ex4-3.htm


    
      
        
          

        

      

      Exhibit
4.3

       

      UNITED
COMMUNITY BANKS, INC.

       

      INDENTURE

       

      DATED
AS OF __________ __, 20__

       

      ___________________________________,
TRUSTEE


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      TABLE
OF CONTENTS

      
        
          	 
      	 
      	 
      
	
                  ARTICLE
      I

                	 
      	
                  1

                
	
                  DEFINITIONS
      AND INCORPORATION BY REFERENCE

                	
                  1

                
	
                  SECTION
      1.1

                	
                  Definitions

                	
                  1

                
	
                  SECTION
      1.2

                	
                  Other
      Definitions

                	
                  5

                
	
                  SECTION
      1.3

                	
                  Incorporation
      by Reference of Trust Indenture Act

                	
                  5

                
	
                  SECTION
      1.4

                	
                  Rules
      Of Construction

                	
                  5

                
	
                  ARTICLE
      II

                	 
      	
                  6

                
	
                  THE
      SECURITIES

                	
                  6

                
	
                  SECTION
      2.1

                	
                  Issuable
      In Series

                	
                  6

                
	
                  SECTION
      2.2

                	
                  Establishment
      Of Terms Of Series Of Securities

                	
                  6

                
	
                  SECTION
      2.3

                	
                  Execution
      and Authentication

                	
                  7

                
	
                  SECTION
      2.4

                	
                  Registrar
      and Paying Agent

                	
                  8

                
	
                  SECTION
      2.5

                	
                  Paying
      Agent to Hold Money in Trust

                	
                  9

                
	
                  SECTION
      2.6

                	
                  Securityholder
      Lists

                	
                  9

                
	
                  SECTION
      2.7

                	
                  Transfer
      and Exchange

                	
                  9

                
	
                  SECTION
      2.8

                	
                  Mutilated,
      Destroyed, Lost and Stolen Securities

                	
                  9

                
	
                  SECTION
      2.9

                	
                  Outstanding
      Securities

                	
                  10

                
	
                  SECTION
      2.10

                	
                  Treasury
      Securities

                	
                  10

                
	
                  SECTION
      2.11

                	
                  Temporary
      Securities

                	
                  11

                
	
                  SECTION
      2.12

                	
                  Cancellation

                	
                  11

                
	
                  SECTION
      2.13

                	
                  Defaulted
      Interest

                	
                  11

                
	
                  SECTION
      2.14

                	
                  Global
      Securities

                	
                  11

                
	
                  SECTION
      2.15

                	
                  CUSIP
      Numbers

                	
                  12

                
	
                  ARTICLE
      III

                	 
      	
                  12

                
	
                  REDEMPTION

                	 
      	
                  12

                
	
                  SECTION
      3.1

                	
                  Notice
      To Trustee

                	
                  12

                
	
                  SECTION
      3.2

                	
                  Selection
      of Securities to be Redeemed

                	
                  13

                
	
                  SECTION
      3.3

                	
                  Notice
      of Redemption

                	
                  13

                
	
                  SECTION
      3.4

                	
                  Effect
      of Notice of Redemption

                	
                  13

                
	
                  SECTION
      3.5

                	
                  Deposit
      of Redemption Price

                	
                  14

                
	
                  SECTION
      3.6

                	
                  Securities
      Redeemed in Part

                	
                  14

                
	
                  ARTICLE
      IV

                	 
      	
                  14

                
	
                  COVENANTS

                	 
      	
                  14

                
	
                  SECTION
      4.1

                	
                  Payment
      of Principal and Interest

                	
                  14

                
	
                  SECTION
      4.2

                	
                  SEC
      Reports

                	
                  14

                
	
                  SECTION
      4.3

                	
                  Compliance
      Certificate

                	
                  14

                
	
                  SECTION
      4.4

                	
                  Stay,
      Extension and Usury Laws

                	
                  14

                
	
                  SECTION
      4.5

                	
                  Corporate
      Existence

                	
                  15

                
	
                  SECTION
      4.6

                	
                  Taxes

                	
                  15

                
	
                  ARTICLE
      V

                	 
      	
                  15

                
	
                  SUCCESSORS

                	 
      	
                  15

                
	
                  SECTION
      5.1

                	
                  When
      Company May Merge, Etc

                	
                  15

                
	
                  SECTION
      5.2

                	
                  Successor
      Corporation Substituted

                	
                  15

                
	
                  ARTICLE
      VI

                	 
      	
                  16

                


        

      


      
        
           


        

        
          i

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    DEFAULTS
      AND REMEDIES

                  	
                    16

                  
	
                    SECTION
      6.1

                  	
                    Events
      of Default

                  	
                    16

                  
	
                    SECTION
      6.2

                  	
                    Acceleration
      of Maturity; Rescission and Annulment

                  	
                    17

                  
	
                    SECTION
      6.3

                  	
                    Collection
      Of Indebtedness And Suits For Enforcement By
      Trustee

                  	
                    17

                  
	
                    SECTION
      6.4

                  	
                    Trustee
      May File Proofs Of Claim

                  	
                    18

                  
	
                    SECTION
      6.5

                  	
                    Trustee
      May Enforce Claims Without Possession Of
    Securities

                  	
                    18

                  
	
                    SECTION
      6.6

                  	
                    Application
      of Money Collected

                  	
                    18

                  
	
                    SECTION
      6.7

                  	
                    Limitation
      On Suits

                  	
                    19

                  
	
                    SECTION
      6.8

                  	
                    Unconditional
      Right of Holders to Receive Principal and
    Interest

                  	
                    19

                  
	
                    SECTION
      6.9

                  	
                    Restoration
      of Rights and Remedies

                  	
                    19

                  
	
                    SECTION
      6.10

                  	
                    Rights
      and Remedies Cumulative

                  	
                    20

                  
	
                    SECTION
      6.11

                  	
                    Delay
      or Omission Not Waiver

                  	
                    20

                  
	
                    SECTION
      6.12

                  	
                    Control
      by Holders

                  	
                    20

                  
	
                    SECTION
      6.13

                  	
                    Waiver
      Of Past Defaults

                  	
                    20

                  
	
                    SECTION
      6.14

                  	
                    Undertaking
      For Costs

                  	
                    20

                  
	
                    ARTICLE
      VII

                  	
                     
      

                  	
                    21

                  
	
                    TRUSTEE

                  	 
      	
                    21

                  
	
                    SECTION
      7.1

                  	
                    Duties
      of Trustee

                  	
                    21

                  
	
                    SECTION
      7.2

                  	
                    Rights
      of Trustee

                  	
                    22

                  
	
                    SECTION
      7.3

                  	
                    Individual
      Rights of Trustee

                  	
                    23

                  
	
                    SECTION
      7.4

                  	
                    Trustee’s
      Disclaimer

                  	
                    23

                  
	
                    SECTION
      7.5

                  	
                    Notice
      Of Defaults

                  	
                    23

                  
	
                    SECTION
      7.6

                  	
                    Reports
      by Trustee to Holders

                  	
                    23

                  
	
                    SECTION
      7.7

                  	
                    Compensation
      and Indemnity

                  	
                    23

                  
	
                    SECTION
      7.8

                  	
                    Replacement
      of Trustee

                  	
                    24

                  
	
                    SECTION
      7.9

                  	
                    Successor
      Trustee by Merger, Etc

                  	
                    25

                  
	
                    SECTION
      7.10

                  	
                    Eligibility;
      Disqualification

                  	
                    25

                  
	
                    SECTION
      7.11

                  	
                    Referential
      Collection of Claims Against Company

                  	
                    25

                  
	
                    ARTICLE
      VIII

                  	 
      	
                    25

                  
	
                    SATISFACTION
      AND DISCHARGE; DEFEASANCE

                  	
                    25

                  
	
                    SECTION
      8.1

                  	
                    Satisfaction
      and Discharge of Indenture

                  	
                    25

                  
	
                    SECTION
      8.2

                  	
                    Application
      of Trust Funds; Indemnification

                  	
                    26

                  
	
                    SECTION
      8.3

                  	
                    Legal
      Defeasance of Securities of any Series

                  	
                    26

                  
	
                    SECTION
      8.4

                  	
                    Covenant
      Defeasance

                  	
                    28

                  
	
                    SECTION
      8.5

                  	
                    Repayment
      to Company

                  	
                    28

                  
	
                    ARTICLE
      IX

                  	 
      	
                    29

                  
	
                    AMENDMENTS
      AND WAIVERS

                  	
                    29

                  
	
                    SECTION
      9.1

                  	
                    Without
      Consent of Holders

                  	
                    29

                  
	
                    SECTION
      9.2

                  	
                    With
      Consent of Holders

                  	
                    29

                  
	
                    SECTION
      9.3

                  	
                    Limitations

                  	
                    29

                  
	
                    SECTION
      9.4

                  	
                    Compliance
      With Trust Indenture Act

                  	
                    30

                  
	
                    SECTION
      9.5

                  	
                    Revocation
      and Effect of Consents

                  	
                    30

                  


          

        

      


      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    SECTION
      9.6

                  	
                    Notation
      on or Exchange of Securities

                  	
                    30

                  
	
                    SECTION
      9.7

                  	
                    Trustee
      Protected

                  	
                    31

                  
	
                    ARTICLE
      X

                  	 
      	
                    31

                  
	
                    MISCELLANEOUS

                  	
                    31

                  
	
                    SECTION
      10.1

                  	
                    Trust
      Indenture Act Controls

                  	
                    31

                  
	
                    SECTION
      10.2

                  	
                    Notices

                  	
                    31

                  
	
                    SECTION
      10.3

                  	
                    Communication
      by Holders with Other Holders

                  	
                    32

                  
	
                    SECTION
      10.4

                  	
                    Certificate
      and Opinion as to Conditions Precedent

                  	
                    32

                  
	
                    SECTION
      10.5

                  	
                    Statements
      Required in Certificate or Opinion

                  	
                    32

                  
	
                    SECTION
      10.6

                  	
                    Rules
      by Trustee and Agents

                  	
                    32

                  
	
                    SECTION
      10.7

                  	
                    Legal
      Holidays

                  	
                    32

                  
	
                    SECTION
      10.8

                  	
                    No
      Recourse Against Others

                  	
                    32

                  
	
                    SECTION
      10.9

                  	
                    Counterparts

                  	
                    33

                  
	
                    SECTION
      10.10

                  	
                    Governing
      Laws

                  	
                    33

                  
	
                    SECTION
      10.11

                  	
                    No
      Adverse Interpretation of Other Agreements

                  	
                    33

                  
	
                    SECTION
      10.12

                  	
                    Successors

                  	
                    33

                  
	
                    SECTION
      10.13

                  	
                    Severability

                  	
                    33

                  
	
                    SECTION
      10.14

                  	
                    Table
      of Contents, Headings, Etc

                  	
                    33

                  
	
                    ARTICLE
      XI

                  	 
      	
                    33

                  
	
                    SINKING
      FUNDS

                  	 
      	
                    33

                  
	
                    SECTION
      11.1

                  	
                    Applicability
      of Article

                  	
                    33

                  
	
                    SECTION
      11.2

                  	
                    Satisfaction
      Of Sinking Fund Payments With Securities

                  	
                    34

                  
	
                    SECTION
      11.3

                  	
                    Redemption
      Of Securities For Sinking Fund

                  	
                    34

                  
	
                    ARTICLE
      XII

                  	 
      	
                    34

                  
	
                    SECTION
      12.1

                  	
                    Agreement
      of Subordination

                  	
                    34

                  


          

        

      


      
        
           


        

        
          iii

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    ARTICLE
      I

                  	 
      	
                    1

                  
	
                    DEFINITIONS
      AND INCORPORATION BY REFERENCE

                  	
                    1

                  
	
                    SECTION
      1.1

                  	
                    Definitions

                  	
                    1

                  
	
                    SECTION
      1.2

                  	
                    Other
      Definitions

                  	
                    5

                  
	
                    SECTION
      1.3

                  	
                    Incorporation
      by Reference of Trust Indenture Act

                  	
                    5

                  
	
                    SECTION
      1.4

                  	
                    Rules
      Of Construction

                  	
                    5

                  
	
                    ARTICLE
      II

                  	 
      	
                    6

                  
	
                    THE
      SECURITIES

                  	 
      	
                    6

                  
	
                    SECTION
      2.1

                  	
                    Issuable
      In Series

                  	
                    6

                  
	
