responsible Officer of the Trustee which have occurred with respect to such series, such
notice to be transmitted within 60 days after the occurrence thereof, unless such defaults shall
have been cured before the giving of such notice (the term “default” or “defaults” for the purposes
of this Section being hereby defined to mean any event or condition which is, or with notice or
lapse of time or both would become, an Event of Default); provided that, except in the case of
default in the payment of the principal of, or premium, if any, or interest, if any, on, or any
Additional Amounts with respect to, any of the Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the Securityholders of such
series.



     Section 6.12 Right of Court to Require Filing of Undertaking to Pay Costs. The
parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee,
to any suit instituted by any Securityholder or group of Securityholders of any series holding in
the aggregate more than 10% in aggregate principal amount of the Securities of such series
Outstanding, or, in the case of any suit relating to or arising under Section 6.1(c) or Section
6.1(i) (if the suit relates to Securities of more than one but fewer than all series), 10% in
aggregate principal amount of Securities Outstanding affected thereby, or, in the case of any suit
relating to or arising under Section 6.1(c) or Section 6.1(i) (if the suit under clause (d) or (g)
relates to all the Securities then Outstanding), Section 6.1(f) or Section 6.1(g), 10% in aggregate
principal amount of all Securities Outstanding, or to any suit instituted by any Holder of
Securities for the enforcement of the payment of the principal of, or premium, if any, or interest,
if any, on, any Security on or after the due date expressed in such Security.



     Section 6.13 Waiver of Usury, Stay or Extension Laws. Each of the Company and the
Guarantor covenants that (to the extent that it may lawfully do so) it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury,
stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture;



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and each of the Company and the Guarantor expressly waives (to the extent that it may lawfully
do so) all benefit or advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.




     Section 6.14 Delay or Omission Not Waiver. No delay or omission of the Trustee or of
any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to
any Holder of a Security may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by such Holder, as the case may be.



ARTICLE 7




CONCERNING THE TRUSTEE 




     Section 7.1 Duties and Responsibilities of the Trustee; During Default; Prior to
Default. With respect to the Holders of any series of Securities issued hereunder, the
Trustee, prior to the occurrence of an Event of Default with respect to the Securities of that
series and after the curing or waiving of all Events of Default which may have occurred with
respect to such series, undertakes to perform such duties and only such duties as are specifically
set forth in this Indenture. In case an Event of Default with respect to the Securities of a
series has occurred (which has not been cured or waived), the Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.



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




     (a) prior to the occurrence of an Event of Default with respect to the Securities of such
series and after the curing or waiving of all such Events of Default with respect to such series
which may have occurred:




       (i) the duties and obligations of the Trustee shall be determined solely by the
express provisions of this Indenture, and the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this Indenture,
and no implied covenants or obligations shall be read into this Indenture against the
Trustee; and




       (ii) in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any statements, certificates or opinions furnished to the Trustee
and conforming to the requirements of this Indenture; but



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in the case of any such statements, certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not they conform to the requirements of
this Indenture;



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



     (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with the direction of the Holders of Securities pursuant to Section
6.9 relating to the time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.



          None of the provisions contained in this Indenture shall require the Trustee to expend or risk
its own funds or otherwise incur personal financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.




     Section 7.2 Certain Rights of the Trustee.



          Subject to Section 7.1:




     (a) the Trustee may conclusively rely and shall be protected in acting or refraining from
acting upon any resolution, Officers’ Certificate or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other
paper or document (whether in original or facsimile form) (whether in original or facsimile form)
believed by it to be genuine and to have been signed or presented by the proper party or parties;



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



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



     (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in
it by this Indenture at the request, order or direction of any of the Securityholders pursuant to
the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities
which might be incurred therein or thereby;



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     (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and
believed by it to be authorized or within the discretion, rights or powers conferred upon it by
this Indenture;



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



     (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 not regularly in its employ, and the
Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or
attorney appointed with due care by it hereunder;



     (h) 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 during reasonable hours and upon reasonable notice
the books, records and premises of the Company or the Guarantor, or both, personally or by agent or
attorney;



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



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



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



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     Section 7.3 Trustee Not Responsible for Recitals, Disposition of Securities or Application
of Proceeds Thereof. The recitals contained herein and in the Securities, except the
certificates of authentication, shall be taken as the statements of the Company or the Guarantor,
as the case may be, and the Trustee assumes no responsibility for the correctness of the same,
except that the Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder and that the
statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company and the
Guarantor are true and accurate, subject to the qualifications set forth therein. The Trustee
makes no representation as to the validity or sufficiency of this Indenture or of the Securities or
the Guarantees. The Trustee shall not be accountable for the use or application by the Company of
any of the Securities or of the proceeds thereof.



     Section 7.4 Trustee and Agents May Hold Securities; Collections, etc. The Trustee,
any Paying Agent, Securities Registrar, Authenticating Agent or any agent of the Company, the
Guarantor or the Trustee, in its individual or any other capacity, may become the owner or pledgee
of Securities with the same rights it would have if it were not the Trustee or such agent, and,
subject to Section 7.8 and Section 7.13, if operative, may otherwise deal with the Company and the
Guarantor and receive, collect, hold and retain collections from the Company and the Guarantor with
the same rights it would have if it were not the Trustee, Paying Agent, Securities Registrar,
Authenticating Agent or such agent.



     Section 7.5 Moneys Held by Trustee. Subject to the provisions of Section 12.3, all
moneys received by the Trustee shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received, but need not be segregated from other funds except
to the extent required by mandatory provisions of law. The Trustee shall have no liability for
interest on money it receives and holds in trust except as specifically provided herein.



     Section 7.6 Compensation and Indemnification of Trustee and Its Prior Claim. Each of
the Company and the Guarantor, jointly and severally, covenants and agrees to pay the Trustee
from time to time, and the Trustee shall be entitled to such compensation as the Company, the
Guarantor and the Trustee may from time to time agree in writing for all services rendered by the
Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) and each of the Company and the Guarantor, jointly
and severally, covenants and agrees to pay or reimburse the Trustee and each predecessor trustee
upon its request for all reasonable expenses, disbursements and advances incurred or made by or on
behalf of it in accordance with any of the provisions of this Indenture (including the reasonable
compensation and the expenses and disbursements of its counsel and of all agents and other Persons
not regularly in its employ) except any such expense, disbursement or advance as shall be
attributable to its negligence or bad faith. Each of the Company and the Guarantor, jointly and
severally, also covenants to indemnify the Trustee and each predecessor trustee for, and hold it
harmless against, any loss, liability, damage, claims or expense, including taxes (other than taxes
measured by the income of the Trustee or otherwise applicable to the Trustee for operations outside
the scope of this Indenture)



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incurred without negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and the performance of its
duties hereunder, including the costs and expenses of defending itself against or investigating any
claim of liability in connection with the exercise or performance of any of its powers or duties
hereunder except to the extent that any such loss, liability, damage, claims or expense shall be
attributable to the Trustee’s negligence or bad faith. The obligations of the Company and the
Guarantor under this Section to compensate and indemnify the Trustee and each predecessor trustee
and to pay or reimburse the Trustee and each predecessor trustee for expenses, disbursements and
advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture and resignation or removal of the Trustee. Such additional
indebtedness shall be a lien prior to that of the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of the Holders of
particular Securities. If the Trustee incurs expenses or renders services after the occurrence of
an event of default specified in clause (f) or (g) of Section 6.1 of this Indenture, the expenses
and compensation for the services will be intended to constitute expenses of administration under
the Federal Bankruptcy Code or any applicable federal or state law for relief of debtors.




     Section 7.7 Right of Trustee to Rely on Officers’ Certificate, etc. Subject to
Section 7.1 and Section 7.2, whenever in the administration of the trusts of this Indenture the
Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking
or suffering or omitting any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an Officers’
Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad
faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted by it under the provisions of this Indenture upon the good faith thereof.



     Section 7.8 Qualification of Trustee; Conflicting Interests. The Trustee for the
Securities of any series issued hereunder shall be subject to the provisions of Section 310(b) of
the Trust Indenture Act during the period of time provided for therein. In determining whether the
Trustee has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with
respect to the Securities of any series, there shall be excluded this Indenture with respect to
Securities of any particular series of Securities other than that series. Nothing herein shall
prevent the Trustee from filing with the Commission the application referred to in the penultimate
paragraph of Section 310(b) of the Trust Indenture Act.



     Section 7.9 Persons Eligible for Appointment as Trustee. There shall at all times be
a Trustee hereunder for each series of Securities, which shall be at all times either:



     (a) a corporation organized and doing business under the laws of the United States of America
or of any State or territory or the District of Columbia, authorized



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under such laws to exercise corporate trust powers and subject to supervision or examination
by Federal, State, territory or District of Columbia authority; or




     (b) a corporation or other Person organized and doing business under the laws of a foreign
government that is permitted to act as Trustee pursuant to a rule, regulation or order of the
Commission, authorized under such laws to exercise corporate trust powers, and subject to
supervision or examination by authority of such foreign government or a political subdivision
thereof substantially equivalent to supervision or examination applicable to United States
institutional trustees, in either case having a combined capital and surplus of at least
$50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law
or to requirements of the aforesaid supervising or examining authority, then for the purposes of
this Section 7.9, the combined capital and surplus of such corporation 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 for the Securities of any series shall cease to be eligible in accordance
with the provisions of this Section 7.9, it shall resign immediately in the manner and with the
effect hereinafter specified in this Article. Neither the Company nor the Guarantor nor any Person
directly or indirectly controlling, controlled by, or under common control with the Company or the
Guarantor shall serve as Trustee for the Securities of any series issued hereunder.



     Section 7.10 Resignation and Removal; Appointment of Successor Trustee.
(a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign by
giving written notice of resignation to the Company and the Guarantor and by mailing notice thereof
by first-class mail to Holders of the Securities at their last addresses as they shall appear on
the Security Register. Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee or trustees by written instrument in duplicate, executed by authority
of the Board of Directors of the Company, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after the mailing of such
notice of resignation, the resigning Trustee may petition at the expense of the Company any court
of competent jurisdiction for the appointment of a successor trustee, or any Securityholder who has
been a bona fide Holder of a Security or Securities for at least six months may, subject to the
provisions of Section 6.12, on behalf of himself and all others similarly situated, petition any
such court for the appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor trustee.