                    SECTION
      2.2

                  	
                    Establishment
      Of Terms Of Series Of Securities

                  	
                    6

                  
	
                    SECTION
      2.3

                  	
                    Execution
      and Authentication

                  	
                    7

                  
	
                    SECTION
      2.4

                  	
                    Registrar
      and Paying Agent

                  	
                    8

                  
	
                    SECTION
      2.5

                  	
                    Paying
      Agent to Hold Money in Trust

                  	
                    9

                  
	
                    SECTION
      2.6

                  	
                    Securityholder
      Lists

                  	
                    9

                  
	
                    SECTION
      2.7

                  	
                    Transfer
      and Exchange

                  	
                    9

                  
	
                    SECTION
      2.8

                  	
                    Mutilated,
      Destroyed, Lost and Stolen Securities

                  	
                    9

                  
	
                    SECTION
      2.9

                  	
                    Outstanding
      Securities

                  	
                    10

                  
	
                    SECTION
      2.10

                  	
                    Treasury
      Securities

                  	
                    10

                  
	
                    SECTION
      2.11

                  	
                    Temporary
      Securities

                  	
                    11

                  
	
                    SECTION
      2.12

                  	
                    Cancellation

                  	
                    11

                  
	
                    SECTION
      2.13

                  	
                    Defaulted
      Interest

                  	
                    11

                  
	
                    SECTION
      2.14

                  	
                    Global
      Securities

                  	
                    11

                  
	
                    SECTION
      2.15

                  	
                    CUSIP
      Numbers

                  	
                    12

                  
	
                    ARTICLE
      III

                  	 
      	
                    12

                  
	
                    REDEMPTION

                  	 
      	
                    12

                  
	
                    SECTION
      3.1

                  	
                    Notice
      To Trustee

                  	
                    12

                  
	
                    SECTION
      3.2

                  	
                    Selection
      of Securities to be Redeemed

                  	
                    13

                  
	
                    SECTION
      3.3

                  	
                    Notice
      of Redemption

                  	
                    13

                  
	
                    SECTION
      3.4

                  	
                    Effect
      of Notice of Redemption

                  	
                    13

                  
	
                    SECTION
      3.5

                  	
                    Deposit
      of Redemption Price

                  	
                    14

                  
	
                    SECTION
      3.6

                  	
                    Securities
      Redeemed in Part

                  	
                    14

                  
	
                    ARTICLE
      IV

                  	 
      	
                    14

                  
	
                    COVENANTS

                  	 
      	
                    14

                  
	
                    SECTION
      4.1

                  	
                    Payment
      of Principal and Interest

                  	
                    14

                  
	
                    SECTION
      4.2

                  	
                    SEC
      Reports

                  	
                    14

                  
	
                    SECTION
      4.3

                  	
                    Compliance
      Certificate

                  	
                    14

                  
	
                    SECTION
      4.4

                  	
                    Stay,
      Extension and Usury Laws

                  	
                    14

                  
	
                    SECTION
      4.5

                  	
                    Corporate
      Existence

                  	
                    15

                  
	
                    SECTION
      4.6

                  	
                    Taxes

                  	
                    15

                  
	
                    ARTICLE
      V

                  	 
      	
                    15

                  
	
                    SUCCESSORS

                  	 
      	
                    15

                  
	
                    SECTION
      5.1

                  	
                    When
      Company May Merge, Etc

                  	
                    15

                  
	
                    SECTION
      5.2

                  	
                    Successor
      Corporation Substituted

                  	
                    15

                  
	
                    ARTICLE
      VI

                  	 
      	
                    16

                  


          

        

      

       

      
        
           


        

        
          iv

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    DEFAULTS
      AND REMEDIES

                  	
                    16

                  
	
                    SECTION
      6.1

                  	
                    Events
      of Default

                  	
                    16

                  
	
                    SECTION
      6.2

                  	
                    Acceleration
      of Maturity; Rescission and Annulment

                  	
                    17

                  
	
                    SECTION
      6.3

                  	
                    Collection
      Of Indebtedness And Suits For Enforcement By
      Trustee

                  	
                    17

                  
	
                    SECTION
      6.4

                  	
                    Trustee
      May File Proofs Of Claim

                  	
                    18

                  
	
                    SECTION
      6.5

                  	
                    Trustee
      May Enforce Claims Without Possession Of
    Securities

                  	
                    18

                  
	
                    SECTION
      6.6

                  	
                    Application
      of Money Collected

                  	
                    18

                  
	
                    SECTION
      6.7

                  	
                    Limitation
      On Suits

                  	
                    19

                  
	
                    SECTION
      6.8

                  	
                    Unconditional
      Right of Holders to Receive Principal and
    Interest

                  	
                    19

                  
	
                    SECTION
      6.9

                  	
                    Restoration
      of Rights and Remedies

                  	
                    19

                  
	
                    SECTION
      6.10

                  	
                    Rights
      and Remedies Cumulative

                  	
                    20

                  
	
                    SECTION
      6.11

                  	
                    Delay
      or Omission Not Waiver

                  	
                    20

                  
	
                    SECTION
      6.12

                  	
                    Control
      by Holders

                  	
                    20

                  
	
                    SECTION
      6.13

                  	
                    Waiver
      Of Past Defaults

                  	
                    20

                  
	
                    SECTION
      6.14

                  	
                    Undertaking
      For Costs

                  	
                    20

                  
	
                    ARTICLE
      VII

                  	 
      	
                    21

                  
	
                    TRUSTEE

                  	 
      	
                    21

                  
	
                    SECTION
      7.1

                  	
                    Duties
      of Trustee

                  	
                    21

                  
	
                    SECTION
      7.2

                  	
                    Rights
      of Trustee

                  	
                    22

                  
	
                    SECTION
      7.3

                  	
                    Individual
      Rights of Trustee

                  	
                    23

                  
	
                    SECTION
      7.4

                  	
                    Trustee’s
      Disclaimer

                  	
                    23

                  
	
                    SECTION
      7.5

                  	
                    Notice
      Of Defaults

                  	
                    23

                  
	
                    SECTION
      7.6

                  	
                    Reports
      by Trustee to Holders

                  	
                    23

                  
	
                    SECTION
      7.7

                  	
                    Compensation
      and Indemnity

                  	
                    23

                  
	
                    SECTION
      7.8

                  	
                    Replacement
      of Trustee

                  	
                    24

                  
	
                    SECTION
      7.9

                  	
                    Successor
      Trustee by Merger, Etc

                  	
                    25

                  
	
                    SECTION
      7.10

                  	
                    Eligibility;
      Disqualification

                  	
                    25

                  
	
                    SECTION
      7.11

                  	
                    Referential
      Collection of Claims Against Company

                  	
                    25

                  
	
                    ARTICLE
      VIII

                  	 
      	
                    25

                  
	
                    SATISFACTION
      AND DISCHARGE; DEFEASANCE

                  	
                    25

                  
	
                    SECTION
      8.1

                  	
                    Satisfaction
      and Discharge of Indenture

                  	
                    25

                  
	
                    SECTION
      8.2

                  	
                    Application
      of Trust Funds; Indemnification

                  	
                    26

                  
	
                    SECTION
      8.3

                  	
                    Legal
      Defeasance of Securities of any Series

                  	
                    26

                  
	
                    SECTION
      8.4

                  	
                    Covenant
      Defeasance

                  	
                    28

                  
	
                    SECTION
      8.5

                  	
                    Repayment
      to Company

                  	
                    28

                  
	
                    ARTICLE
      IX

                  	 
      	
                    29

                  
	
                    AMENDMENTS
      AND WAIVERS

                  	
                    29

                  
	
                    SECTION
      9.1

                  	
                    Without
      Consent of Holders

                  	
                    29

                  
	
                    SECTION
      9.2

                  	
                    With
      Consent of Holders

                  	
                    29

                  
	
                    SECTION
      9.3

                  	
                    Limitations

                  	
                    29

                  
	
                    SECTION
      9.4

                  	
                    Compliance
      With Trust Indenture Act

                  	
                    30

                  
	
                    SECTION
      9.5

                  	
                    Revocation
      and Effect of Consents

                  	
                    30

                  


          

        

      


      
        
           


        

        
          v

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    SECTION
      9.6

                  	
                    Notation
      on or Exchange of Securities

                  	
                    30

                  
	
                    SECTION
      9.7

                  	
                    Trustee
      Protected

                  	
                    31

                  
	
                    ARTICLE
      X

                  	 
      	
                    31

                  
	
                    MISCELLANEOUS

                  	
                    31

                  
	
                    SECTION
      10.1

                  	
                    Trust
      Indenture Act Controls

                  	
                    31

                  
	
                    SECTION
      10.2

                  	
                    Notices

                  	
                    31

                  
	
                    SECTION
      10.3

                  	
                    Communication
      by Holders with Other Holders

                  	
                    32

                  
	
                    SECTION
      10.4

                  	
                    Certificate
      and Opinion as to Conditions Precedent

                  	
                    32

                  
	
                    SECTION
      10.5

                  	
                    Statements
      Required in Certificate or Opinion

                  	
                    32

                  
	
                    SECTION
      10.6

                  	
                    Rules
      by Trustee and Agents

                  	
                    32

                  
	
                    SECTION
      10.7

                  	
                    Legal
      Holidays

                  	
                    32

                  
	
                    SECTION
      10.8

                  	
                    No
      Recourse Against Others

                  	
                    32

                  
	
                    SECTION
      10.9

                  	
                    Counterparts

                  	
                    33

                  
	
                    SECTION
      10.10

                  	
                    Governing
      Laws

                  	
                    33

                  
	
                    SECTION
      10.11

                  	
                    No
      Adverse Interpretation of Other Agreements

                  	
                    33

                  
	
                    SECTION
      10.12

                  	
                    Successors

                  	
                    33

                  
	
                    SECTION
      10.13

                  	
                    Severability

                  	
                    33

                  
	
                    SECTION
      10.14

                  	
                    Table
      of Contents, Headings, Etc

                  	
                    33

                  
	
                    ARTICLE
      XI

                  	 
      	
                    33

                  
	
                    SINKING
      FUNDS

                  	
                    33

                  
	
                    SECTION
      11.1

                  	
                    Applicability
      of Article

                  	
                    33

                  
	
                    SECTION
      11.2

                  	
                    Satisfaction
      Of Sinking Fund Payments With Securities

                  	
                    34

                  
	
                    SECTION
      11.3

                  	
                    Redemption
      Of Securities For Sinking Fund

                  	
                    34

                  
	
                    ARTICLE
      XII

                  	 
      	
                    34

                  
	
                    SECTION
      12.1

                  	
                    Agreement
      of Subordination

                  	
                    34

                  


          

        

      

       

      CROSS
REFERENCE TABLE

      
        
          
            
              
                
                  
                    
                      	 
      	 
      	 
      	 
      	 
      
	
                              Trust
      Indenture

                              Act
      Section    

                            	 
      	 
      	
                              Indenture

                              Section

                            
	
                              Section
      310

                            	 
      	
                              (a)(1)

                            	 
      	
                              7.10

                            
	 
      	 
      	
                              (a)(2)

                            	 
      	
                              7.10

                            
	 
      	 
      	
                              (a)(3)

                            	 
      	
                              N/A

                            
	 
      	 
      	
                              (a)(4)

                            	 
      	
                              N/A

                            
	 
      	 
      	
                              (a)(5)

                            	 
      	
                              7.10

                            
	 
      	 
      	
                              (b)

                            	 
      	
                              7.10

                            
	
                              Section
      311

                            	 
      	
                              (a)

                            	 
      	
                              7.11

                            
	 
      	 
      	
                              (b)

                            	 
      	
                              7.11

                            
	 
      	 
      	
                              (c)

                            	 
      	
                              N/A

                            
	
                              Section
      312

                            	 
      	
                              (a)

                            	 
      	
                              2.6

                            
	 
      	 
      	
                              (b)

                            	 
      	
                              10.3

                            
	 
      	 
      	
                              (c)

                            	 
      	
                              10.3

                            
	
                              Section
      313

                            	 
      	
                              (a)

                            	 
      	
                              7.6

                            
	 
      	 
      	
                              (b)(1)

                            	 
      	
                              7.6

                            
	 
      	 
      	
                              (b)(2)

                            	 
      	
                              7.6

                            
	 
      	 
      	
                              (c)(1)

                            	 
      	
                              7.6

                            
	 
      	 
      	
                              (d)

                            	 
      	
                              7.6

                            
	
                              Section
      314

                            	 
      	
                              (a)

                            	 
      	
                              4.2,
      10.5

                            
	 
      	 
      	
                              (b)

                            	 
      	
                              N/A

                            
	 
      	 
      	
                              (c)(1)

                            	 
      	
                              10.4

                            
	 
      	 
      	
                              (c)(2)

                            	 
      	
                              10.4

                            


                    

                  

                

              

            

          

        

      


      
        
           


        

        
          vi

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      	 
      	 
      	
                              (c)(3)

                            	 
      	
                              N/A

                            
	 
      	 
      	
                              (d)

                            	 
      	
                              N/A

                            
	 
      	 
      	
                              (e)

                            	 
      	
                              10.5

                            
	 
      	 
      	
                              (f)

                            	 
      	
                              N/A

                            
	
                              Section
      315

                            	 
      	
                              (a)

                            	 
      	
                              7.1

                            
	 
      	 
      	
                              (b)

                            	 
      	
                              7.5

                            
	 
      	 
      	
                              (c)

                            	 
      	
                              7.1

                            
	 
      	 
      	
                              (d)

                            	 
      	
                              7.1

                            
	 
      	 
      	
                              (e)

                            	 
      	
                              6.14

                            
	
                              Section
      316

                            	 
      	
                              (a)

                            	 
      	
                              2.10

                            
	 
      	 
      	
                              (a)(1)(A)

                            	 
      	
                              6.12

                            
	 
      	 
      	
                              (a)(1)(B)

                            	 
      	
                              6.13

                            
	 
      	 
      	
                              (b)

                            	 
      	
                              6.8

                            
	
                              Section
      317

                            	 
      	
                              (a)(1)

                            	 
      	
                              6.3

                            
	 
      	 
      	
                              (a)(2)

                            	 
      	
                              6.4

                            
	 
      	 
      	
                              (b)

                            	 
      	
                              2.5

                            
	
                              Section
      318

                            	 
      	
                              (a)

                            	 
      	
                              10.1

                            


                    

                  

                

              

            

          

        

      

       

      
        

      

      * This
Cross Reference Table shall not, for any purpose, be deemed to be part of the
Indenture.


      
        
           


        

        
          vii

          
            

          

        

        
           


        

      

    

    
       

               Indenture
dated as of _______ ___, 20___ between UNITED COMMUNITY BANKS, INC.,
a Georgia corporation (“Company”), and ________________________________, as
trustee (“Trustee”).

       

                Each
party agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the Holders of the Securities issued under this
Indenture:

       

      ARTICLE I

       

      DEFINITIONS AND INCORPORATION BY REFERENCE

      
        
          	 
      	 
      
	
                  SECTION 1.1

                	
                  Definitions.

                


        

      

       

                “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 imposed on Holders specified herein or
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”
(including, with correlative meanings, the terms “controlled by” and “under
common control with”), as used with respect to any person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such person, whether through the
ownership of voting securities or by agreement or otherwise.

       

                “Agent”
means any Registrar, Paying Agent or Service Agent.

       

                
“Authorized Newspaper” means a newspaper in an official language of the country
of publication customarily published at least once a day for at least five days
in each calendar week and of general circulation in the place in connection with
which the term is used. If it shall be impractical in the opinion of the Trustee
to make any publication of any notice required hereby in an Authorized
Newspaper, any publication or other notice in lieu thereof that is made or given
by the Trustee shall constitute a sufficient publication of such
notice.

       

                “Bearer”
means anyone in possession from time to time of a Bearer Security.

       

                “Bearer
Security” means any Security, including any interest coupon appertaining
thereto, that does not provide for the identification of the Holder
thereof.

       

                “Board
of Directors” means the Board of Directors of the Company or any duly authorized
committee thereof.

       

                “Board
Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been adopted by the Board of
Directors or pursuant to authorization by the Board of Directors and to be in
full force and effect on the date of the certificate and delivered to the
Trustee.

       

                “Business
Day” means, unless otherwise provided by Board Resolution, Officers’ Certificate
or supplemental indenture hereto for a particular Series, any day except a
Saturday, Sunday or a legal holiday in the City of New York on which banking
institutions are authorized or required by law, regulation or executive order to
close.

       

                “Capital
Stock” means any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock.

       

                “Company”
means the party named as such above until a successor replaces it and thereafter
means the successor.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

                “Company
Order” means a written order signed in the name of the Company by two Officers,
one of whom must be the Company’s principal executive officer, principal
financial officer or principal accounting officer.

       

                “Company
Request” means a written request signed in the name of the Company by its Chief
Executive Officer, the President or a Vice President, and by its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to
the Trustee.

       

                “Corporate
Trust Office” means the office of the Trustee at which at any particular time
its corporate trust business shall be principally administered.

       

                “Default”
means any event which is, or after notice or passage of time or both would be,
an Event of Default.

       

                “Depository”
means, with respect to the Securities of any Series issuable or issued in whole
or in part in the form of one or more Global Securities, the person designated
as Depository for such Series by the Company, which Depository shall be a
clearing agency registered under the Exchange Act; and if at any time there is
more than one such person, “Depository” as used with respect to the Securities
of any Series shall mean the Depository with respect to the Securities of such
Series.

       

                “Designated
Senior Indebtedness” means any of our senior indebtedness that expressly
provides that it is “designated senior indebtedness” for purposes of this
Indenture (provided that the instrument, agreement or other document creating or
evidencing such Senior Indebtedness may place limitations and conditions on the
right of such Senior Indebtedness to exercise the rights of Designated Senior
Indebtedness).

       

                “Discount
Security” means any Security that provides for an amount less than the stated
principal amount thereof to be due and payable upon declaration of acceleration
of the maturity thereof pursuant to Section 6.2.

       

                “Dollars”
and “$” means the currency of The United States of America.

       

                “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

       

                “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
Accounting Standards Board or in such other statements by such other entity as
have been approved by a significant segment of the accounting profession, which
are in effect as of the date of determination.

       

                “Global
Security” or “Global Securities” means a Security or Securities, as the case may
be, in the form established pursuant to Section 2.2 evidencing all or part of a
Series of Securities, issued to the Depository for such Series or its nominee,
and registered in the name of such Depository or nominee.

       

                “Holder”
or “Securityholder” means a person in whose name a Security is registered or the
holder of a Bearer Security.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

                “indebtedness”
means, with respect to any person, and without duplication, (a) all
indebtedness, obligations and other liabilities (contingent or otherwise) of
such person for borrowed money (including obligations of the Company in respect
of overdrafts, foreign exchange contracts, currency exchange agreements,
interest rate protection agreements, and any loans or advances from banks,
whether or not evidenced by notes or similar instruments) or evidenced by bonds,
debentures, notes or similar instruments (whether or not the recourse of the
lender is to the whole of the assets of such person or to only a portion
thereof) (other than any account payable or other accrued current liability or
obligation incurred in the ordinary course of business in connection with the
obtaining of materials or services), (b) all reimbursement obligations and other
liabilities (contingent or otherwise) of such person with respect to letters of
credit, bank guarantees or bankers’ acceptances, (c) all obligations and
liabilities (contingent or otherwise) in respect of leases of such person
required, in conformity with generally accepted accounting principles, to be
accounted for as capitalized lease obligations on the balance sheet of such
person and all obligations and other liabilities (contingent or otherwise) under
any lease or related document (including a purchase agreement) in connection
with the lease of real property which provides that such person is contractually
obligated to purchase or cause a third party to purchase the leased property and
thereby guarantee a minimum residual value of the leased property to the lessor
and the obligations of such person under such lease or related document to
purchase or to cause a third party to purchase such leased property, (d) all
obligations of such person (contingent or otherwise) with respect to an interest
rate or other swap, cap or collar agreement or other similar instrument or
agreement or foreign currency hedge, exchange, purchase or similar instrument or
agreement, (e) all direct or indirect guaranties or similar agreements by such
person in respect of, and obligations or liabilities (contingent or otherwise)
of such person to purchase or otherwise acquire or otherwise assure a creditor
against loss in respect of indebtedness, obligations or liabilities of another
person of the kind described in clauses (a) through (d), (f) any indebtedness or
other obligations described in clauses (a) through (e) secured by any mortgage,
pledge, lien or other encumbrance existing on property which is owned or held by
such person, regardless of whether the indebtedness or other obligation secured
thereby shall have been assumed by such person and (g) any and all refinancings,
replacements, deferrals, renewals, extensions and refundings of, or amendments,
modifications or supplements to, any indebtedness, obligation or liability of
the kind described in clauses (a) through (f).

       

                “Indenture”
means this Indenture as amended or supplemented, from time to time and shall
include the form and terms of particular Series of Securities established as
contemplated hereunder.

       

                “interest”
with respect to any Discount Security which by its terms bears interest only
after Maturity, means interest payable after Maturity.

       

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

       

                “Officer”
means the Chief Executive Officer, the President, any Vice President, the
Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of
the Company.

       

                “Officers’
Certificate” means a certificate signed by two Officers, one of whom must be the
Company’s principal executive officer, principal financial officer or principal
accounting officer.

       

                “Opinion
of Counsel” means a written opinion of legal counsel who is acceptable to the
Trustee. The counsel may be an employee of or counsel to the
Company.

       

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

       

                “principal”
of a Security means the principal of the Security plus, when appropriate, the
premium, if any, on, and any Additional Amounts in respect of, the
Security.

       

                “Representative”
means the (a) indenture trustee or other trustee, agent or representative for
any Senior Indebtedness or (b) with respect to any Senior Indebtedness that does
not have any such trustee, agent or other representative, (i) in the case of
such Senior Indebtedness issued pursuant to an agreement providing for voting
arrangements as among the holders or owners of such Senior Indebtedness, any
holder or owner of such Senior Indebtedness acting with the consent of the
required persons necessary to bind such holders or owners of such Senior
Indebtedness and (ii) in the case of all other such Senior Indebtedness, the
holder or owner of such Senior Indebtedness.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

                “Responsible
Officer” means any officer of the Trustee in its Corporate Trust Office and also
means, with respect to a particular corporate trust matter, any other officer to
whom any corporate trust matter is referred because of his or her knowledge of
and familiarity with a particular subject.

       

                “SEC”
means the Securities and Exchange Commission.

       

                “Securities”
means the debentures, notes or other debt instruments of the Company of any
Series authenticated and delivered under this Indenture.

       

                “Senior
Indebtedness” means the principal, premium, if any, interest, including any
interest accruing after bankruptcy, and rent or termination payment on or other
amounts due on our current or future Indebtedness, whether created, incurred,
assumed, guaranteed or in effect guaranteed by us, including any deferrals,
renewals, extensions, refundings, amendments, modifications or supplements to
the above. However, Senior Indebtedness does not include: (i) Indebtedness that
expressly provides that it shall not be senior in right of payment to the
Securities or expressly provides that it is on the same basis or junior to the
Securities; (ii) our indebtedness to any of our majority-owned subsidiaries; and
(iii) the Securities.

       

                “Series”
or “Series of Securities” means each series of debentures, notes or other debt
instruments of the Company created pursuant to Sections 2.1 and 2.2
hereof.

       

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

       

                “Subsidiary”
of any specified person means any corporation, association or other business
entity of which more than 50% of the total voting power of shares of Capital
Stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by such person or one or more of the other
Subsidiaries of that person or a combination thereof.

       

                “TIA”
means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in
effect on the date of this Indenture; provided, however, that in the event the
Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the
extent required by any such amendment, the Trust Indenture Act as so
amended.

       

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

       

                “U.S.
Government Obligations” means securities which are (i) direct obligations of The
United States of America for the payment of which its full faith and credit is
pledged or (ii) obligations of a person controlled or supervised by and acting
as an agency or instrumentality of The United States of America the payment of
which is unconditionally guaranteed as a full faith and credit obligation by The
United States of America, and which in the case of (i) and (ii) are not callable
or redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. 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 amountreceived by the
custodian in respect of the U.S. Government Obligation evidenced by such
depository receipt.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    SECTION 1.2

                  	
                    Other
      Definitions.