     (b) In case at any time any of the following shall occur:




     (i) the Trustee shall fail to comply with the provisions of Section 310(b) of the
Trust Indenture Act after written request therefor by the Company, by the Guarantor or by
any Securityholder who has been a bona fide Holder of a Security or Securities for at least
six months unless the Trustee’s duty to resign is stayed in accordance with the provisions
of Section 310(b) of the Trust Indenture Act; or



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     (ii) the Trustee shall cease to be eligible in accordance with the provisions of
Section 7.9 and shall fail to resign after written request therefor by the Company, by the
Guarantor or by any Securityholder; or the Trustee shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent; or a receiver or liquidator 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 case, the Company may remove the Trustee and appoint a successor
trustee by written instrument, in duplicate, executed by order of the Board of Directors of
the Company, one copy of which instrument shall be delivered to the Trustee so removed and
one copy to the successor trustee, or, subject to the provisions of Section 6.12, any
Securityholder who has been a bona fide Holder of a Security or Securities 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 and the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.



     (c) The Holders of a majority in aggregate principal amount of the Securities at the time
Outstanding may at any time remove the Trustee and appoint a successor trustee by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Company and to the Guarantor
the evidence provided for in Section 8.1 of the action in that regard taken by the Securityholders.



     (d) No resignation or removal of the Trustee and no appointment of a successor trustee
pursuant to any of the provisions of this Section 7.10 shall become effective until acceptance of
appointment by the successor trustee as provided in Section 7.11.



     Section 7.11 Acceptance of Appointment by Successor Trustee. Any successor trustee
appointed as provided in Section 7.10 shall execute, acknowledge and deliver to the Company, to the
Guarantor and to its predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become vested with all
rights, powers, duties and obligations of its predecessor hereunder, with like effect as if
originally named as trustee hereunder; but nevertheless, on the written request of the Company, the
Guarantor or of the successor trustee, upon payment of all amounts due to the Trustee under Section
7.6, the Trustee ceasing to act shall, subject to Section 4.4, pay over to the successor trustee
all moneys at the time held by it hereunder and shall execute and deliver an instrument
transferring to such successor trustee all such rights, powers, duties and obligations. Upon
request of any successor trustee, the Company and the Guarantor shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any Trustee ceasing to act, shall, nevertheless, retain a
prior lien upon all property or funds held or collected by such trustee to secure any amounts then
due it pursuant to the provisions of Section 7.6.



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          No successor trustee shall accept appointment as provided in this Section 7.11 unless at the
time of such acceptance such successor trustee shall be qualified under the provisions of Section
7.8 and eligible under the provisions of Section 7.9.




          Upon acceptance of appointment by any successor trustee as provided in this Section 7.11, the
Company shall mail notice thereof by first-class mail to the Holders of Securities at their last
addresses as they shall appear on the Security Register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for by the preceding
sentence may be combined with the notice called for by Section 7.10. If the Company fails to mail
such notice within 10 days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Company.




     Section 7.12 Merger, Conversion, Consolidation or Succession to Business of Trustee.
Any corporation in 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 substantially all of the corporate
trust business of the Trustee, shall be the successor of the trustee hereunder, provided that such
corporation shall be qualified under the provisions of and eligible under the provisions of Section
7.9, without the execution or filing of any paper or any further act (including the giving of any
notice to Securityholders) on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.



          In case at the time such successor to the Trustee shall succeed to the trusts created by this
Indenture any of the Securities shall have been authenticated but not delivered, any such successor
to the Trustee may adopt the certificate of authentication of any predecessor trustee and deliver
such Securities so authenticated; and, in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such Securities either in the
name of any predecessor hereunder or in the name of the successor trustee; and in all such cases
such certificate shall have the full force which it is anywhere in the Securities or in this
Indenture provided for the certificate of authentication of the Trustee.




     Section 7.13 Preferential Collection of Claims Against the Company or the Guarantor.
The Trustee shall comply with Trust Indenture Act Section 311(a), excluding any creditor
relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or has been
removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated.



     Section 7.14 Authenticating Agent.



          So long as any Securities remain Outstanding, if the Corporate Trust Office of the Trustee is
not located in the Borough of Manhattan, The City of New York, or otherwise upon a Company Request,
there shall be an authenticating agent (the “Authenticating Agent”) appointed, for such period as
the Company shall elect, by the Trustee to act as its agent on its behalf and subject to its
direction in connection with the




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authentication and delivery of Securities. Securities authenticated by such Authenticating
Agent shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by such Trustee. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or to 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
such Trustee by such Authenticating Agent. Such Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United States of America or of any
State or of the District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or
examination by Federal, State or District of Columbia authority. If the Corporate Trust Office of
the Trustee is not located in the Borough of Manhattan, The City of New York, the Authenticating
Agent shall have its principal office and place of business in the Borough of Manhattan, The City
of New York.




          Any corporation into which any Authenticating Agent may be merged or converted, or with which
it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without
the execution or filing of any paper or any further act on the part of the Trustee or such
Authenticating Agent.




          Any Authenticating Agent may at any time, and if it shall cease to be eligible shall, resign
by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice of termination to
such Authenticating Agent and to the Company and the Guarantor. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section 7.14, the Trustee shall upon
Company Request appoint a successor Authenticating Agent, and the Company shall provide notice of
such appointment to all Holders of Securities in the manner and to the extent provided in Section
13.4. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all rights, powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent herein. The Company agrees to pay or to
cause to be paid to the Authenticating Agent from time to time reasonable compensation for its
services. The Authenticating Agent shall have no responsibility or liability for any action taken
by it as such in good faith at the direction of the Trustee.




ARTICLE 8




CONCERNING THE HOLDERS OF SECURITIES 




     Section 8.1 Action by Holders. Whenever in this Indenture it is provided that the
Holders of a specified percentage in aggregate principal amount of the Securities of any series may
take any action (including the making of any demand or request, the



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giving of any notice, consent or waiver or the taking of any other action) the fact that at
the time of taking any such action the Holders of such specified percentage have joined therein may
be evidenced (a) by any instrument or any number of instruments of similar tenor executed by
Holders in Person or by agent or proxy appointed in writing, or (b) by the record of Holders voting
in favor thereof at any meeting of such Holders duly called and held in accordance with the
provisions of ARTICLE 9, or (c) by a combination of such instrument or instruments and any such
record of such a meeting of Holders. The Company may (but shall not be required to) set a record
date for purposes of determining the identity of Securityholders entitled to vote or consent to any
action by vote or consent authorized or permitted under this Indenture, which record date shall be
the later of 10 days prior to the first solicitation of such consent or the date of the most recent
list of Holders furnished to the Trustee pursuant to Section 5.1 of this Indenture prior to such
solicitation. If a record date is fixed, those Persons who were Securityholders at such record
date (or their duly designated proxies), and only those Persons, shall be entitled to take such
action by vote or consent or to revoke any vote or consent previously given, whether or not such
Persons continue to be Holders after such record date.




     Section 8.2 Proof of Execution of Instruments by Holders of Securities. Subject to
Section 7.1, Section 7.2 and Section 9.5, the execution of any instrument by a Holder of a Security
or his agent or proxy may be proved in any reasonable manner that the Trustee deems sufficient,
including, without limitation, in the following manner:



          The fact and date of the execution by any such Person of any instrument may be proved by the
certificate of any notary public or other officer authorized to take acknowledgments of deeds, that
the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit
or written statement of a witness to such execution. Where such execution is by an officer of a
corporation or association or a member of a partnership on behalf of such corporation, association
or partnership, as the case may be, or by any other Person acting in a representative capacity,
such certificate, affidavit or written statement shall also constitute sufficient proof of his
authority.




          The ownership of Securities shall be proved by the Securities Register or by a certificate of
the Securities Registrar.




          The record of any Holders’ meeting shall be proved in the manner provided in Section 9.6.




     Section 8.3 Holders to be Treated as Owners. The Company, the Guarantor, the Trustee
and any agent of the Company, the Guarantor or the Trustee may deem and treat the Person in whose
name any Security shall be registered upon the Security Register as the absolute owner of such
Security (notwithstanding any notation of ownership or other writing thereon) for the purpose of
receiving payment of principal of, and premium, if any, and (subject to Section 3.6 and Section
3.8) interest, if any, on, such Security, and for all other purposes whatsoever, whether or not
such Security be overdue, and neither the Company, the Guarantor, the Trustee nor any agent of the
Company, the Guarantor or the Trustee shall be affected by notice to the contrary. All such
payments so made to any Holder for the time being, shall be valid, and, to the extent of the sum or



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sums so paid, effectual to satisfy and discharge the liability for moneys payable upon such
Security.




          None of the Company, the Guarantor, the Trustee or any agent of the Company, the Guarantor or
the Trustee shall have any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interest of a Global Security, or for maintaining,
supervising or reviewing any records relating to such beneficial ownership interest.
Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent
the Company, the Guarantor or the Trustee or any agent of the Company, the Guarantor or the Trustee
from giving effect to any written certification, proxy or other authorization furnished by any
Depository (or its nominee), as a Holder, with respect to such Global Security or impair, as
between such Depository and owners of beneficial interests in such Global Security, the operation
of customary practices governing the exercise of the right of such Depository (or its nominee) as
holder of such Global Security.




     Section 8.4 Securities Owned by Company and Guarantor Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of Securities of any or
all series have concurred in any direction, consent or waiver under this Indenture, Securities
which are owned by the Company or the Guarantor or any other obligor on the Securities with respect
to which such determination is being made or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or the Guarantor or any
other obligor on the Securities with respect to which such determination is being made shall be
disregarded and deemed not to be Outstanding for the purpose of any such determination, except that
for the purpose of determining whether the Trustee shall be protected in relying on any such
direction, consent or waiver only Securities which the Trustee knows are 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 the Guarantor or any
other obligor upon the Securities or any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or the Guarantor or any other obligor
on the Securities. In case of a dispute as to such right, the advice of counsel shall be full
protection in respect of any decision made by the Trustee in accordance with such advice. Upon
request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate
listing and identifying all Securities, if any, known by the Company to be owned or held by or for
the account of any of the above-described Persons; and, subject to Section 7.1 and Section 7.2, the
Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts
therein set forth and of the fact that all Securities not listed therein are Outstanding for the
purpose of any such determination.



     Section 8.5 Right of Revocation of Action Taken. At any time prior to (but not after)
the evidencing to the Trustee, as provided in Section 8.1, of the taking of any action by the
Holders of the percentage in aggregate principal amount of the Securities of any or all series, as
the case may be, specified in this Indenture in connection with such action,



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any Holder of a Security, the number, letter or other distinguishing symbol of which is shown
by the evidence to be included in the Securities the Holders of which have consented to such
action, may, by filing written notice at the Corporate Trust Office and upon proof of holding as
provided in this Article, revoke such action so far as concerns such Security. Except as
aforesaid, any such action taken by the Holder of any Security shall be conclusive and binding upon
such Holder and upon all future Holders and owners of such Security and of any Securities issued in
exchange or substitution therefor, irrespective of whether or not any notation in regard thereto is
made upon any such Security or such other Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any or all series, as the case may
be, specified in this Indenture in connection with such action shall be conclusively binding upon
the Company, the Guarantor, the Trustee and the Holders of all the Securities affected by such
action.




ARTICLE 9




HOLDERS’ MEETINGS 




     Section 9.1 Purposes of Meetings. A meeting of Holders of Securities of any or all
series may be called at any time and from time to time pursuant to the provisions of this Article
for any of the following purposes:



     (a) to give any notice to the Company or the Guarantor or to the Trustee for the Securities of
such series, or to give any directions to the Trustee, or to consent to the waiving of any default
hereunder and its consequences, or to take any other action authorized to be taken by Holders
pursuant to any of the provisions of ARTICLE 6;



     (b) to remove the Trustee and nominate a successor Trustee pursuant to the provisions of
ARTICLE 7;



     (c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to
the provisions of Section 10.2; or



     (d) to take any other action authorized to be taken by or on behalf of the Holders of any
specified aggregate principal amount of the Securities of any one or more or all series, as the
case may be, under any other provision of this Indenture or under applicable law.



     Section 9.2 Call of Meetings by Trustee. The Trustee may at any time call a meeting
of Holders of Securities to take any action specified in Section 9.1, to be held at such time and
at such place in the Borough of Manhattan, The City of New York, or such other Place of Payment, as
the Trustee shall determine. Notice of every meeting of the Holders of Securities, setting forth
the time and the place of such meeting, and in general terms the action proposed to be taken at
such meeting, shall be given to Holders of Securities of the particular series in the manner and to
the extent provided in Section 13.4. Such notice shall be given not less than 20 nor more than 90
days prior to the date fixed for the meeting.



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     Section 9.3 Call of Meetings by Company or Guarantor or Holders. In case at any time
the Company or the Guarantor pursuant to a resolution of its respective Board of Directors, or the
Holders of at least 10% in aggregate principal amount of the Outstanding Securities of any or all
series, as the case may be, shall have requested the Trustee to call a meeting of Holders of
Securities of any or all series, as the case may be, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee for such series shall not
have given the notice of such meeting within 20 days after receipt of such request, then the
Company or the Guarantor or such Holders may determine the time and the place in the Borough of
Manhattan or other Place of Payment for such meeting and may call such meeting to take any action
authorized in Section 9.1, by giving notice thereof as provided in Section 9.2.



     Section 9.4 Qualifications for Voting. To be entitled to vote at any meeting of
Holders a Person shall be (a) a Holder of one or more outstanding Securities with respect to which
such meeting is being held or (b) a Person appointed by an instrument in writing as proxy by such
Holder. The only Persons who shall be entitled to be present or to speak at any meeting of Holders
shall be the Persons entitled to vote at such meeting and their counsel and any representatives of
the Trustee and its counsel and any representatives of the Company and its counsel and any
representatives of the Guarantor and its counsel.



     Section 9.5 Regulations. Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of
the Securities in regard to proof of the holding of Securities and of the appointment of proxies,
and in regard to the appointment and duties of inspectors of votes, the submission and examination
of proxies, the one certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.



          The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting,
unless the meeting shall have been called by the Company or the Guarantor or by Holders of
Securities as provided in Section 9.3, in which case the Company or the Guarantor or the Holders
calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of
the meeting.



          Subject to Section 8.4, at any meeting each Holder of Securities with respect to which such
meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal
amount (in the case of Original Issue Discount Securities, such principal amount to be determined
as provided in the definition of “Outstanding”) of Securities held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any such Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote other than by virtue of Securities held by him
or instruments in writing aforesaid duly designating him as the Person to vote on behalf of other
Holders. At any meeting of Holders, the presence of Persons holding or representing Securities
with respect to which such meeting is being held in an aggregate principal amount



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sufficient to take action on the business for the transaction of which such meeting was called
shall constitute a quorum, but, if less than a quorum is present, the Persons holding or
representing a majority in aggregate principal amount of such Securities represented at the meeting
may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had
been present. Any meeting of Holders of Securities with respect to which a meeting was duly called
pursuant to the provisions of Section 9.2 or Section 9.3 may be adjourned from time to time by
Persons holding or representing a majority in aggregate principal amount of such Securities
represented at the meeting, present, whether or not constituting a quorum, and the meeting may be
held as so adjourned without further notice.




     Section 9.6 Voting. The vote upon any resolution submitted to any meeting of Holders
of Securities with respect to which such meeting is being held shall be by written ballots on which
shall be subscribed the signatures of such Holders or of their representatives by proxy and the
serial number or numbers of the Securities held or represented by them. The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for
or against any resolution and who shall make and file with the secretary of the meeting their
verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of
the proceedings of each meeting of holders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of votes on any vote
by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was mailed as provided in
Section 9.2. The record shall show the serial numbers of the Securities voting in favor of or
against any resolution. The record shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company
and the other to the Trustee to be preserved by the Trustee.



          Any record so signed and verified shall be conclusive evidence of the matters therein stated.




     Section 9.7 No Delay of Rights by Reason of Meeting. Nothing in this Article
contained shall be deemed or construed to authorize or permit, by reason of any call of a meeting
of Holders or any rights expressly or impliedly conferred hereunder to make such call, any
hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee
or to the Holders under any of the provisions of this Indenture or of the Securities of any series.



ARTICLE 10




SUPPLEMENTAL INDENTURES 




     Section 10.1 Supplemental Indentures Without Consent of Securityholders. Without the
consent of any Holders of Securities, the Company and the Guarantor, when authorized by a
resolution of their respective Board of Directors, and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental



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hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the
date of the execution thereof) for one or more of the following purposes:




     (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the
Securities any property or assets;



     (b) to evidence the succession of another Person to the Company or the Guarantor, or
successive successions, and the assumption by the successor Person of the covenants, agreements and
obligations of the Company or the Guarantor, as the case may be, under this Indenture and the
Securities or the Guarantees, as the case may be, in each case in compliance with the Indenture;



     (c) to add to the covenants of the Company or the Guarantor such further covenants,
restrictions, conditions or provisions as the Board of Directors of the Company or the Guarantor,
as the case may be, shall consider to be for the protection of the Holders of any series of
Securities or Tranche thereof, or to surrender any right or power herein conferred upon the Company
or the Guarantor, and to make the occurrence and continuance of a default in any such additional
covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of
all or any of the several remedies provided in this Indenture as herein set forth; provided that in
respect of any such additional covenant, restriction, condition or provision such supplemental
indenture may provide for a particular period of grace after default (which period may be shorter
or longer than that allowed in the case of other defaults) or may provide for an immediate
enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon
such an Event of Default or may limit the right of the Holders of a majority in aggregate principal
amount of the Securities of such series to waive such an Event of Default;



     (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any
supplemental indenture which may be defective or inconsistent with any other provision contained
herein or in any supplemental indenture; or to make such other provisions in regard to matters or
questions arising under this Indenture or under any supplemental indenture as the Board of
Directors of the Company may deem necessary or desirable and which shall not materially adversely
affect the interests of the Holders of any Securities;



     (e) to establish the form or terms of Securities of any series as permitted by Section 3.1;



     (f) to provide for the issuance under this Indenture of Securities in coupon form (including
Securities registrable as to principal only), to provide for interchangeability thereof with
Securities in registered form of the same series and to make all appropriate changes for such
purpose, or to permit or facilitate the issuance of Securities of any series in uncertificated form
provided any such action shall not adversely affect the interests of the Holders of Outstanding
Securities of any series in any material respect;



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



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



     (i) to add any additional Guarantees with respect to all or any series of Securities (as shall
be specified in such supplemental indenture)



     (j) to supplement any of the provisions of this Indenture to such extent as shall be necessary
to permit or facilitate the defeasance and discharge of any series of Securities pursuant to
ARTICLE 12, provided that any such action shall not adversely affect the interests of any Holder of
an Outstanding Security of such series or any other Outstanding Security in any material respect;



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



     (l) to provide for the issuance under this Indenture of Securities denominated or payable in
currency other than Dollars and to make all appropriate changes for such purpose;



     (m) to evidence and provide for the acceptance of appointment hereunder by a successor trustee
with respect to the Securities, pursuant to Section 7.11, or 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;



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



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



     (p) otherwise to amend or supplement any of the provisions of this Indenture or in any
supplemental indenture; provided, however, that no such amendment or supplement shall materially
adversely affect the interests of the Holders of any Securities then Outstanding.



          The Trustee is hereby authorized to join with the Company and the Guarantor in the execution
of any such supplemental indenture, to make any further appropriate agreements and stipulations,
which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or
pledge of any property thereunder, but




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the Trustee 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.




          Any supplemental indenture authorized by the provisions of this Section may be executed
without the consent of the Holders of any of the Securities at the time Outstanding,
notwithstanding any of the provisions of Section 10.2.