                  


          

        

      

       

      
        
          
            	
                    Term

                  	 
      	
                    Defined
      in Section

                  
	 
      	 
      	 
      
	
                    “Bankruptcy
      Law”

                  	 
      	 
      	
                    6.1

                  
	
                    “Custodian”

                  	 
      	 
      	
                    6.1

                  
	
                    “Event
      of Default”

                  	 
      	 
      	
                    6.1

                  
	
                    “Legal
      Holiday”

                  	 
      	 
      	
                    10.7

                  
	
                    “mandatory
      sinking fund payment”

                  	 
      	 
      	
                    11.1

                  
	
                    “optional
      sinking fund payment”

                  	 
      	 
      	
                    11.1

                  
	
                    “Paying
      Agent”

                  	 
      	 
      	
                    2.4

                  
	
                    “Payment
      Blockage Date”

                  	 
      	 
      	
                    12.2

                  
	
                    “Registrar”

                  	 
      	 
      	
                    2.4

                  
	
                    “Service
      Agent”

                  	 
      	 
      	
                    2.4

                  
	
                    “successor
      person”

                  	 
      	 
      	
                    5.1

                  


          

        

      

      


      
        
          
            	
                    SECTION 1.3

                  	
                    Incorporation
      by Reference of Trust Indenture
Act.

                  


          

        

      

       

                Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms used
in this Indenture have the following meanings:

       

                “Commission”
means the SEC.

       

                “indenture
securities” means the Securities.

       

                “indenture
security holder” means a Securityholder.

       

                “indenture
to be qualified” means this Indenture.

       

                “indenture
trustee” or “institutional trustee” means the Trustee.

       

                “obligor”
on the indenture securities means the Company and any successor obligor upon the
Securities.

       

      All other
terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule under the TIA and not
otherwise defined herein are used herein as so defined.

      
        
          	 
      	 
      
	
                  SECTION 1.4

                	
                  Rules
      Of Construction.

                


        

      

       

      Unless
the context otherwise requires:

      
        
          	 
      	 
      	 
      
	 
      	
                  (a)

                	
                  a
      term has the meaning assigned to it;

                
	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  an
      accounting term not otherwise defined has the meaning assigned to it in
      accordance with generally accepted accounting
  principles;

                
	 
      	 
      	 
      
	 
      	
                  (c)

                	
                  references
      to “generally accepted accounting principles” and “GAAP” shall mean
      generally accepted accounting principles in effect as of the time when and
      for the period as to which such accounting principles are to be
      applied;

                
	 
      	 
      	 
      
	 
      	
                  (d)

                	
                  “or”
      is not exclusive;

                


        

      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

      


      
        
          
            
              	 
      	
                      (e)

                    	
                      words
      in the singular include the plural, and in the plural include the
      singular; and

                    
	 
      	 
      	 
      
	 
      	
                      (f)

                    	
                      provisions
      apply to successive events and
transactions.

                    


            

          

        

      

       

      ARTICLE II

       

      THE SECURITIES

      
        
          	 
      	 
      
	
                  SECTION 2.1

                	
                  Issuable
      In Series.

                


        

      

       

                The
aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture is unlimited. The Securities may be issued in one or more
Series. All Securities of a Series shall be identical except as may be set forth
or determined in the manner provided in a Board Resolution, supplemental
indenture or Officers’ Certificate detailing the adoption of the terms thereof
pursuant to authority granted under a Board Resolution. In the case of
Securities of a Series to be issued from time to time, the Board Resolution,
Officers’ Certificate or supplemental indenture detailing the adoption of the
terms thereof pursuant to authority granted under a Board Resolution may provide
for the method by which specified terms (such as interest rate, maturity date,
record date or date from which interest shall accrue) are to be determined.
Securities may differ between Series in respect of any matters, provided that
all Series of Securities shall be equally and ratably entitled to the benefits
of the Indenture, but all Securities issued hereunder shall be subordinate and
junior in right of payment, to the extent and in the manner set forth in Article
XII, to all Senior Indebtedness of the Company.

      
        
          	 
      	 
      
	
                  SECTION 2.2

                	
                  Establishment
      Of Terms Of Series Of
Securities.

                


        

      

       

                At
or prior to the issuance of any Securities within a Series, the following shall
be established (as to the Series generally, in the case of Subsection 2.2.1 and
either as to such Securities within the Series or as to the Series generally in
the case of Subsections 2.2.2 through 2.2.21) by or pursuant to a Board
Resolution, and set forth or determined in the manner provided in a Board
Resolution, supplemental indenture or an Officers’ Certificate:

       

                2.2.1     the
title of the Series (which shall distinguish the Securities of that particular
Series from the Securities of any other Series);

       

                2.2.2     the
price or prices (expressed as a percentage of the principal amount thereof) at
which the Securities of the Series will be issued;

       

                2.2.3     any
limit upon the aggregate principal amount of the Securities of the Series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the Series pursuant to Section 2.7, 2.8,
2.11, 3.6 or 9.6);

       

                2.2.4     the
date or dates on which the principal of the Securities of the Series is
payable;

       

                2.2.5     the
rate or rates (which may be fixed or variable) per annum or, if applicable, the
method used to determine such rate or rates (including, but not limited to, any
commodity, commodity index, stock exchange index or financial index) at which
the Securities of the Series shall bear interest, if any, the date or dates from
which such interest, if any, shall accrue, the date or dates on which such
interest, if any, shall commence and be payable and any regular record date for
the interest payable on any interest payment date;

       

                2.2.6     the
place or places where the principal of and interest, if any, on the Securities
of the Series shall be payable, where the Securities of such Series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of such Series and
this Indenture may be served, and the method of such payment, if by wire
transfer, mail or other means;


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

                2.2.7     if
applicable, the period or periods within which, the price or prices at which and
the terms and conditions upon which the Securities of the Series may be
redeemed, in whole or in part, at the option of the Company;

       

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

       

                2.2.9     the
dates, if any, on which and the price or prices at which the Securities of the
Series will be repurchased by the Company at the option of the Holders thereof
and other detailed terms and provisions of such repurchase
obligations;

       

                2.2.10    if
other than denominations of $1,000 and any integral multiple thereof, the
denominations in which the Securities of the Series shall be
issuable;

       

                2.2.11    the
forms of the Securities of the Series in bearer or fully registered form (and,
if in fully registered form, whether the Securities will be issuable as Global
Securities);

       

                2.2.12    if
other than the principal amount thereof, the portion of the principal amount of
the Securities of the Series that shall be payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.2;

       

                2.2.13    the
provisions, if any, relating to any security provided for the Securities of the
Series;

       

                2.2.14    any
addition to or change in the Events of Default which applies to any Securities
of the Series and any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 6.2;

       

                2.2.15    any
addition to or change in the covenants set forth in Articles IV or V which
applies to Securities of the Series;

       

                2.2.16    any
other terms of the Securities of the Series (which may modify or delete any
provision of this Indenture insofar as it applies to such Series);
and

       

                2.2.17    any
depositories, interest rate calculation agents, exchange rate calculation agents
or other agents with respect to Securities of such Series if other than those
appointed herein.

       

                All
Securities of any one Series need not be issued at the same time and may be
issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to the Board Resolution, supplemental indenture hereto
or Officers’ Certificate referred to above, and the authorized principal amount
of any Series may not be increased to provide for issuances of additional
Securities of such Series, unless otherwise provided in such Board Resolution,
supplemental indenture or Officers’ Certificate.

      
        
          	 
      	 
      
	
                  SECTION 2.3

                	
                  Execution
      and Authentication.

                


        

      

       

                Two
Officers shall sign the Securities for the Company by manual or facsimile
signature.

       

                If
an Officer whose signature is on a Security no longer holds that office at the
time the Security is authenticated, the Security shall nevertheless be
valid.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

                A
Security shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent. The signature shall be conclusive evidence
that the Security has been authenticated under this Indenture.

       

                The
Trustee shall at any time, and from time to time, authenticate Securities for
original issue in the principal amount provided in the Board Resolution,
supplemental indenture hereto or Officers’ Certificate, upon receipt by the
Trustee of a Company Order. Such Company Order may authorize authentication and
delivery pursuant to oral or electronic instructions from the Company or its
duly authorized agent or agents, which oral instructions shall be promptly
confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate.

       

                The
aggregate principal amount of Securities of any Series outstanding at any time
may not exceed any limit upon the maximum principal amount for such Series set
forth in the Board Resolution, supplemental indenture hereto or Officers’
Certificate delivered pursuant to Section 2.2, except as provided in Section
2.8.

       

                Prior
to the issuance of Securities of any Series, the Trustee shall have received and
(subject to Section 7.2) shall be fully protected in relying on: (a) the Board
Resolution, supplemental indenture hereto or Officers’ Certificate establishing
the form of the Securities of that Series or of Securities within that Series
and the terms of the Securities of that Series or of Securities within that
Series, (b) an Officers’ Certificate complying with Section 10.4, and (c) an
Opinion of Counsel complying with Section 10.4.

       

                The
Trustee shall have the right to decline to authenticate and deliver any
Securities of such Series: (a) if the Trustee, being advised by counsel,
determines that such action may not be taken lawfully; or (b) if the Trustee in
good faith by its board of directors or trustees, executive committee or a trust
committee of directors and/or Vice Presidents shall determine that such action
would expose the Trustee to personal liability to Holders of any then
outstanding Series of Securities.

       

                The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate of the Company.

      
        
          	 
      	 
      
	
                  SECTION 2.4

                	
                  Registrar
      and Paying Agent.

                


        

      

       

                The
Company shall maintain, with respect to each Series of Securities, at the place
or places specified with respect to such Series pursuant to Section 2.2, an
office or agency where Securities of such Series may be presented or surrendered
for payment (“Paying Agent”), where Securities of such Series may be surrendered
for registration of transfer or exchange (“Registrar”) and where notices and
demands to or upon the Company in respect of the Securities of such Series and
this Indenture may be served (“Service Agent”). The Registrar shall keep a
register with respect to each Series of Securities and to their transfer and
exchange. The Company will give prompt written notice to the Trustee of the name
and address, and any change in the name or address, of each Registrar, Paying
Agent or Service Agent. If at any time the Company shall fail to maintain any
such required Registrar, Paying Agent or Service Agent or shall fail to furnish
the Trustee with the name and address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

       

                The
Company may also from time to time designate one or more co-registrars,
additional paying agents or additional service agents and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligations to
maintain a Registrar, Paying Agent and Service Agent in each place so specified
pursuant to Section 2.2 for Securities of any Series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the name or address of any such co-registrar,
additional paying agent or additional service agent. The term “Registrar”
includes any co-registrar; the term “Paying Agent” includes any additional
paying agent; and the term “Service Agent” includes any additional service
agent.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

                The
Company hereby appoints the Trustee as the initial Registrar, Paying Agent and
Service Agent for each Series unless another Registrar, Paying Agent or Service
Agent, as the case may be, is appointed prior to the time Securities of that
Series are first issued.

      
        
          	 
      	 
      
	
                  SECTION 2.5

                	
                  Paying
      Agent to Hold Money in Trust.

                


        

      

       

                The
Company shall require each Paying Agent other than the Trustee to agree in
writing that the Paying Agent will hold in trust, for the benefit of
Securityholders of any Series of Securities, or the Trustee, all money held by
the Paying Agent for the payment of principal of or interest on the Series of
Securities, and will notify the Trustee of any default by the Company in making
any such payment. While any such default continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee. The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary of the Company) shall have no further liability for the money. If the
Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of Securityholders of any
Series of Securities all money held by it as Paying Agent.

      
        
          	 
      	 
      
	
                  SECTION 2.6

                	
                  Securityholder
      Lists.

                


        

      

       

                The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Securityholders
of each Series of Securities and shall otherwise comply with TIA Section 312(a).
If the Trustee is not the Registrar, the Company shall furnish to the Trustee at
least ten days before each interest payment date and at such other times as the
Trustee may request in writing a list, in such form and as of such date as the
Trustee may reasonably require, of the names and addresses of Securityholders of
each Series of Securities.

      
        
          	 
      	 
      
	
                  SECTION 2.7

                	
                  Transfer
      and Exchange.

                


        

      

       

                Where
Securities of a Series are presented to the Registrar or a co-registrar with a
request to register a transfer or to exchange them for an equal principal amount
of Securities of the same Series, the Registrar shall register the transfer or
make the exchange if its requirements for such transactions are met. To permit
registrations of transfers and exchanges, the Trustee shall authenticate
Securities at the Registrar’s request. No service charge shall be made for any
registration of transfer or exchange (except as otherwise expressly permitted
herein), but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to Sections 2.11, 3.6 or 9.6).

       

                Neither
the Company nor the Registrar shall be required (a) to issue, register the
transfer of, or exchange Securities of any Series for the period beginning at
the opening of business fifteen days immediately preceding the mailing of a
notice of redemption of Securities of that Series selected for redemption and
ending at the close of business on the day of such mailing, or (b) to register
the transfer of or exchange Securities of any Series selected, called or being
called for redemption as a whole or the portion being redeemed of any such
Securities selected, called or being called for redemption in part.