     Section 10.2 Supplemental Indentures With Consent of Securityholders. With the
consent (evidenced as provided in Article 8) of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding of all series affected by such
supplemental indenture (voting as one class), the Company and the Guarantor, when authorized by a
resolution of their respective Board of Directors, and the Trustee may, from time to time and at
any time, enter into an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as in force at the date of execution thereof) for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders
of the Securities of each such series; provided that no such supplemental indenture shall (a)
change the Stated Maturity of the principal of, or any premium or installment of interest on or any
Additional Amounts with respect to, any Security of such series, or reduce the principal amount
thereof (or modify the calculation of such principal amount) or rate of interest thereon or any
Additional Amounts with respect thereto (or modify the calculation of such rate), or any premium
payable on redemption thereof or otherwise, or reduce the amount of the principal of an Original
Issue Discount Security that would be due and payable upon an acceleration with respect thereto
pursuant to Section 6.1 or the amount thereof provable in bankruptcy pursuant to Section 6.2, or
change the obligation of the Company to pay Additional Amounts pursuant to Section 4.4 (except as
contemplated by Section 11.1 and permitted by Section 10.1), or change the redemption provisions,
or change the Place of Payment, currency in which the principal of, any premium or interest on, or
any Additional Amounts with respect to any security is payable, or impair or adversely affect the
right of any Securityholder to institute suit for the payment thereof or, if the Securities provide
therefor, any right of repayment at the option of the Securityholder, without the consent of the
Holder of each Security of such series so affected; or (b) reduce the aforesaid percentage of the
principal amount of Securities Outstanding of such series, the consent of the Holders of which is
required for any such supplemental indenture or any waiver of any obligations of the Company or the
Guarantor under this Indenture, without the consent of the Holders of each Security of such series
so affected, or reduce the requirements for quorum on voting; or (c) modify any of the provisions
this Section or Section 6.10 except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified without the consent of the Holder of each
Outstanding Security thereby.



          Upon the request of the Company and the Guarantor, accompanied by their respective Board
Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with
the Trustee of evidence of the consent of Securityholders as aforesaid and other documents, if any,
required by Section 8.1, the Trustee shall join with the Company and the Guarantor in the execution
of such




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supplemental indenture unless such supplemental indenture affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental indenture.




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




          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.




     Section 10.3 Notice of Supplemental Indenture. Promptly after the execution by the
Company, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of
Section 10.2, the Company shall mail a notice thereof by first-class mail to the Holders of
Securities of each series affected thereby at their addresses as they shall appear on the Security
Register, setting forth in general terms the substance of such supplemental indenture. Any failure
of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture.



     Section 10.4 Effect of Supplemental Indenture. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article, this Indenture shall be and be deemed to be
modified and amended in accordance therewith, but only with regard to the Securities of each series
affected by such supplemental indenture, and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the Company, the Guarantor
and the Holders of any Securities of such series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications and amendments, and
all the terms and conditions of any such supplemental indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes with regard to the
Securities of such series.



     Section 10.5 Documents To Be Given to Trustee. The Trustee, subject to the provisions
of Section 7.1 and Section 7.2, shall be provided with, in addition to the documents required by
Section 13.6, an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article complies with the applicable provisions of
this Indenture and is authorized or permitted by this Indenture.



     Section 10.6 Notation on Securities in Respect of Supplemental Indentures. Securities
of any series affected by any supplemental indenture which are authenticated and delivered after
the execution of such supplemental indenture pursuant to the



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provisions of this Article may bear a notation in form approved by the Company, the Guarantor
and 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
Company, to any modification of this Indenture contained in any such supplemental indenture may be
prepared by the Company, the Guarantees endorsed thereon may be executed by the Guarantor and such
securities may be authenticated by the Trustee and delivered in exchange for the Securities of such
series then Outstanding.




ARTICLE 11




CONSOLIDATION, AMALGAMATION, MERGER OR SALE 




     Section 11.1 Company and Guarantor May Consolidate, Etc., Only on Certain Terms. The
Company shall not consolidate or amalgamate with or merge into any other Person (whether or not
affiliated with the Company), or convey, transfer or lease its properties and assets as an entirety
or substantially as an entirety to any other Person (whether or not affiliated with the Company),
and the Company shall not permit any other Person (whether or not affiliated with the Company) to
consolidate or amalgamate with or merge into the Company, unless:



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



     (b) immediately after giving effect to such transaction and treating any indebtedness which
becomes an obligation of the Company or a Designated Subsidiary as a result of such transaction as
having been incurred by the Company or a Designated Subsidiary at the time of such transaction, no
Event of Default or event which, after notice or lapse of time, or both, would become an Event of
Default, shall have occurred and be continuing.



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          The Guarantor shall not consolidate or amalgamate with or merge into any other Person (whether
or not affiliated with the Guarantor), or convey, transfer, sell or lease its properties and assets
as an entirety or substantially as an entirety to any other Person (whether or not affiliated with
the Guarantor), and the Guarantor shall not permit any other Person (whether or not affiliated with
the Guarantor) to consolidate or amalgamate with or merge into the Guarantor, unless:





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




       (y) immediately after giving effect to such transaction and treating any indebtedness
which becomes an obligation of the Guarantor or a Designated Subsidiary as a result of such
transaction as having been incurred by the Company or a Designated Subsidiary at the time
of such transaction, no Event of Default or event which, after notice or lapse of time, or
both, would become an Event of Default, shall have occurred and be continuing.



     Section 11.2 Opinion of Counsel. Either the Company or the Guarantor, as the case may
be, or the successor Person shall deliver to the Trustee prior to the proposed transaction(s)
covered by Section 11.1 an Officers’ Certificate and an Opinion of Counsel stating that the
transaction(s) and such supplemental indenture are authorized and permitted by this Indenture and
that all conditions precedent to the consummation of the transaction(s) under this Indenture have
been met.



     Section 11.3 Successor Person Substituted. Upon any consolidation or amalgamation by
the Company or the Guarantor with or merger of the Company or the Guarantor into any other Person
or any lease, sale, assignment, or transfer of all or substantially all of the property and assets
of the Company or the Guarantor in accordance with Section 11.1, the successor Person formed by
such consolidation or amalgamation or into which the Company or the Guarantor is merged or the
successor Person or affiliated group of Persons to which such lease, sale, assignment, or transfer
is made shall succeed to, and be substituted for, and may exercise every right and power of,



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the Company or the Guarantor under this Indenture with the same effect as if such successor
Person or Persons had been named as the Company or the Guarantor herein, and thereafter, except in
the case of a lease, the predecessor Person or Persons shall be relieved of all obligations and
covenants under this Indenture and the Securities and in the event of such conveyance or transfer,
except in the case of a lease, any such predecessor Person may be dissolved and liquidated.




ARTICLE 12




SATISFACTION AND DISCHARGE OF INDENTURE,

UNCLAIMED MONEYS 




     Section 12.1 Satisfaction and Discharge of Securities of Any Series. The Company and
the Guarantor shall be deemed to have satisfied and discharged this Indenture with respect to the
entire indebtedness on all the Outstanding Securities of any particular series, and the Trustee, at
the expense of the Company and upon Company Request, shall execute proper instruments acknowledging
such satisfaction and discharge, when



     (a) either:




     (i) all Outstanding Securities of such series theretofore authenticated and delivered
(other than (i) any Securities of such series which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 3.7 and (ii) Outstanding Securities
of such series for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and the Guarantor and thereafter repaid to the
Company and the Guarantor or discharged from such trust, as provided in Section 12.3) have
been delivered to the Trustee for cancellation; or




     (ii) all Outstanding Securities of such series described in sub-clause (i) above
(other than the Securities referred to in the parenthetical phrase thereof) not theretofore
delivered to the Trustee for cancellation:




     (x) have become due and payable;




     (y) will become due and payable at their Stated Maturity within one year; or




     (z) if redeemable at the option of the Company or pursuant to the operation of a
sinking fund, are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Company; and



          (A) the Company and the Guarantor have irrevocably deposited or caused to be irrevocably
deposited with the Trustee as trust funds in trust an amount (except as otherwise specified
pursuant to Section 3.1 for the Securities of such series) sufficient to pay and discharge the
entire indebtedness on all such Outstanding Securities of such




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series, not therefore delivered to the Trustee for cancellation, including the principal of,
any premium and interest on, and any Additional Amounts with respect to such Securities (based upon
applicable law as in effect on the date of such deposit), to the date of such deposit (in the case
of Securities which have become due and payable) or to the Maturity thereof, as the case may be;




          (B) the Company and the Guarantor have irrevocably deposited or caused to be irrevocably
deposited with the Trustee as obligations in trust such amount of Government Obligations as will,
in a written opinion of independent public accountants delivered to the Trustee, together with the
predetermined and certain income to accrue thereon (without consideration of any reinvestment
thereof), be sufficient to pay and discharge when due the entire indebtedness on all such
Outstanding Securities of such series for unpaid principal (and premium, if any), interest on, and
any Additional Amounts to the date of such deposit (in the case of Securities which have become due
and payable) or Maturity thereof, as the case may be;




     (b) the Company and the Guarantor have paid or caused to be paid all other sums payable with
respect to the outstanding Securities of such series including all fees due to the Trustee under
Section 7.6;



     (c) the Company and the Guarantor have delivered to the Trustee an Officers’ Certificate and
an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to
the due satisfaction and discharge of this Indenture with respect to the entire indebtedness on all
Outstanding Securities of any such series have been complied with; and



     (d) if the Securities of such series are not to become due and payable at their Stated
Maturity within one year of the date of such deposit or are not to be called for redemption within
one year of the date of such deposit under arrangements satisfactory to the Trustee as of the date
of such deposit, then the Company shall have given, not later than the date of such deposit, notice
of such deposit to the Holders of the Securities of such series.



          Upon the satisfaction of the conditions set forth in this Section 12.1 with respect to all the
Outstanding Securities of any series, the terms and conditions with respect thereto set forth in
this Indenture shall no longer be binding upon, or applicable to, the Company and the Guarantor;
provided, however, that the Company and the Guarantor shall not be discharged from (a) any
obligations under Section 7.6 and Section 7.10 and (b) any obligations under Section 3.6, Section
3.7, Section 5.1 and Section 12.3 and (c) any obligations under Section 4.4, with respect to the
payment of any Additional Amounts, if any, (but only to the extent that the Additional Amounts
payable with respect to any Outstanding Securities of such series exceed the amount deposited in
respect of such Additional Amounts pursuant to Section 12.1(a)(ii)); and provided, further, that in
the event a petition for relief under the Federal Bankruptcy Code or a successor statute is filed
with respect to the Company or the Guarantor within 91 days after the deposit, this Indenture with
respect to the entire indebtedness on all Securities of such series shall not be discharged, and in
such event the Trustee shall return such deposited funds or




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obligations as it is then holding to the Company upon Company Request or the Guarantor upon
Guarantor Request, as the case may be.