      
        
          	 
      	 
      
	
                  SECTION 2.8

                	
                  Mutilated,
      Destroyed, Lost and Stolen
Securities.

                


        

      

       

                If
any mutilated Security is surrendered to the Trustee, the Company shall execute
and the Trustee shall authenticate and make available for delivery in exchange
therefor a new Security of the same Series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      

       

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

       

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

       

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

       

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

       

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

      
        
          	 
      	 
      
	
                  SECTION 2.9

                	
                  Outstanding
      Securities.

                


        

      

       

                The
Securities outstanding at any time are all the Securities authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest on a Global Security effected by the Trustee in
accordance with the provisions hereof and those described in this Section as not
outstanding.

       

                If
a Security is replaced pursuant to Section 2.8, it ceases to be outstanding
until the Trustee receives proof satisfactory to it that the replaced Security
is held by a bona fide purchaser.

       

                If
the Paying Agent (other than the Company, a Subsidiary of the Company or an
Affiliate of the Company) holds on the Maturity of Securities of a Series money
sufficient to pay such Securities payable on that date, then on and after that
date such Securities of the Series cease to be outstanding and interest on them
ceases to accrue.

       

                A
Security does not cease to be outstanding because the Company or an Affiliate of
the Company holds the Security.

       

                In
determining whether the Holders of the requisite principal amount of outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, the principal amount of a 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 of the Maturity thereof
pursuant to Section 6.2.

      
        
          	 
      	 
      
	
                  SECTION 2.10

                	
                  Treasury
      Securities.

                


        

      

       

                In
determining whether the Holders of the required principal amount of Securities
of a Series have concurred in any request, demand, authorization, direction,
notice, consent or waiver, Securities of a Series owned by the Company shall be
disregarded, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such request, demand, authorization,
direction, notice, consent or waiver, only Securities of a Series that the
Trustee knows are so owned shall be so disregarded.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    SECTION 2.11

                  	
                    Temporary
      Securities.

                  


          

        

      

       

                Until
definitive Securities are ready for delivery, the Company may prepare and the
Trustee shall authenticate temporary Securities upon a Company Order. Temporary
Securities shall be substantially in the form of definitive Securities but may
have variations that the Company considers appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare and the Trustee upon
request shall authenticate definitive Securities of the same Series and date of
maturity in exchange for temporary Securities. Until so exchanged, temporary
securities shall have the same rights under this Indenture as the definitive
Securities.

      
        
          	 
      	 
      
	
                  SECTION 2.12

                	
                  Cancellation.

                


        

      

       

                The
Company at any time may deliver Securities to the Trustee for cancellation. The
Registrar and the Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange or payment. The
Trustee shall cancel all Securities surrendered for transfer, exchange, payment,
replacement or cancellation and deliver such canceled Securities to the Company,
unless the Company otherwise directs; provided that the Trustee shall not be
required to destroy Securities. The Company may not issue new Securities to
replace Securities that it has paid or delivered to the Trustee for
cancellation.

      
        
          	 
      	 
      
	
                  SECTION 2.13

                	
                  Defaulted
      Interest.

                


        

      

       

                If
the Company defaults in a payment of interest on a Series of Securities, it
shall pay the defaulted interest, plus, to the extent permitted by law, any
interest payable on the defaulted interest, to the persons who are
Securityholders of the Series on a subsequent special record date. The Company
shall fix the record date and payment date. At least 10 days before the record
date, the Company shall mail to the Trustee and to each Securityholder of the
Series a notice that states the record date, the payment date and the amount of
interest to be paid. The Company may pay defaulted interest in any other lawful
manner.

      
        
          	 
      	 
      
	
                  SECTION 2.14

                	
                  Global
      Securities.

                


        

      

       

                2.14.1     Terms Of Securities.
A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate
shall establish whether the Securities of a Series shall be issued in whole or
in part in the form of one or more Global Securities and the Depository for such
Global Security or Securities.

       

                2.14.2     Transfer And
Exchange. Notwithstanding any provisions to the contrary contained in
Section 2.7 of the Indenture and in addition thereto, any Global Security shall
be exchangeable pursuant to Section 2.7 of the Indenture for Securities
registered in the names of Holders other than the Depository for such Security
or its nominee only if (i) such Depository notifies the Company that it is
unwilling or unable to continue as Depository for such Global Security or if at
any time such Depository ceases to be a clearing agency registered under the
Exchange Act, and, in either case, the Company fails to appoint a successor
Depository registered as a clearing agency under the Exchange Act within 90 days
of such event, (ii) the Company executes and delivers to the Trustee an
Officers’ Certificate to the effect that such Global Security shall be so
exchangeable or (iii) an Event of Default with respect to the Securities
represented by such Global Security shall have happened and be continuing. Any
Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Securities registered in such names as the Depository shall
direct in writing in an aggregate principal amount equal to the principal amount
of the Global Security with like tenor and terms.

       

                Except
as provided in this Section 2.14.2, a Global Security may not be transferred
except as a whole by the Depository with respect to such Global Security to a
nominee of such Depository, by a nominee of such Depository to such Depository
or another nominee of such Depository or by the Depository or any such nominee
to a successor Depository or a nominee of such a successor
Depository.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

                2.14.3     Legend. Any Global
Security issued hereunder shall bear a legend in substantially the following
form:

      
        
          
            
              
                	 
      	 
      	 
      
	 
      	
                        “This
      Security is a Global Security within the meaning of the Indenture
      hereinafter referred to and is registered in the name of the Depository or
      a nominee of the Depository. This Security is exchangeable for Securities
      registered in the name of a person other than the Depository or its
      nominee only in the limited circumstances described in the Indenture, and
      may not be transferred except as a whole by the Depository to a nominee of
      the Depository, by a nominee of the Depository to the Depository or
      another nominee of the Depository or by the Depository or any such nominee
      to a successor Depository or a nominee of such a successor
      Depository.”

                      	 
      


              

            

          

        

      

       

                2.14.4     Acts Of Holders. The
Depository, as a Holder, may appoint agents and otherwise authorize participants
to give or take any request, demand, authorization, direction, notice, consent,
waiver or other action which a Holder is entitled to give or take under the
Indenture.

       

                2.14.5     Payments.
Notwithstanding the other provisions of this Indenture, unless otherwise
specified as contemplated by Section 2.2, payment of the principal of and
interest, if any, on any Global Security shall be made to the Holder
thereof.

       

                2.14.6     Consents, Declaration And
Directions. Except as provided in Section 2.14.5, the Company, the
Trustee and any Agent shall treat a person as the Holder of such principal
amount of outstanding Securities of such Series represented by a Global Security
as shall be specified in a written statement of the Depository with respect to
such Global Security, for purposes of obtaining any consents, declarations,
waivers or directions required to be given by the Holders pursuant to this
Indenture.

      
        
          	 
      	 
      
	
                  SECTION 2.15

                	
                  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” numbers in notices of redemption
as a convenience to Holders; provided that 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 elements of identification printed on
the Securities, and any such redemption shall not be affected by any defect in
or omission of such numbers.

       

      ARTICLE III

       

      REDEMPTION

      
        
          	 
      	 
      
	
                  SECTION 3.1

                	
                  Notice
      To Trustee.

                


        

      

       

                The
Company may, with respect to any Series of Securities, reserve the right to
redeem and pay the Series of Securities or may covenant to redeem and pay the
Series of Securities or any part thereof prior to the Stated Maturity thereof at
such time and on such terms as provided for in such Securities. If a Series of
Securities is redeemable and the Company wants or is obligated to redeem prior
to the Stated Maturity thereof all or part of the Series of Securities pursuant
to the terms of such Securities, it shall notify the Trustee of the redemption
date and the principal amount of Series of Securities to be redeemed. The
Company shall give the notice at least 45 days before the redemption date (or
such shorter notice as may be acceptable to the Trustee).


      
        
           


        

        
          12

          
            

          

        

        
           


        

      

       

      
        
          
            	
                    SECTION 3.2

                  	
                    Selection
      of Securities to be
Redeemed.

                  


          

        

      

       

                Unless
otherwise indicated for a particular Series by a Board Resolution, a
supplemental indenture or an Officers’ Certificate, if less than all the
Securities of a Series are to be redeemed, the Trustee shall select the
Securities of the Series to be redeemed in any manner that the Trustee deems
fair and appropriate. The Trustee shall make the selection from Securities of
the Series outstanding not previously called for redemption. The Trustee may
select for redemption portions of the principal of Securities of the Series that
have denominations larger than $1,000. Securities of the Series and portions of
them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or,
with respect to Securities of any Series issuable in other denominations
pursuant to Section 2.2.10, the minimum principal denomination for each Series
and integral multiples thereof. Provisions of this Indenture that apply to
Securities of a Series called for redemption also apply to portions of
Securities of that Series called for redemption.

      
        
          	 
      	 
      
	
                  SECTION 3.3

                	
                  Notice
      of Redemption.

                


        

      

       

                Unless
otherwise indicated for a particular Series by Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate, at least 30 days but not more than
60 days before a redemption date, the Company shall mail a notice of redemption
by first-class mail to each Holder whose Securities are to be redeemed and, if
any Bearer Securities are outstanding, publish on one occasion a notice in an
Authorized Newspaper.

      
        
          	 
      	 
      	 
      
	 
      	
                  The
      notice shall identify the Securities of the Series to be redeemed and
      shall state:

                
	 
      	 
      	 
      
	 
      	
                  (a)

                	
                  the
      redemption date;

                
	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  the
      redemption price;

                
	 
      	 
      	 
      
	 
      	
                  (c)

                	
                  the
      name and address of the Paying Agent;

                
	 
      	 
      	 
      
	 
      	
                  (d)

                	
                  that
      Securities of the Series called for redemption must be surrendered to the
      Paying Agent to collect the redemption price;

                
	 
      	 
      	 
      
	 
      	
                  (e)

                	
                  that
      interest on Securities of the Series called for redemption ceases to
      accrue on and after the redemption date;

                
	 
      	 
      	 
      
	 
      	
                  (f)

                	
                  the
      CUSIP number, if any; and

                
	 
      	 
      	 
      
	 
      	
                  (g)

                	
                  any
      other information as may be required by the terms of the particular Series
      or the Securities of a Series being
redeemed.

                


        

      

       

                At
the Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at its expense.

      
        
          	 
      	 
      
	
                  SECTION 3.4

                	
                  Effect
      of Notice of Redemption.

                


        

      

       

                Once
notice of redemption is mailed or published as provided in Section 3.3,
Securities of a Series called for redemption become due and payable on the
redemption date and at the redemption price. A notice of redemption may not be
conditional. Upon surrender to the Paying Agent, such Securities shall be paid
at the redemption price plus accrued interest to the redemption date, provided
that installments of interest whose Stated Maturity is on or prior to the
redemption date shall be payable to the Holders of such Securities (or one or
more predecessor Securities) registered at the close of business on the relevant
record date therefor according to their terms and the terms of this
Indenture.


      
        
           


        

        
          13

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    SECTION 3.5

                  	
                    Deposit
      of Redemption Price.

                  


          

        

      

       

                On
or before the redemption date, the Company shall deposit with the Paying Agent
money sufficient to pay the redemption price of and accrued interest, if any, on
all Securities to be redeemed on that date.

      
        
          	 
      	 
      
	
                  SECTION 3.6

                	
                  Securities
      Redeemed in Part.

                


        

      

       

                Upon
surrender of a Security that is redeemed in part, the Trustee shall authenticate
for the Holder a new Security of the same Series and the same maturity equal in
principal amount to the unredeemed portion of the Security
surrendered.

       

      ARTICLE IV.

       

      COVENANTS

      
        
          	 
      	 
      
	
                  SECTION 4.1

                	
                  Payment
      of Principal and Interest.

                


        

      

       

                The
Company covenants and agrees for the benefit of the Holders of each Series of
Securities that it will duly and punctually pay the principal of and interest,
if any, on the Securities of that Series in accordance with the terms of such
Securities and this Indenture.

      
        
          	 
      	 
      
	
                  SECTION 4.2

                	
                  SEC
      Reports.

                


        

      

       

                The
Company shall deliver to the Trustee within 15 days after it files them with the
SEC 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 SEC may by
rules and regulations prescribe) which the Company is required to file with the
SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall
comply with the other provisions of TIA Section 314(a). Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee’s receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on an Officers’
Certificate).