     Section 12.2 Defeasance and Covenant Defeasance. (a) Unless pursuant to Section 3.1,
either or both of (i) defeasance of the Securities of or within a series under clause (b) of this
Section 12.2 shall not be applicable with respect to the Securities of such series or (ii) covenant
defeasance of the Securities of or within a series under clause (c) of this Section 12.2 shall not
be applicable with respect to the Securities of such series, then such provisions, together with
the other provisions of this Section 12.2 (with such modifications thereto as may be specified
pursuant to Section 3.1 with respect to any Securities), shall be applicable to such Securities and
the Company and the Guarantor may at their options by their respective Board Resolutions, at any
time, with respect to such Securities, elect to have Section 12.2(b) or Section 12.2(c) be applied
to such Outstanding Securities upon compliance with the conditions set forth below in this Section
12.2.



     (b) Upon the Company’s and the Guarantor’s exercise of the above option applicable to this
Section 12.2(b) with respect to any Securities of or within a series, the Company and the Guarantor
shall be deemed to have been discharged from its obligations with respect to such Outstanding
Securities on the date the conditions set forth in clause (d) of this Section 12.2 are satisfied
(hereinafter, “defeasance”). For this purpose, such defeasance means that the Company and the
Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by such
Outstanding Securities which shall thereafter be deemed to be “Outstanding” only for the purposes
of clause (c) of this Section 12.2 and the other Sections of this Indenture referred to in clauses
(i) and (ii) below, and to have satisfied all of its other obligations under such Securities and
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 hereunder: (i) the rights of Holders of such
Outstanding Securities, solely from the trust fund described in clause (d) of this Section 12.2 and
as more fully set forth in such clause, payments in respect of the principal of (and premium, if
any) and interest, if any, on, and Additional Amounts, if any, with respect to, such Securities
when such payments are due, and any rights of such Holder to convert such Securities into Common
Stock of the Company or the Guarantor or exchange such Securities for other securities; (ii) the
obligations of the Company, the Guarantor and the Trustee with respect to such Securities under
Sections 3.6, 3.7, 4.2, 4.3 and 12.3 and with respect to the payment of Additional Amounts, if any,
on such Securities as contemplated by Section 4.4 (but only to the extent that the Additional
Amounts payable with respect to such Securities exceed the amount deposited in respect of such
Additional Amounts pursuant to Section 12.2(d)(1) below), and with respect to any rights to convert
such Securities into Common Stock of the Company or the Guarantor or exchange such Securities for
other securities; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder
including, without limitation, the compensation, reimbursement and indemnities provided in Section
7.6 herein; and (iv) this Section 12.2. The Company and the Guarantor may exercise its option
under this Section 12.2(b) notwithstanding the prior exercise of its option under clause (c) of
this Section 12.2 with respect to such Securities.



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     (c) Upon the Company’s and the Guarantor’s exercise of the option to have this Section 12.2(c)
apply with respect to any Securities of or within a series, the Company and the Guarantor shall be
released from their obligations in respect of any other covenant applicable to such Securities,
with respect to such Outstanding Securities on and after the date the conditions set forth in
clause (d) of this Section 12.2 are satisfied (hereinafter, “covenant defeasance”), and such
Securities shall thereafter be deemed to be not “Outstanding” for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in
connection with any such covenant or obligation, but shall continue to be deemed “Outstanding” for
all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect
to such Outstanding Securities, the Company and the Guarantor may omit to comply with, and shall
have no liability in respect of, any term, condition or limitation set forth in any such Section or
such other covenant or obligation, whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section or such other covenant or obligation or by reason of reference
in any such Section or such other covenant to any other provision herein or in any other document
and such omission to comply shall not constitute a default or an Event of Default under Section 6.1
but, except as specified above, the remainder of this Indenture and such Securities shall be
unaffected thereby.



     (d) The following shall be the conditions to application of clause (b) or (c) of this Section
12.2 to any Outstanding Securities of or within a series:




     (i) The Company and the Guarantor shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of Section 7.8
who shall agree to comply with the provisions of this Section 12.2 applicable to it) as
trust funds in trust for the purpose of making the following payments, specifically pledged
as security for, and dedicated solely to, the benefit of the Holders of such Securities,
(1) an amount in Dollars or in such Foreign Currency in which such Securities are then
specified as payable at Stated Maturity, or (2) Government Obligations applicable to such
Securities (determined on the basis of the Currency in which such Securities are then
specified as payable at Stated Maturity) which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide, not later than
one day before the due date of any payment with respect to such Securities, money in an
amount, or (3) a combination thereof, in any case, in an amount, sufficient, without
consideration of any reinvestment of such principal and interest, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which shall be
applied by the Trustee (or other qualifying trustee) to pay and discharge, (y) the
principal of (and premium, if any) and interest, if any, on, and any Additional Amounts
with respect to such Securities (based upon applicable law as in effect on the date of such
deposit), such Outstanding Securities at the Stated Maturity or Redemption Date of such
principal or installment of principal or premium or interest and (z) any mandatory sinking
fund payments or analogous payments applicable to such Outstanding Securities on the days
on which such payments are due and payable in accordance with the terms of this Indenture
and of such Securities and, if applicable, shall



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have made irrevocable arrangements satisfactory to the Trustee for the redemption of
any Securities to be redeemed at the option of the Company in connection with such deposit.




     (ii) No Event of Default or event which with notice or lapse of time or both would
become an Event of Default with respect to such Securities shall have occurred and be
continuing on the date of such deposit (after giving effect thereto) and, with respect to
defeasance only, no event described in Section 6.1(f) or (g) at any time during the period
ending on the 91st day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such period).




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




     (iv) In the case of an election under clause (b) of this Section 12.2 for which the
Place of Payment is within the United States, the Company and the Guarantor shall have
delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received
from the Internal Revenue Service a letter ruling, or there has been published by the
Internal Revenue Service a Revenue Ruling, or (ii) since the date of execution of this
Indenture, there has been a change in the applicable Federal income tax law, in either case
to the effect that, and based thereon such opinion shall confirm that, the Holders of such
Outstanding Securities 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.




     (v) In the case of an election under clause (c) of this Section 12.2 with respect to
Requested Securities and for which the Place of Payment is within the United States, the
Company and the Guarantor shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Holders of such Outstanding Securities 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.




     (vi) With respect to defeasance only, the Company and the Guarantor shall have
delivered to the Trustee an Opinion of Counsel to the effect that, after the 91st day after
the date of deposit, all money and Government Obligations (or other property as may be
provided pursuant to Section 3.1) (including the proceeds thereof) deposited or caused to
be deposited with the Trustee (or other qualifying trustee) pursuant to this clause (d) to
be held in trust will not be subject to recapture or avoidance as a preference in any case
or proceeding (whether voluntary or involuntary) in respect of the Company or the



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Guarantor under any Federal or State bankruptcy, insolvency, reorganization or other
similar law, or any decree or order for relief in respect of the Company or the Guarantor
issued in connection therewith (for which purpose such Opinion of Counsel may assume that
no Holder is an “insider”).




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




     (viii) The Company and the Guarantor shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions precedent to the
defeasance or covenant defeasance under clause (b) or (c) of this Section 12.2 (as the case
may be) have been complied with.




     (ix) Notwithstanding any other provisions of this Section 12.2(d), such defeasance or
covenant defeasance shall be effected in compliance with any additional or substitute
terms, conditions or limitations which may be imposed on the Company or the Guarantor in
connection therewith pursuant to Section 3.1.



     (e) Unless otherwise specified in or pursuant to this Indenture, if, after a deposit referred
to in Section 12.2(d)(i) has been made, (i) the Holder of a Security in respect of which such
deposit was made is entitled to, and does, elect pursuant to Section 3.1 or the terms of such
Security to receive payment in a Currency other than that in which the deposit pursuant to Section
12.2(d)(i) has been made in respect of such Security, or (ii) a Conversion Event occurs in respect
of the Foreign Currency in which the deposit pursuant to Section 12.2(d)(i) has been made, the
indebtedness represented by such Security shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium, if any), and
interest, if any, on, and Additional Amounts, if any, with respect to, such Security as the same
becomes due out of the proceeds yielded by converting (from time to time as specified below in the
case of any such election) the amount or other property deposited in respect of such Security into
the Currency in which such Security becomes payable as a result of such election or Conversion
Event based on (x) in the case of payments made pursuant to clause (i) above, the applicable market
exchange rate for such Currency in effect on the second Business Day prior to each payment date, or
(y) with respect to a Conversion Event, the applicable market exchange rate for such Foreign
Currency in effect (as nearly as feasible) at the time of the Conversion Event.



          The Company and the Guarantor shall pay and indemnify the Trustee (or other qualifying
trustee, collectively for purposes of this Section 12.2(d) and Section 12.3, the “Trustee”) against
any tax, fee or other charge, imposed on or assessed against the Government Obligations deposited
pursuant to this Section 12.2 or the principal or interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the Holders of such
Outstanding Securities.




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          Anything in this Section 12.2 to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request or to the Guarantor from time to time
upon Guarantor Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in clause (d) of this Section 12.2 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which would then be required
to be deposited to effect a defeasance or covenant defeasance, as applicable, in accordance with
this Section 12.2.




     Section 12.3 Application of Trust Money. All money and obligations deposited with the
Trustee pursuant to Section 12.1 or 12.2 shall be held irrevocably in trust and shall be made under
the terms of an escrow trust agreement in form and substance satisfactory to the Company, the
Guarantor and the Trustee. Such money and obligations shall be applied by the Trustee, in
accordance with the provisions of the Securities, this Indenture and such escrow trust agreement,
to the payment, either directly or through any Paying Agent (including the Company or the Guarantor
acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal of (and premium, if any) and interest, if any, on the Securities for the payment of
which such money and obligations have been deposited with the Trustee. If Securities of any series
are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption
provisions or in accordance with any mandatory or optional sinking fund requirement, the Company
shall give the required notice of redemption or shall make such arrangements as are satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense,
of the Company.