      
        
          	 
      	 
      
	
                  SECTION 4.3

                	
                  Compliance
      Certificate.

                


        

      

       

                The
Company shall deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company, an Officers’ Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his/her knowledge the Company has
kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions hereof (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he may have knowledge).

       

                The
Company will, so long as any of the Securities are outstanding, deliver to the
Trustee, forthwith upon becoming aware of any Default or Event of Default, an
Officers’ Certificate specifying such Default or Event of Default and what
action the Company is taking or proposes to take with respect
thereto.

      
        
          	 
      	 
      
	
                  SECTION 4.4

                	
                  Stay,
      Extension and Usury Laws.

                


        

      

       

                The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture or the Securities and the Company (to the extent
it may lawfully do so) hereby expressly waives all benefit or advantage of any
such law and covenants that it will not, by resort to any such law, 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
has been enacted.


      
        
           


        

        
          14

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    SECTION 4.5

                  	
                    Corporate
      Existence.

                  


          

        

      

       

                Subject
to Article V, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and the
rights (charter and statutory), licenses and franchises of the Company;
provided, however, that the Company shall not be required to preserve any such
right, license or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries taken as a whole and that the loss thereof is
not adverse in any material respect to the Holders.

      
        
          	 
      	 
      
	
                  SECTION 4.6

                	
                  Taxes.

                


        

      

       

                The
Company shall pay prior to delinquency all taxes, assessments and governmental
levies, except as contested in good faith and by appropriate
proceedings.

       

      ARTICLE V.

       

      SUCCESSORS

      
        
          	 
      	 
      
	
                  SECTION 5.1

                	
                  When
      Company May Merge, Etc.

                


        

      

       

                The
Company shall not consolidate with or merge with or into, or convey, transfer or
lease all or substantially all of its properties and assets to, any person (a
“successor person”) unless:

      
        
          	 
      	 
      	 
      
	 
      	
                  (a)

                	
                  the
      Company is the surviving corporation or the successor person (if other
      than the Company) is a corporation organized and validly existing under
      the laws of any U.S. domestic jurisdiction and expressly assumes the
      Company’s obligations on the Securities and under this Indenture;
      and

                
	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  immediately
      after giving effect to the transaction, no Default or Event of Default,
      shall have occurred and be
continuing.

                


        

      

       

                The
Company shall deliver to the Trustee prior to the consummation of the proposed
transaction an Officers’ Certificate to the foregoing effect and an Opinion of
Counsel stating that the proposed transaction and any supplemental indenture
comply with this Indenture.

      
        
          	 
      	 
      
	
                  SECTION 5.2

                	
                  Successor
      Corporation Substituted.

                


        

      

       

                Upon
any consolidation or merger, or any sale, lease, conveyance or other disposition
of all or substantially all of the assets of the Company in accordance with
Section 5.1, the successor corporation formed by such consolidation or into or
with which the Company is merged or to which such sale, lease, conveyance or
other disposition is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor person has been named as the Company herein;
provided, however, that the predecessor Company in the case of a sale,
conveyance or other disposition (other than a lease) shall be released from all
obligations and covenants under this Indenture and the
Securities.


      
        
           


        

        
          15

          
            

          

        

        
           


        

      

       

      ARTICLE VI

       

      DEFAULTS AND REMEDIES

      
        
          	 
      	 
      
	
                  SECTION 6.1

                	
                  Events
      of Default.

                


        

      

       

                “Event
of Default,” wherever used herein with respect to Securities of any Series,
means any one of the following events, unless in the establishing Board
Resolution, supplemental indenture or Officers’ Certificate, it is provided that
such Series shall not have the benefit of said Event of Default:

      
        
          	 
      	 
      	 
      	 
      
	 
      	
                  (a)

                	
                  default
      in the payment of any interest on any Security of that Series when it
      becomes due and payable, and continuance of such default for a period of
      30 days (unless the entire amount of such payment is deposited by the
      Company with the Trustee or with a Paying Agent prior to the expiration of
      such period of 30 days); or

                
	 
      	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  default
      in the payment of principal of any Security of that Series at its
      Maturity; or

                
	 
      	 
      	 
      	 
      
	 
      	
                  (c)

                	
                  default
      in the deposit of any sinking fund payment, when and as due in respect of
      any Security of that Series; or

                
	 
      	 
      	 
      	 
      
	 
      	
                  (d)

                	
                  default
      in the performance or breach of any covenant or warranty of the Company in
      this Indenture (other than a covenant or warranty for which the
      consequences of nonperformance or breach are addressed elsewhere in this
      Section 6.1 and other than a covenant or warranty that has been included
      in this Indenture solely for the benefit of Series of Securities other
      than that Series), which default continues uncured for a period of 60 days
      after there has been given, by registered or certified mail, to the
      Company by the Trustee or to the Company and the Trustee by the Holders of
      not less than a majority in principal amount of the outstanding Securities
      of that Series a written notice specifying such default or breach and
      requiring it to be remedied and stating that such notice is a “Notice of
      Default” hereunder; or

                
	 
      	 
      	 
      	 
      
	 
      	
                  (e)

                	
                  the
      Company pursuant to or within the meaning of any Bankruptcy
      Law:

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (i)

                	
                  commences
      a voluntary case,

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (ii)

                	
                  consents
      to the entry of an order for relief against it in an involuntary
      case,

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (iii)

                	
                  consents
      to the appointment of a Custodian of it or for all or substantially all of
      its property,

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (iv)

                	
                  makes
      a general assignment for the benefit of its creditors,
  or

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (v)

                	
                  generally
      is unable to pay its debts as the same become due; or

                
	 
      	 
      	 
      	 
      
	 
      	
                  (f)

                	
                  a
      court of competent jurisdiction enters an order or decree under any
      Bankruptcy Law that:

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (i)

                	
                  is
      for relief against the Company in an involuntary case,

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (ii)

                	
                  appoints
      a Custodian of the Company or for all or substantially all of its
      property, or

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (iii)

                	
                  orders
      the liquidation of the Company, and the order or decree remains unstayed
      and in effect for 60 days;
or

                


        

      


      
        
           


        

        
          16

          
            

          

        

        
           


        

      

      


      
        
          
            	 
      	
                    (g)

                  	
                    any
      other Event of Default provided with respect to Securities of that Series,
      which is specified in a Board Resolution, a supplemental indenture hereto
      or an Officers’ Certificate, in accordance with Section
      2.2.18.

                  


          

        

      

       

      The term
“Bankruptcy Law” means title 11, U.S. Code or any similar Federal or State law
for the relief of debtors. The term “Custodian” means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.

      
        
          	 
      	 
      
	
                  SECTION 6.2

                	
                  Acceleration
      of Maturity; Rescission and
Annulment.

                


        

      

       

                If
an Event of Default with respect to Securities of any Series at the time
outstanding occurs and is continuing (other than an Event of Default referred to
in Section 6.1(e) or (f)), then in every such case the Trustee or the Holders of
not less than a majority in principal amount of the outstanding Securities of
that Series may declare the principal amount (or, if any Securities of that
Series are Discount Securities, such portion of the principal amount as may be
specified in the terms of such Securities) of and accrued and unpaid interest,
if any, on all of the Securities of that Series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) and accrued and unpaid interest, if any, shall become immediately due
and payable. If an Event of Default specified in Section 6.1(e) or (f) shall
occur, the principal amount (or specified amount) of and accrued and unpaid
interest, if any, on all outstanding Securities shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

       

                At
any time after such a declaration of acceleration with respect to any Series has
been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the Holders of
a majority in principal amount of the outstanding Securities of that Series, by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if all Events of Default with respect to
Securities of that Series, other than the non-payment of the principal and
interest, if any, of Securities of that Series which have become due solely by
such declaration of acceleration, have been cured or waived as provided in
Section 6.13.

       

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

      
        
          	 
      	 
      
	
                  SECTION 6.3

                	
                  Collection
      Of Indebtedness And Suits For Enforcement By
  Trustee.

                


        

      

      


      
        
          
            	 
      	
                    The
      Company covenants that if:

                  
	 
      	 
      	 
      
	 
      	
                    (a)

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

                  
	 
      	 
      	 
      
	 
      	
                    (b)

                  	
                    default
      is made in the payment of principal of any Security at the Maturity
      thereof, or

                  
	 
      	 
      	 
      
	 
      	
                    (c)

                  	
                    default
      is made in the deposit of any sinking fund payment when and as due by the
      terms of a Security,

                  


          

        

      

       

      then, the
Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and any
overdue interest at the rate or rates prescribed therefor in such Securities,
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and
counsel.

       

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


      
        
           


        

        
          17

          
            

          

        

        
           


        

      

       

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

      
        
          	 
      	 
      
	
                  SECTION 6.4

                	
                  Trustee
      May File Proofs Of Claim.

                


        

      

       

                In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise, (a) to file and
prove a claim for the whole amount of principal and interest owing and unpaid in
respect of the Securities and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and (b) to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same, and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.7.

       

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

      
        
          	 
      	 
      
	
                  SECTION 6.5

                	
                  Trustee
      May Enforce Claims Without Possession Of
  Securities.

                


        

      

       

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

      
        
          	 
      	 
      
	
                  SECTION 6.6

                	
                  Application
      of Money Collected.

                


        

      

       

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

       

                First:
To the payment of all amounts due the Trustee under Section 7.7;
and


      
        
           


        

        
          18

          
            

          

        

        
           


        

      

       

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

       

                Third:
To the Company.

      
        
          	 
      	 
      
	
                  SECTION 6.7

                	
                  Limitation
      On Suits.

                


        

      

       

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

      
        
          	 
      	 
      	 
      
	 
      	
                  (a)

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

                
	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  the
      Holders of at least a majority in principal amount of the outstanding
      Securities of that Series shall have made written request to the Trustee
      to institute proceedings in respect of such Event of Default in its own
      name as Trustee hereunder;

                
	 
      	 
      	 
      
	 
      	
                  (c)

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

                
	 
      	 
      	 
      
	 
      	
                  (d)

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

                
	 
      	 
      	 
      
	 
      	
                  (e)

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

                


        

      

       

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

      
        
          	 
      	 
      
	
                  SECTION 6.8

                	
                  Unconditional
      Right of Holders to Receive Principal and
  Interest.

                


        

      

       

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

      
        
          	 
      	 
      
	
                  SECTION 6.9

                	
                  Restoration
      of Rights and Remedies.

                


        

      

       

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


      
        
           


        

        
          19

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    SECTION 6.10

                  	
                    Rights
      and Remedies
Cumulative.

                  


          

        

      

       

                Except
as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in Section 2.8, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not, to the extent permitted by law, prevent the concurrent
assertion or employment of any other appropriate right or remedy.

      
        
          	 
      	 
      
	
                  SECTION 6.11

                	
                  Delay
      or Omission Not Waiver.

                


        

      

       

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

      
        
          	 
      	 
      
	
                  SECTION 6.12

                	
                  Control
      by Holders.

                


        

      

       

                The
Holders of a majority in principal amount of the outstanding Securities of any
Series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of such
Series, provided that:

      
        
          	 
      	 
      	 
      
	 
      	
                  (a)

                	
                  such
      direction shall not be in conflict with any rule of law or with this
      Indenture,

                
	 
      	 
      	 
      
	 
      	
                  (b)

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

                
	 
      	 
      	 
      
	 
      	
                  (c)

                	
                  subject
      to the provisions of Section 6.1, the Trustee shall have the right to
      decline to follow any such direction if the Trustee in good faith shall,
      by a Responsible Officer of the Trustee, determine that the proceeding so
      directed would involve the Trustee in personal
  liability.

                


        

      

       

      
        
          
            	
                    SECTION 6.13

                  	
                    Waiver
      Of Past Defaults.

                  


          

        

      

       

                The
Holders of not less than a majority in principal amount of the outstanding
Securities of any Series may on behalf of the Holders of all the Securities of
such Series waive any past Default hereunder with respect to such Series and its
consequences, except a Default (i) in the payment of the principal of or
interest on any Security of such Series (provided, however, that the Holders of
a majority in principal amount of the outstanding Securities of any Series may
rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration) or (ii) in respect of a covenant
or provision hereof which cannot be modified or amended without the consent of
the Holder of each outstanding Security of such Series affected. Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

      
        
          	 
      	 
      
	
                  SECTION 6.14

                	
                  Undertaking
      For Costs.

                


        

      

       

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


      
        
           


        

        
          20

          
            

          

        

        
           


        

      

       

      ARTICLE VII.

       

      TRUSTEE

      
        
          	 
      	 
      
	
                  SECTION 7.1

                	
                  Duties
      of Trustee.

                


        

      

       

      
        
          
            	 
      	
                    (a)

                  	
                    If
      an Event of Default has occurred and is continuing, the Trustee shall
      exercise 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.

                  
	 
      	 
      	 
      	 
      
	 
      	
                    (b)

                  	
                    Except
      during the continuance of an Event of Default:

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (i)

                  	
                    The
      Trustee need perform only those duties that are specifically set forth in
      this Indenture and no others.

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (ii)

                  	
                    In
      the absence of bad faith on its part, the Trustee may conclusively rely,
      as to the truth of the statements and the correctness of the opinions
      expressed therein, upon Officers’ Certificates or Opinions of Counsel
      furnished to the Trustee and conforming to the requirements of this
      Indenture; however, in the case of any such Officers’ Certificates or
      Opinions of Counsel which by any provisions hereof are specifically
      required to be furnished to the Trustee, the Trustee shall examine such
      Officers’ Certificates and Opinions of Counsel to determine whether or not
      they conform to the requirements of this Indenture.

                  
	 
      	 
      	 
      	 
      
	 
      	
                    (c)

                  	
                    The
      Trustee may not be relieved from liability for its own negligent action,
      its own negligent failure to act or its own willful misconduct, except
      that:

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (i)

                  	
                    This
      paragraph does not limit the effect of paragraph (b) of this
      Section.

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (ii)

                  	
                    The
      Trustee shall not be liable for any error of judgment made in good faith
      by a Responsible Officer, unless it is proved that the Trustee was
      negligent in ascertaining the pertinent facts.

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (iii)

                  	
                    The
      Trustee shall not be liable with respect to any action taken, suffered or
      omitted to be taken by it with respect to Securities of any Series in good
      faith in accordance with the direction of the Holders of a majority in
      principal amount of the outstanding Securities of such Series relating to
      the time, method and place of conducting any proceeding for any remedy
      available to the Trustee, or exercising any trust or power conferred upon
      the Trustee, under this Indenture with respect to the Securities of such
      Series.

                  
	 
      	 
      	 
      	 
      
	 
      	
                    (d)

                  	
                    Every
      provision of this Indenture that in any way relates to the Trustee is
      subject to paragraph (a), (b) and (c) of this
  Section.

                  


          

        

      


      
        
           


        

        
          21

          
            

          

        

        
           


        

      

      


      
        
          
            	 
      	
                    (e)

                  	
                    The
      Trustee may refuse to perform any duty or exercise any right or power at
      the request or direction of any Holder unless it receives indemnity
      satisfactory to it against any loss, liability or
  expense.

                  
	 
      	 
      	 
      
	 
      	
                    (f)

                  	
                    The
      Trustee shall not be liable for interest on any money received by it
      except as the Trustee may agree in writing with the Company. Money held in
      trust by the Trustee need not be segregated from other funds except to the
      extent required by law.

                  
	 
      	 
      	 
      
	 
      	
                    (g)

                  	
                    No
      provision of this Indenture shall require the Trustee to risk its own
      funds or otherwise incur any 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 repayment of such funds
      or adequate indemnity against such risk is not reasonably assured to
      it.

                  
	 
      	 
      	 
      
	 
      	
                    (h)

                  	
                    The
      Paying Agent, the Registrar and any authenticating agent shall be entitled
      to the protections, immunities and standard of care as are set forth in
      paragraphs (a), (b) and (c) of this Section with respect to the
      Trustee.

                  


          

        

      

       

      
        
          
            	
                    SECTION 7.2

                  	
                    Rights
      of Trustee.

                  


          

        

      

       

      
        
          
            	 
      	
                    (a)

                  	
                    The
      Trustee may rely on and shall be protected in acting or refraining from
      acting upon any document believed by it to be genuine and to have been
      signed or presented by the proper person. The Trustee need not investigate
      any fact or matter stated in the document.

                  
	 
      	 
      	 
      
	 
      	
                    (b)

                  	
                    Before
      the Trustee acts or refrains from acting, it may require an Officers’
      Certificate. The Trustee shall not be liable for any action it takes or
      omits to take in good faith in reliance on such Officers’
      Certificate.

                  
	 
      	 
      	 
      
	 
      	
                    (c)

                  	
                    The
      Trustee may act through agents and shall not be responsible for the
      misconduct or negligence of any agent appointed with due care. No
      Depository shall be deemed an agent of the Trustee and the Trustee shall
      not be responsible for any act or omission by any
    Depository.

                  
	 
      	 
      	 
      
	 
      	
                    (d)

                  	
                    The
      Trustee shall not be liable for any action it takes or omits to take in
      good faith which it believes to be authorized or within its rights or
      powers, provided that the Trustee’s conduct does not constitute negligence
      or bad faith.

                  
	 
      	 
      	 
      
	 
      	
                    (e)

                  	
                    The
      Trustee may consult with counsel and the advice of such counsel or any
      Opinion of Counsel shall be full and complete authorization and protection
      in respect of any action taken, suffered or omitted by it hereunder
      without negligence and in good faith and in reliance
    thereon.

                  
	 
      	 
      	 
      
	 
      	
                    (f)

                  	
                    The
      Trustee shall be under no obligation to exercise any of the rights or
      powers vested in it by this Indenture at the request or direction of any
      of the Holders of Securities unless such Holders shall have offered to the
      Trustee reasonable security or indemnity against the costs, expenses and
      liabilities which might be incurred by it in compliance with such request
      or direction.

                  
	 
      	 
      	 
      
	 
      	
                    (g)

                  	
                    The
      Trustee may consult with counsel of its selection and the advice of such
      counsel or any Opinion of Counsel shall be full and complete authorization
      and protection in respect of any action taken, suffered or omitted by it
      hereunder without negligence and in good faith and in reliance
      thereon.

                  


          

        

      


      
        
           


        

        
          22

          
            

          

        

        
           


        

      

      


      
        
          
            	 
      	
                    (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.

                  
	 
      	 
      	 
      
	 
      	
                    (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 generally or the
      Securities of a particular Series and this
  Indenture.

                  


          

        

      

       

      
        
          
            	
                    SECTION 7.3

                  	
                    Individual
      Rights of Trustee.

                  


          

        

      

       

                The
Trustee in its individual or any other capacity may become the owner or pledgee
of Securities and may otherwise deal with the Company or an Affiliate of the
Company with the same rights it would have if it were not Trustee. Any Agent may
do the same with like rights. The Trustee is also subject to Sections 7.10 and
7.11.

      
        
          	 
      	 
      
	
                  SECTION 7.4

                	
                  Trustee’s
      Disclaimer.

                


        

      

       

                The
Trustee makes no representation as to the validity or adequacy of this Indenture
or the Securities, it shall not be accountable for the Company’s use of the
proceeds from the Securities, and it shall not be responsible for any statement
in the Securities other than its authentication.

      
        
          	 
      	 
      
	
                  SECTION 7.5

                	
                  Notice
      Of Defaults.

                


        

      

       

                If
a Default or Event of Default occurs and is continuing with respect to the
Securities of any Series and if it is known to a Responsible Officer of the
Trustee, the Trustee shall mail to each Securityholder of the Securities of that
Series and, if any Bearer Securities are outstanding, publish on one occasion in
an Authorized Newspaper, notice of a Default or Event of Default within 90 days
after it occurs or, if later, after a Responsible Officer of the Trustee has
knowledge of such Default or Event of Default. Except in the case of a Default
or Event of Default in payment of principal of or interest on any Security of
any Series, the Trustee may withhold the notice if and so long as its corporate
trust committee or a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Securityholders of
that Series.

      
        
          	 
      	 
      
	
                  SECTION 7.6

                	
                  Reports
      by Trustee to Holders.

                


        

      

       

                Within
60 days after May 15 in each year, the Trustee shall transmit by mail to all
Securityholders, as their names and addresses appear on the register kept by the
Registrar and, if any Bearer Securities are outstanding, publish in an
Authorized Newspaper, a brief report dated as of such May 15, in accordance
with, and to the extent required under, TIA Section 313.

       

                A
copy of each report at the time of its mailing to Securityholders of any Series
shall be filed with the SEC and each stock exchange on which the Securities of
that Series are listed. The Company shall promptly notify the Trustee when
Securities of any Series are listed on any stock exchange.

      
        
          	 
      	 
      
	
                  SECTION 7.7

                	
                  Compensation
      and Indemnity.

                


        

      

       

                The
Company shall pay to the Trustee from time to time compensation for its services
as the Company and the Trustee shall from time to time agree upon in writing.
The Trustee’s compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred by it. Such expenses
shall include the reasonable compensation and expenses of the Trustee’s agents
and counsel.


      
        
           


        

        
          23

          
            

          

        

        
           


        

      

       

                The
Company shall indemnify each of the Trustee and any predecessor Trustee
(including the cost of defending itself) against any loss, liability or expense,
including taxes (other than taxes based upon, measured by or determined by the
income of the Trustee) incurred by it except as set forth in the next paragraph
in the performance of its duties under this Indenture as Trustee or Agent. The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. The Company shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have one separate counsel and the Company shall pay
the reasonable fees and expenses of such counsel. The Company need not pay for
any settlement made without its consent, which consent shall not be unreasonably
withheld. This indemnification shall apply to officers, directors, employees,
shareholders and agents of the Trustee.

       

                The
Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee or by any officer, director, employee,
shareholder or agent of the Trustee through negligence or bad
faith.

       

                To
secure the Company’s payment obligations in this Section, the Trustee shall have
a lien prior to the Securities of any Series on all money or property held or
collected by the Trustee, except that held in trust to pay principal of and
interest on particular Securities of that Series.

       

                When
the Trustee incurs expenses or renders services after an Event of Default
specified in Section 6.1(e) or (f) occurs, the expenses and the compensation for
the services are intended to constitute expenses of administration under any
Bankruptcy Law.

       

                The
provisions of this Section shall survive the termination of this
Indenture.

      
        
          	 
      	 
      
	
                  SECTION 7.8

                	
                  Replacement
      of Trustee.

                


        

      

       

                A
resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section.

       

                The
Trustee may resign with respect to the Securities of one or more Series by so
notifying the Company at least 30 days prior to the date of the proposed
resignation. The Holders of a majority in principal amount of the Securities of
any Series may remove the Trustee with respect to that Series by so notifying
the Trustee and the Company. The Company may remove the Trustee with respect to
Securities of one or more Series if:

      
        
          	 
      	 
      	 
      
	 
      	
                  (a)

                	
                  the
      Trustee fails to comply with Section 7.10;

                
	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  the
      Trustee is adjudged a bankrupt or an insolvent or an order for relief is
      entered with respect to the Trustee under any Bankruptcy
    Law;

                
	 
      	 
      	 
      
	 
      	
                  (c)

                	
                  a
      Custodian or public officer takes charge of the Trustee or its property;
      or

                
	 
      	 
      	 
      
	 
      	
                  (d)

                	
                  the
      Trustee becomes incapable of
acting.

                


        

      

       

                If
the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Company shall promptly appoint a successor Trustee.
Within one year after the successor Trustee takes office, the Holders of a
majority in principal amount of the then outstanding Securities may appoint a
successor Trustee to replace the successor Trustee appointed by the
Company.

       

                If
a successor Trustee with respect to the Securities of any one or more Series
does not take office within 60 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company or the Holders of at least a majority
in principal amount of the Securities of the applicable Series may petition any
court of competent jurisdiction for the appointment of a successor
Trustee.


      
        
           


        

        
          24

          
            

          

        

        
           


        

      

       

                A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Immediately after that, the retiring
Trustee shall transfer all property held by it as Trustee to the successor
Trustee subject to the lien provided for in Section 7.7, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee with respect
to each Series of Securities for which it is acting as Trustee under this
Indenture. A successor Trustee shall mail a notice of its succession to each
Securityholder of each such Series and, if any Bearer Securities are
outstanding, publish such notice on one occasion in an Authorized Newspaper.
Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the
Company’s obligations under Section 7.7 hereof shall continue for the benefit of
the retiring Trustee with respect to expenses and liabilities incurred by it
prior to such replacement.

      
        
          	 
      	 
      
	
                  SECTION 7.9

                	
                  Successor
      Trustee by Merger, Etc.

                


        

      

       

                If
the Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor
Trustee.