     Section 12.4 Repayment of Moneys Held by Paying Agent. In connection with the
satisfaction and discharge of this Indenture with respect to Securities of any series, all moneys
with respect to such series then held by any Paying Agent (and not required for such satisfaction
and discharge) shall, upon demand of the Company or the Guarantor, be repaid to it or paid to the
Trustee and thereupon such Paying Agent shall be released from all further liability with respect
to such moneys.



     Section 12.5 Return of Unclaimed Moneys Held by Trustee and Paying Agent. Any moneys
deposited with or paid to the Trustee or any Paying Agent for the payment of the principal of, or
premium, if any, or interest, if any, on, Securities of any series and which shall not be applied
but shall remain unclaimed by the Holders of Securities of such series for two years after the date
upon which such payment shall have become due and payable, shall be repaid to the Company or the
Guarantor by the Trustee on demand; and the Holder of any of such Securities entitled to receive
such payment shall thereafter look only to the Company or the Guarantor for the payment thereof;
provided, however, that the Company or the Guarantor or the Trustee, before making any such
repayment, shall at the expense of the Company cause to be published once a week for two successive
weeks (in each case on any day of the week) in an Authorized Newspaper, or mail to each Holder, or
both, a notice that said moneys have not been so applied and that after a date named therein any
unclaimed balance of said moneys then remaining will be returned to the Company or the Guarantor.



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          If the Trustee or Paying Agent is unable to apply any money in accordance with Section 12.3 by
reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company’s and the Guarantor’s obligations under
this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 12.1 or Section 12.2 until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 12.3; provided, however, that if the
Company or the Guarantor makes any payment of interest on or principal of, or any Additional
Amounts, with respect to any Security following the reinstatement of its obligations, the Company
or the Guarantor, as the case may be, shall be subrogated to the rights of the Holders of such
Securities to receive such payment from the money held by the Trustee or Paying Agent.




ARTICLE 13




MISCELLANEOUS PROVISIONS 




     Section 13.1 Incorporators, Stockholders, Officers and Directors of Company and Guarantor
Exempt from Individual Liability. No recourse under or upon any obligation, covenant or
agreement contained in this Indenture, or in any Security, or for any claim based thereon or
otherwise in respect thereof, or because of any indebtedness evidenced thereby, shall be had
against any incorporator, as such, or against any past, present or future stockholder, officer or
director, as such, of the Company or the Guarantor or of any successor, either directly or through
the Company or the Guarantor or any successor, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise it being expressly understood that this Indenture and the obligations issued hereunder
are solely corporate obligations, and that no such personal liability whatever shall attach to, or
is or shall be incurred by, the incorporators, shareholders, officers or directors, as such, of the
Company or the Guarantor, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements contained in this
Indenture or in any Security or implied therefrom; and that any and all such personal liability of
every name and nature, either at common law or in equity or by constitution or statute, of, and any
and all such rights and claims against, every such incorporator, shareholder, officer or director,
as such, because of the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in any Security or implied
therefrom, are hereby expressly waived and released as a condition of, and as a consideration for,
the execution of this Indenture and the issuance of such Security.



     Section 13.2 Provisions of Indenture for the Sole Benefit of Parties and
Securityholders. Nothing in this Indenture or in the Securities, expressed or implied, shall
give or be construed to give to any Person, other than the parties hereto and their successors and
the Holders of the Securities, any legal or equitable right, remedy or claim under this Indenture
or under any covenant or provision herein contained, all such covenants and provisions being for
the sole benefit of the parties hereto and their successors and the Holders of the Securities.



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     Section 13.3 Successors and Assigns of Company and Guarantor Bound by Indenture. All
the covenants, stipulations, promises and agreements in this Indenture contained by or on behalf of
the Company and the Guarantor shall bind their respective successors and assigns, whether so
expressed or not.



     Section 13.4 Notices 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 by first-class mail, postage prepaid, to such Holders as their
names and addresses appear on the Securities Register within the time prescribed.



          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 on such waiver. 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, and any notice which is mailed in the
manner herein provided shall be conclusively presumed to have been duly given. In the case by
reason of the suspension of regular mail service or by reason of any other cause it shall be
impracticable to give such notice by mail, then such notification as shall be made with the
approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. In
case by reason of the suspension of publication of any Authorized Newspapers or by reason of any
other cause it shall be impracticable to publish any notice to Holders otherwise required or
permitted under this Indenture, then such notification as shall be given with the approval of the
Trustee shall constitute sufficient notice to such Holders for every purpose hereunder.




     Section 13.5 Addresses for Notices. Any notice or demand which by any provision of
this Indenture is required or permitted to be given or served by the Trustee or by the Holders of
Securities of any series on the Company or the Guarantor may be given or served by registered mail
addressed (until another address is filed by the Company with the Trustee) as follows: to the
Company, Platinum Underwriters Finance, Inc., 2 World Financial Center, 225 Liberty Street, 23rd
Floor, New York, NY 10281, Attention: Secretary; and to the Guarantor, Platinum Underwriters
Holdings, Ltd., The Belvedere Building, 69 Pitts Bay Road, Pembroke, Bermuda, HM 08 and Attention:
Secretary. Any notice, direction, request or demand by the Company or any Holders of Securities of
any series to or upon the Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if received at the Corporate Trust Office of such Trustee.



     Section 13.6 Officers’ Certificates and Opinions of Counsel; Statements to Be Contained
Therein. Upon any application or demand by the Company or the Guarantor to the Trustee to take
any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee
an Officers’ Certificate stating that all conditions precedent (including any covenants compliance
with which constitutes a condition precedent), if any, provided for in this Indenture relating to
the proposed action have been



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complied with and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent (including any covenants compliance with which constitutes a condition
precedent) have been complied with, except that in the case of any such application or demand as to
which the furnishing of such documents is specifically required by any provision of this Indenture
relating to such particular application or demand, no additional certificate or opinion need be
furnished.




          Each certificate or opinion provided for in this Indenture (other than annual certificates
provided pursuant to Section 4.7) and delivered to the Trustee with respect to compliance with a
condition or covenant provided for in this Indenture shall include (a) a statement that the Person
making such certificate or opinion has read such covenant or condition, (b) a brief statement as to
the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based, (c) a statement that, in the opinion of such
Person, he has made such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been complied with and (d) a
statement as to whether or not, in the opinion of such Person, such condition or covenant has been
complied with.




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




          Any certificate, statement or opinion of an officer of the Company or the Guarantor or of
counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of
or representations by an accountant or firm of accountants in the employ of the Company or the
Guarantor, unless such officer or counsel, as the case may be, knows that the certificate or
opinion or representations with respect to the accounting matters upon which his certificate,
statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care
should know that the same are erroneous.




          Any certificate or opinion of any independent firm of public accountants filed with the
Trustee shall contain a statement that such firm is independent.




     Section 13.7 Separability Clause. In case any provision of this Indenture or of the
Securities shall be invalid, illegal or unenforceable, the validity, legality and



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enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.




     Section 13.8 Legal Holidays. In any case where any Interest Payment Date, Redemption
Date or Stated Maturity of any Security shall not be a Business Day in any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities, other than a provision
in Securities of any series, or any Tranche thereof, or in the indenture supplemental hereto, Board
Resolution of the Company or Officers’ Certificate of the Company that establishes the terms of the
Securities of such series or Tranche, 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, and, if such payment is made or duly provided for on
such Business Day, no interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, to such
Business Day.



     Section 13.9 Conflict of Any Provision of Indenture with Trust Indenture Act. If and
to the extent that any provision of this Indenture 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 former
provision shall control.



     Section 13.10 Governing Law. This Indenture and each Security shall be deemed to be a
contract governed by and construed in accordance with the laws of the State of New York applicable
to agreements made or instruments entered into and, in each case, performed in said state.



     Section 13.11 Judgment Currency. Each of the Company and the Guarantor agrees, to the
fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of
obtaining judgment in any court it is necessary to convert the sum due in respect of the principal
of, or premium or interest, if any, or Additional Amounts on the Securities of any series (the
“Required Currency”) into a currency in which a judgment will be rendered (the “Judgment
Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in the City of New York the requisite amount of the Required
Currency with the Judgment Currency on the New York Banking Day preceding the day on which a final
unappealable judgment is given and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant
to any judgment (whether or not entered in accordance with clause (a)), in any currency other than
the Required Currency, except to the extent that such tender or recovery shall result in the actual
receipt, by the payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action
for the purpose of recovering in the Required Currency the amount, if any, by which such actual
receipt



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shall fall short of the full amount of the Required Currency so expressed to be payable and
(iii) shall not be affected by judgment being obtained for any other sum due under this Indenture.
For purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in The City of New
York are authorized or obligated by law, regulation or executive order to be closed.




     Section 13.12 No Security Interest Created. Nothing in this Indenture or in any
Securities, express or implied, shall be construed to constitute a security interest under the
Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect in any
jurisdiction where property of the Company or the Guarantor or their respective Subsidiaries is or
may be located.



     Section 13.13 Submission to Jurisdiction. Each of the Company and the Guarantor
agrees that any judicial proceedings instituted in relation to any matter arising under this
Indenture or the Securities appertaining thereto may be brought in any United States Federal or New
York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent
that such court has subject matter jurisdiction over the controversy, and, by execution and
delivery of this Indenture, each of the Company and the Guarantor hereby irrevocably accepts,
generally and unconditionally, the personal jurisdiction of the aforesaid courts, acknowledges
their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding.
Each of the Company and the Guarantor also irrevocably and unconditionally waives for the benefit
of the Trustee and the Holders of the Securities any immunity from jurisdiction and any immunity
from legal process (whether through service or notice, attachment prior to judgment, attachment in
the aid of execution, execution or otherwise) in respect of this Indenture. Each of the Company
and the Guarantor hereby irrevocably designates and appoints for the benefit of the Trustee and the
Holders of the Securities for the term of this Indenture CT Corporation System, 111 Eighth Avenue,
New York, New York 10011, as its agent to receive on its behalf service of all process (with a copy
of all such service of process to be delivered to the Company, Platinum Underwriters Finance, Inc.,
2 World Financial Center, 225 Liberty Street, 23rd Floor, New York, New York 10281, Attention:
Secretary; and to the Guarantor, Platinum Underwriters Holdings, Ltd., The Belvedere Building, 69
Pitts Bay Road, Pembroke, Bermuda, HM 08 and Attention: Secretary) brought against it with respect
to any such proceeding in any such court in The City of New York, such service being hereby
acknowledged by the Company or the Guarantor to be effective and binding service on it in every
respect whether or not the Company or the Guarantor, as the case may be, shall then be doing or
shall have at any time done business in New York. Such appointment shall be irrevocable so long as
any of the Securities or the obligations of the Company or the Guarantor hereunder remain
outstanding until the appointment of a successor by the Company and such successor’s acceptance of
such appointment. Upon such acceptance, the Company shall notify the Trustee in writing of the
name and address of such successor. Each of the Company and the Guarantor further agrees for the
benefit of the Trustee and the Holders of the Securities to take any and all action, including the
execution and filing of any and all such documents and instruments, as its agent in full force and
effect so long as any of the Securities or the obligations of the Company or the Guarantor
hereunder shall be outstanding. The Trustee shall not be



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obligated and shall have no responsibility with respect to any failure by the Company or the
Guarantor to take any such action. Nothing herein shall affect the right to serve process in any
other manner permitted by any law or limit the right of the Trustee or any Holder to institute
proceedings against the Company or the Guarantor or both in the courts of any other jurisdiction or
jurisdictions.




     Section 13.14 Counterparts. This Indenture may be executed in any number of
counterparts, and on separate counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.



     Section 13.15 Effect of Headings. The Article and Section headings herein and the
Table of Contents are for convenience only and shall not affect the interpretation hereof.



ARTICLE 14




REDEMPTION OF SECURITIES 




     Section 14.1 Applicability of Article. The provisions of this Article shall be
applicable to the Securities of any series which are redeemable before their Stated Maturity except
as otherwise specified as contemplated by Section 3.1 for Securities of such series.



     Section 14.2 Notice of Redemption; Selection of Securities. In case the Company shall
desire to exercise the right to redeem all or, as the case may be, any part of the Securities of
any series in accordance with their terms, it shall fix a Redemption Date and shall provide notice
of such redemption at least 45 days prior to such Redemption Date to the Trustee and at least 30
days but no more than 60 days prior to such Redemption Date to the Holders of Securities of such
series so to be redeemed as a whole or in part in the manner provided in Section 13.4, unless a
different period is specified in the Securities to be redeemed. The notice provided in the manner
herein specified shall be conclusively presumed to have been duly given, whether or not the Holder
receives such notice. In any case, failure to give such notice or any defect in the notice to the
Holder of any Security of a series designated for redemption as a whole or in part shall not affect
the validity of the proceedings for the redemption of any other Security of such series.



          Each such notice of redemption shall specify the Redemption Date, the Redemption Price, the
CUSIP or other comparable number, the Place or Places of Payment, that the Securities of such
series are being redeemed at the option of the Company pursuant to provisions contained in the
terms of the Securities of such series or in a supplemental indenture establishing such series, if
such be the case, together with a brief statement of the facts permitting such redemption, that
payment will be made upon presentation and surrender of the applicable Securities at the Place or
Places of Payment, that the Redemption Price together with any interest accrued and Additional
Amounts to the Redemption Date will be paid as specified in said notice, and that on and after said
Redemption Date any interest thereon or on the portions thereof to be redeemed will




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cease to accrue, and any information that is required to be included therein by the
Depository.




          If fewer than all the Securities of any series are to be redeemed the notice of redemption
shall specify the numbers of the Securities of such series to be redeemed. In case any Security of
any series is to be redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the Redemption Date, upon
surrender of such Security, a new Security or Securities of such series in principal amount equal
to the unredeemed portion thereof will be issued, or, in the case of Securities providing
appropriate space for such notation, at the option of the Holders the Trustee, in lieu of
delivering a new Security or Securities as aforesaid, may make a notation on such Security of the
payment of the redeemed portion thereof.




          On or before 10:00 a.m., New York City time, on the Redemption Date with respect to the
Securities of any series stated in the notice of redemption given as provided in this Section 14.2,
the Company or the Guarantor will deposit with the Trustee or with one or more Paying Agents an
amount of money (except as otherwise specified as contemplated by Section 3.1 for the Securities of
such series or if the Company or the Guarantor is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 4.3) sufficient to redeem on such Redemption Date all the
Securities or portions thereof so called for redemption at the applicable Redemption Price,
together with accrued interest on and Additional Amounts with respect thereto, to such Redemption
Date.




          If fewer than all the Securities of any series, or any Tranche thereof, are to be redeemed,
the Company shall give notice of redemption to the Trustee not less than 60 days prior to the
Redemption Date as to the aggregate principal amount of Securities to be redeemed.




          If a Holders’ Redemption Agreement, as hereinafter defined, is not on file with the Trustee
and in effect, the particular Securities to be redeemed shall be selected by the Trustee, from the
Outstanding Securities of such series or Tranche not previously called for redemption,
substantially pro rata, by lot or by any other method the Trustee considers fair and appropriate
and that complies with the requirements of the principal national securities exchange, if any, on
which such Securities are listed, and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that series or Tranche or
any integral multiple thereof) of the principal amount of Securities of such series or Tranche of a
denomination larger than the minimum authorized denomination for Securities of that series or
Tranche; provided that in case the Securities of such series or Tranche have different terms and
maturities, the Securities to be redeemed shall be selected by the Company and the Company shall
give notice thereof to the Trustee; provided, however, that if, as indicated in an Officers’
Certificate of the Company, the Company shall have offered to purchase all or any principal amount
of the Securities then Outstanding of any series, or any Tranche thereof, and fewer than all of
such Securities as to which such offer was made shall have been tendered to the Company for such
purchase, the Trustee, if so directed by Company




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Order, shall select for redemption all or any principal amount of such Securities which have
not been so tendered.




          If the Trustee shall use “CUSIP” numbers in notices as a convenience to Holders, then any such
notice may state that no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption and that reliance may be
placed only on the other identification numbers printed on the Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company will promptly
notify the Trustee in writing of any change in the “CUSIP” numbers.




          If at the time the Company shall have given notice of redemption to the Trustee in accordance
with Section 14.2, there shall be on file with the Trustee and in effect a Holders’ Redemption
Agreement, as hereinafter defined, then the Trustee shall select, in accordance with the provisions
of said Holders’ Redemption Agreement, the Securities or parts thereof to be redeemed.




          For the purposes of this Indenture, the term “Holders’ Redemption Agreement” shall mean an
agreement, reasonably satisfactory to the Trustee, executed as provided in this Section, which
provides for the method to be followed by the Trustee in selecting Securities or parts of
Securities for redemption out of any funds held by the Trustee to be applied to such redemption.
A Holders’ Redemption Agreement may be made with respect to a single series of Securities, or
Tranche thereof, in which case it shall be executed by or on behalf of the Holders of all
Outstanding Securities of such series or Tranche, or it may be made with respect to all Outstanding
Securities in which case it shall be executed by or on behalf of the Holders of all Securities
Outstanding hereunder.




          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.




     Section 14.3 Payment of Securities Called for Redemption. If notice of redemption has
been given as above provided and the Company or the Guarantor has deposited, on or before the
Redemption Date, with the Trustee (and/or having irrevocably directed the Trustee to apply, from
money held by it available to be used for the redemption of Securities) an amount in cash
sufficient to redeem all of the Securities to be redeemed, the Securities or portions of Securities
of the series specified in such notice shall become due and payable on the Redemption Date, and at
the place or places stated in such notice at the applicable Redemption Price, together with any
interest accrued to such Redemption Date, and on and after said Redemption Date any interest on the
Securities or portion of Securities of any series so called for redemption shall cease to accrue.
On presentation and surrender of such Securities at a Place of Payment in such notice specified,
such Securities or the specified portions thereof shall be paid and redeemed by the Company at the
applicable Redemption Price, together with any interest accrued and Additional Amounts to the
Redemption Date, except that if such Redemption Date is an Interest Payment Date, interest shall be
paid as provided in Section 3.8.



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          Upon presentation of any Security redeemed in part only, the Company shall execute and the
Trustee shall authenticate and make available for delivery to or on the order of the Holder
thereof, at the expense of the Company, a new Security or Securities of such series, of authorized
denominations, in principal amount equal to the unredeemed portion of the Security so presented
having endorsed thereon a Guarantee or Guarantees executed by the Guarantor.




          If a Security in global form is so surrendered, the Company shall execute, and the Trustee
shall authenticate and deliver to the U.S. Depository or other Depository for such Security in
global form as shall be specified in the Company Order with respect thereto to the Trustee, without
service charge, a new Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so surrendered having endorsed
thereon a Guarantee or Guarantees executed by the Guarantor.




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




ARTICLE 15




SINKING FUNDS 




     Section 15.1 Applicability of Article. The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of a series except as otherwise
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 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”.




     Section 15.2 Satisfaction of Mandatory Sinking Fund Payment with Securities. In lieu
of making all or any part of any mandatory sinking fund payment with respect to any Securities of a
series in cash, the Company or the Guarantor may at its option, at any time but not less than 45
days prior to the date on which such sinking fund payment is due, deliver to the Trustee Securities
of such series theretofore purchased or otherwise acquired by the Company, except Securities of
such series which have been redeemed through the application of mandatory sinking fund payments
pursuant to the terms of the Securities of such series, accompanied by a company order instructing
the Trustee to credit such obligations and stating that the Securities of such series were
originally issued by the Company by way of bona fide sale or other negotiation for value; provided
that such Securities have not been previously so credited. Such Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the mandatory sinking fund and the amount of such mandatory sinking
fund payment shall be reduced accordingly.



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     Section 15.3 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
such series pursuant to the terms of such 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 such series pursuant to Section 15.2 and whether the Company
intends to exercise its rights to make a permitted optional sinking fund payment with respect to
such series. Such certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on or before the next
succeeding sinking fund payment date. In the case of the failure of the Company to deliver such
certificate (or to deliver the Securities, if any, specified in such certificate within the time
period specified in Section 15.2), unless otherwise agreed by the Trustee, the sinking fund payment
due on the next succeeding sinking fund payment date for such series shall be paid entirely in cash
and shall be sufficient to redeem the principal amount of the Securities of such series subject to
a mandatory sinking fund payment without the right to deliver or credit Securities as provided in
Section 15.2 and without the right to make any optional sinking fund payment, if any, with respect
to such series.



          Any sinking fund payment or payments (mandatory or optional) made in cash plus any unused
balance of any preceding sinking fund payments made with respect to the Securities of any
particular series shall be applied by the Trustee (or by the Company if the Company is acting as
its own Paying Agent) on the sinking fund payment date on which such payment is made (or, if such
payment is made before a sinking fund payment date, on the sinking fund payment date following the
date of such payment) to the redemption of Securities of such series at the Redemption Price
specified in such Securities with respect to the sinking fund together with accrued interest, if
any, to the applicable Redemption Date. Any sinking fund moneys not so applied or allocated by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) to the redemption of
Securities shall be added to the next sinking fund payment received by the Trustee (or if the
Company is acting as its own Paying Agent, segregated and held in trust as provided in Section 4.3)
for such series and, together with such payment (or such amount so segregated) shall be applied in
accordance with the provisions of this Section 15.3. Any and all sinking fund moneys with respect
to the Securities of any particular series held by the Trustee (or if the Company is acting as its
own Paying Agent, segregated and held in trust as provided in Section 4.3) on the last sinking fund
payment date with respect to Securities of such series and not held for the payment or redemption
of particular Securities of such series shall be applied by the Trustee (or by the Company if the
Company is acting as its own Paying Agent), together with other moneys, if necessary, to be
deposited (or segregated) sufficient for the purpose, to the payment of the principal of the
Securities of such series at Maturity.




          The Trustee shall select or cause to be selected the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 14.2 and the Company shall cause
notice of the redemption thereof to be given in the manner provided in Section 14.2 except that the
notice of redemption shall also state that the Securities are being redeemed by operation of the
sinking fund and whether the sinking




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fund payment is mandatory or optional, or both, as the case may be. Such notice having been
duly given, the redemption of the Securities shall be made upon the terms and in the manner stated
in Section 14.3.




          On or before 10:00 a.m., New York City time, on each sinking fund payment date, the Company
shall pay to the Trustee (or, if the Company is acting as its own Paying Agent, will segregate and
hold in trust as provided in Section 4.3) in cash a sum equal to the principal and any interest
accrued to the Redemption Date for Securities or portions thereof to be redeemed on such sinking
fund payment date pursuant to this Section.




          Neither the Trustee nor the Company shall redeem any Securities of a series with sinking fund
moneys or mail any notice of redemption of Securities of such series by operation of the sinking
fund for such series during the continuance of a default in payment of interest, if any, on any
Securities of such series or of any Event of Default (other than an Event of Default occurring as a
consequence of this paragraph) with respect to the Securities of such series, except that if the
notice of redemption shall have been provided in accordance with the provisions hereof, the Trustee
(or the Company if the Company is acting as its own Paying Agent) shall redeem such Securities if
cash sufficient for that purpose shall be deposited with the Trustee (or segregated by the Company)
for that purpose in accordance with the terms of this Article. Except as aforesaid, any moneys in
the sinking fund for such series at the time when any such default or Event of Default shall occur
and any moneys thereafter paid into such sinking fund shall, during the continuance of such default
or Event of Default, be held as security for the payment of the Securities of such series;
provided, however, that in case such Event of Default or default shall have been cured or waived as
provided herein, such moneys shall thereafter be applied on the next sinking fund payment date for
the Securities of such series on which such moneys may be applied pursuant to the provisions of
this Section.




ARTICLE 16




GUARANTEES




     Section 16.1 Guarantee. The Guarantor hereby absolutely, fully and unconditionally
and irrevocably guarantees to each Holder of a Security authenticated and delivered by the Trustee,
and to the Trustee on behalf of each such Holder, (a) the due and punctual payment of the principal
of, premium, if any, and interest, if any, on each such Security and the due and punctual payment
of any sinking fund payments provided for pursuant to the terms of such Security when and as the
same shall become due and payable, whether a the Stated Maturity, by declaration of acceleration,
call for redemption or otherwise, (b) the due and punctual payment of interest on overdue principal
of and interest on each such Security, if any, if lawful, and (c) the due and punctual of any and
all other payments due to the Holder of each such Security all in accordance with the terms of such
Security, if any, if lawful, and (d) the due and punctual payment of any and all other payments due
to the Holder of each such Security or to the Trustee all in accordance with the terms of such
Security and of this Indenture. In case



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of the failure of the Company punctually to make any such payment of principal (or premium, if
any) of interest, if any, or sinking fund payment, the Guarantor hereby agrees to cause any such
payment to be made punctually when and as the same shall become due and payable, whether at the
Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such
payment were made by the Company.




          The Guarantor hereby agrees that its obligations hereunder are a guaranty of payment and not a
guaranty of collection or performance and shall be unconditional and absolute, irrespective of the
validity, regularity or enforceability of such Security or this Indenture or any limitation of the
Company thereunder or any limitations on the method or terms of payment thereunder which may now or
hereafter be caused or imposed in any manner whatsoever, the absence of any action to enforce the
same, any waiver or consent by the Holder of such Security or by the Trustee with respect to any
provisions thereof or of this Indenture, the obtaining of any judgment against the Company or any
action to enforce the same or any other circumstances which might otherwise constitute a legal or
equitable discharge or defense of a guarantor. The Guarantor hereby waives the benefits of
division and discussion, diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect of such Security or the indebtedness evidenced
thereby or with respect to any sinking fund payment required pursuant to the terms of such Security
and all demands whatsoever, and covenants that this Guarantee will not be discharged except by
complete performance of the obligations contained in the Securities and in the Guarantees.




          Without limiting the generality of the foregoing, the Guarantor hereby agrees that the
obligations of the Guarantor hereunder shall not be released, affected or impaired by assignment or
transfer in whole or in part of such Security whether or not made without notice to or the consent
of the Guarantor and shall not be subject to any reduction, limitation, impairment or termination
for any reason, including any claim or waiver, release, surrender, alteration or compromise, and
shall not be subject to any defense of, including, but not limited to, setoff, counterclaim,
recoupment or termination whatsoever, and that such obligations shall not be released, affected or
impaired regardless of whether or not any Holder or such Security, or anyone on behalf of any such
Holder shall have instituted any suit, action or proceeding or exhausted its remedies or taken any
steps to enforce any rights against the Company or any other person to compel any such performance
or observance or to collect all or part of any such amount, either pursuant to the provisions of
this Indenture or such Security or at law or in equity, and regardless of any other condition or
contingency, or by reason of the invalidity, illegality or unenforceability of such Security or
this Indenture or otherwise and that such obligations shall not be discharged or impaired or
otherwise affected by the failure of the Trustee or any Holder of such Security to asset any claim
or demand or to enforce any remedy under this Indenture or such Security, any other guarantee or
any other agreement, by any waiver, amendment, indulgence or modification (whether material or
otherwise) of any provision of any thereof, by any default, failure or delay, willful or otherwise,
in the performance of any obligations under this Indenture, such Security or this Guarantee, or by
the voluntary or involuntary liquidation, sale or other disposition of




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all or substantially all of the assets of the Company or the Guarantor, or any receivership,
insolvency, bankruptcy, reorganization, or other similar proceedings, affecting the Company or any
of its assets, or the release of any property from the lien and security interest created by this
Indenture or such Security or of any other security for such Security, or the release or discharge
of the Company or the Guarantor from the performance or observance of any agreement, covenant, term
or condition contained in this Indenture or such Security by operation of law, or the merger or
consolidation of the Company or the Guarantor, or any other cause, whether similar or dissimilar to
the foregoing, or by any other act or omission that may or might in any manner or to the extent
vary the risk or obligations of the Guarantor or that would otherwise operate as a discharge or a
surety or guarantor as a matte of law or equity (other than the performance of the obligations
contained in such Security and in this Guarantee).




          If the Trustee or the Holder of any Security is required by any court or otherwise to return
to the Company or the Guarantor, or any custodian, receiver, liquidator, trustee, sequestrator or
other similar official acting in relation to the Company or the Guarantor, any amount paid to the
Trustee or such Holder in respect of a Security, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. The Guarantor further agrees, to the
fullest extent that it lawfully may do so, that, as between the Guarantor, on the one hand, and the
Holders and the Trustee, on the other hand, the maturity of the obligations guaranteed hereby may
be accelerated as provided in ARTICLE 6 hereof for the purposes of this Guarantee, notwithstanding
any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing
such acceleration in respect of the obligations guaranteed hereby.




          The Guarantor shall be subrogated to all rights of the Holders of the Securities of a
particular series against the Company in respect of any amounts paid by the Guarantor on account of
the Securities of such Series pursuant to the provisions of the Guarantees of this Indenture;
provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments
arising our of, or based upon, such right of subrogation until the principal of (and premium, if
any) and interest, if any, on all Securities of such series issued hereunder shall have been paid
in full.




     Section 16.2 Execution and Delivery of Guarantees. To evidence its guarantee
provided in Section 16.1, the Guarantor hereby agrees to execute the Guarantees, in a form
established pursuant to Section 2.2, to be endorsed on each Security authenticated and delivered by
the Trustee. Each such Guarantee shall be executed on behalf of the Guarantor by its chairman,
vice chairman, president, any vice president, chief executive officer, chief financial officer,
treasurer, any assistant treasurer, its secretary or any assistant secretary, under its corporate
seal which may but need not, be attested. Such signatures may be the manual or facsimile
signatures of such officers. The seal of the Guarantor may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise reproduced thereon.



          Guarantees bearing the manual or facsimile signatures of individuals who were at any time the
proper officers of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or
any of them have ceased to hold such offices




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prior to the authentication and delivery of the Securities upon which such Guarantees are
endorsed or did not hold such offices at the date of such Securities.




          The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Guarantee endorsed thereon on behalf of the Guarantor. The
Guarantor hereby agrees that its Guarantee set forth in Section 16.1 shall remain in full force and
effect notwithstanding any failure to endorse on each Security a notation of such Guarantee.




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




	 	 	 	 	 
	 	 	PLATINUM UNDERWRITERS FINANCE, INC., as Issuer
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	PLATINUM UNDERWRITERS HOLDINGS, LTD., as
Guarantor
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






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	 	 	JPMORGAN CHASE BANK N.A.,

as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:







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