      
        
          	 
      	 
      
	
                  SECTION 7.10

                	
                  Eligibility;
      Disqualification.

                


        

      

       

                This
Indenture shall always have a Trustee who satisfies the requirements of TIA
Section 310(a)(1), (2) and (5). The Trustee shall always have a combined capital
and surplus of at least $25,000,000 as set forth in its most recent published
annual report of condition. The Trustee shall comply with TIA Section
310(b).

      
        
          	 
      	 
      
	
                  SECTION 7.11

                	
                  Referential
      Collection of Claims Against
Company.

                


        

      

       

                The
Trustee is subject to TIA Section 311(a), excluding any creditor relationship
listed in TIA Section 311(b). A Trustee who has resigned or been removed shall
be subject to TIA Section 311(a) to the extent indicated.

       

      ARTICLE VIII.

       

      SATISFACTION AND DISCHARGE; DEFEASANCE

      
        
          	 
      	 
      
	
                  SECTION 8.1

                	
                  Satisfaction
      and Discharge of Indenture.

                


        

      

       

                This
Indenture shall upon Company Order cease to be of further effect (except as
hereinafter provided in this Section 8.1), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

      
        
          	 
      	 
      	 
      	 
      
	 
      	
                  (a)

                	
                  either:

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (i)

                	
                  all
      Securities theretofore authenticated and delivered (other than Securities
      that have been destroyed, lost or stolen and that have been replaced or
      paid) have been delivered to the Trustee for cancellation;
    or

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (ii)

                	
                  all
      such Securities not theretofore delivered to the Trustee for cancellation
      (1) have become due and payable, or(2) will become due and payable at
      their Stated Maturity within one year, or (3) are to be called for
      redemption within one year under arrangements satisfactory to the Trustee
      for the giving of notice of redemption by the Trustee in the name, and at
      the expense, of the Company;and the Company has irrevocably deposited or
      caused to be deposited with the Trustee as trust funds in trust an amount
      sufficient for the purpose of paying and discharging the entire
      indebtedness on such Securities not theretofore delivered to the Trustee
      for cancellation, for principal and interest to the date of such deposit
      (in the case of Securities which have become due and payable on or prior
      to the date of such deposit) or to the Stated Maturity or redemption date,
      as the case may be;

                


        

      


      
        
           


        

        
          25

          
            

          

        

        
           


        

      

      


      
        
          
            	 
      	
                    (b)

                  	
                    the
      Company has paid or caused to be paid all other sums payable hereunder by
      the Company; and

                  
	 
      	 
      	 
      
	 
      	
                    (c)

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

                  


          

        

      

       

      Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 7.7, and, if money shall have been deposited with
the Trustee pursuant to clause (a) of this Section, the provisions of Sections
2.4, 2.7, 2.8, 8.1, 8.2 and 8.5 shall survive.

      
        
          	 
      	 
      
	
                  SECTION 8.2

                	
                  Application
      of Trust Funds;
Indemnification.

                


        

      

       

      
        
          
            	 
      	
                    (a)

                  	
                    Subject
      to the provisions of Section 8.5, all money deposited with the Trustee
      pursuant to Section 8.1, all money and U.S. Government Obligations or
      Foreign Government Obligations deposited with the Trustee pursuant to
      Section 8.3 or 8.4 and all money received by the Trustee in respect of
      U.S. Government Obligations or Foreign Government Obligations deposited
      with the Trustee pursuant to Section 8.3 or 8.4, shall be held in trust
      and applied by it, in accordance with the provisions of the Securities and
      this Indenture, to the payment, either directly or through any Paying
      Agent (other than the Company acting as its own Paying Agent) as the
      Trustee may determine, to the persons entitled thereto, of the principal
      and interest for whose payment such money has been deposited with or
      received by the Trustee or to make mandatory sinking fund payments or
      analogous payments as contemplated by Sections 8.3 or
  8.4.

                  
	 
      	 
      	 
      
	 
      	
                    (b)

                  	
                    The
      Company shall pay and shall indemnify the Trustee against any tax, fee or
      other charge imposed on or assessed against U.S. Government Obligations or
      Foreign Government Obligations deposited pursuant to Sections 8.3 or 8.4
      or the interest and principal received in respect of such obligations
      other than any payable by or on behalf of Holders.

                  
	 
      	 
      	 
      
	 
      	
                    (c)

                  	
                    The
      Trustee shall deliver or pay to the Company from time to time upon Company
      Request any U.S. Government Obligations or Foreign Government Obligations
      or money held by it as provided in Sections 8.3 or 8.4 which, in the
      opinion of a nationally recognized firm of independent certified public
      accountants expressed in a written certification thereof delivered to the
      Trustee, are then in excess of the amount thereof which then would have
      been required to be deposited for the purpose for which such U.S.
      Government Obligations or Foreign Government Obligations or money were
      deposited or received. This provision shall not authorize the sale by the
      Trustee of any U.S. Government Obligations or Foreign Government
      Obligations held under this
Indenture.

                  


          

        

      

       

      
        
          
            	
                    SECTION 8.3

                  	
                    Legal
      Defeasance of Securities of any
Series.

                  


          

        

      

       

                Unless
this Section 8.3 is otherwise specified, pursuant to Section 2.2.20, to be
inapplicable to Securities of any Series, the Company shall be deemed to have
paid and discharged the entire indebtedness on all the outstanding Securities of
any Series on the 91st day after the date of the deposit referred to in
subparagraph (d) hereof, and the provisions of this Indenture, as it relates to
such outstanding Securities of such Series, shall no longer be in effect (and
the Trustee, at the expense of the Company, shall, at Company Request, execute
proper instruments acknowledging the same), except as to:


      
        
           


        

        
          26

          
            

          

        

        
           


        

      

      


      
        
          
            	 
      	
                    (a)

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

                  
	 
      	 
      	 
      
	 
      	
                    (b)

                  	
                    the
      provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3, and 8.5;
    and

                  
	 
      	 
      	 
      
	 
      	
                    (c)

                  	
                    the
      rights, powers, trust and immunities of the Trustee hereunder; provided
      that, the following conditions shall have been
  satisfied:

                  
	 
      	 
      	 
      
	 
      	
                    (d)

                  	
                    the
      Company shall have deposited or caused to be irrevocably deposited (except
      as provided in Section 8.2(c)) with the Trustee 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, cash in Dollars and/or U.S. Government Obligations, which
      through the payment of interest and principal in respect thereof in
      accordance with their terms, will provide (and without reinvestment and
      assuming no tax liability will be imposed on such Trustee), not later than
      one day before the due date of any payment of money, an amount in cash,
      sufficient, in the opinion of a nationally recognized firm of independent
      public accountants expressed in a written certification thereof delivered
      to the Trustee, to pay and discharge each installment of principal of and
      interest, if any, on and any mandatory sinking fund payments in respect of
      all the Securities of such Series on the dates such installments of
      interest or principal and such sinking fund payments are
    due;

                  
	 
      	 
      	 
      
	 
      	
                    (e)

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

                  
	 
      	 
      	 
      
	 
      	
                    (f)

                  	
                    no
      Default or Event of Default with respect to the Securities of such Series
      shall have occurred and be continuing on the date of such deposit or
      during the period ending on the 91st day after such
  date;

                  
	 
      	 
      	 
      
	 
      	
                    (g)

                  	
                    the
      Company shall have delivered to the Trustee an Officers’ Certificate and
      an Opinion of Counsel to the effect that (i) the Company has received
      from, or there has been published by, the Internal Revenue Service a
      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 of Counsel shall confirm
      that, the Holders of the Securities of such Series will not recognize
      income, gain or loss for Federal income tax purposes as a result of such
      deposit, defeasance and discharge and will be subject to Federal income
      tax on the same amounts and in the same manner and at the same times as
      would have been the case if such deposit, defeasance and discharge had not
      occurred;

                  
	 
      	 
      	 
      
	 
      	
                    (h)

                  	
                    the
      Company shall have delivered to the Trustee an Officers’ Certificate
      stating that the deposit was not made by the Company with the intent of
      preferring the Holders of the Securities of such Series over any other
      creditors of the Company or with the intent of defeating, hindering,
      delaying or defrauding any other creditors of the Company;
    and

                  
	 
      	 
      	 
      
	 
      	
                    (i)

                  	
                    the
      Company shall have delivered to the Trustee an Officers’ Certificate and
      an Opinion of Counsel, each stating that all conditions precedent provided
      for relating to the defeasance contemplated by this Section have been
      complied with.

                  


          

        

      


      
        
           


        

        
          27

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    SECTION 8.4

                  	
                    Covenant
      Defeasance.

                  


          

        

      

       

                Unless
this Section 8.4 is otherwise specified pursuant to Section 2.2.20 to be
inapplicable to Securities of any Series, on and after the 91st day after the
date of the deposit referred to in subparagraph (a) hereof, the Company may omit
to comply with respect to the Securities of any Series with any term, provision
or condition set forth under Sections 4.2, 4.3, 4.4, 4.6, and 5.1 as well as any
additional covenants specified in a supplemental indenture for such Series of
Securities or a Board Resolution or an Officers’ Certificate delivered pursuant
to Section 2.2.20 (and the failure to comply with any such covenants shall not
constitute a Default or Event of Default with respect to such Series under
Section 6.1) and the occurrence of any event specified in a supplemental
indenture for such Series of Securities or a Board Resolution or an Officers’
Certificate delivered pursuant to Section 2.2.18 and designated as an Event of
Default shall not constitute a Default or Event of Default hereunder, with
respect to the Securities of such Series, provided that the following conditions
shall have been satisfied:

      
        
          	 
      	 
      	 
      
	 
      	
                  (a)

                	
                  With
      reference to this Section 8.4, the Company has deposited or caused to be
      irrevocably deposited (except as provided in Section 8.2(c)) with the
      Trustee 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, cash in Dollars and/or U.S.
      Government Obligations, which through the payment of interest and
      principal in respect thereof in accordance with their terms, will provide
      (and without reinvestment and assuming no tax liability will be imposed on
      such Trustee), not later than one day before the due date of any payment
      of money, an amount in cash, sufficient, in the opinion of a nationally
      recognized firm of independent certified public accountants expressed in a
      written certification thereof delivered to the Trustee, to pay and
      discharge each installment of principal of and interest, if any, on and
      any mandatory sinking fund payments in respect of the Securities of such
      Series on the dates such installments of interest or principal and such
      sinking fund payments are due;

                
	 
      	 
      	 
      
	 
      	
                  (b)

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

                
	 
      	 
      	 
      
	 
      	
                  (c)

                	
                  No
      Default or Event of Default with respect to the Securities of such Series
      shall have occurred and be continuing on the date of such deposit or
      during the period ending on the 91st day after such
  date;

                
	 
      	 
      	 
      
	 
      	
                  (d)

                	
                  The
      Company shall have delivered to the Trustee an Opinion of Counsel to the
      effect that Holders of the Securities of such Series will not recognize
      income, gain or loss for federal income tax purposes as a result of such
      deposit and 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 deposit and covenant defeasance had not
      occurred; and

                
	 
      	 
      	 
      
	 
      	
                  (e)

                	
                  The
      Company shall 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 covenant defeasance contemplated by this
      Section have been complied
with.

                


        

      

       

      
        
          
            	
                    SECTION 8.5

                  	
                    Repayment
      to Company.

                  


          

        

      

       

                The
Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for the payment of principal and interest that remains unclaimed
for two years. After that, Securityholders entitled to the money must look to
the Company for payment as general creditors unless an applicable abandoned
property law designates another person.


      
        
           


        

        
          28

          
            

          

        

        
           


        

      

       

      ARTICLE IX.

       

      AMENDMENTS AND WAIVERS

      
        
          	 
      	 
      
	
                  SECTION 9.1

                	
                  Without
      Consent of Holders.

                


        

      

       

                The
Company and the Trustee may amend or supplement this Indenture or the Securities
of one or more Series without the consent of any Securityholder:

      
        
          	 
      	 
      	 
      
	 
      	
                  (a)

                	
                  to
      cure any ambiguity, defect or inconsistency;

                
	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  to
      comply with Article V;

                
	 
      	 
      	 
      
	 
      	
                  (c)

                	
                  to
      provide for uncertificated Securities in addition to or in place of
      certificated Securities;

                
	 
      	 
      	 
      
	 
      	
                  (d)

                	
                  to
      make any change that does not adversely affect the rights of any
      Securityholder;

                
	 
      	 
      	 
      
	 
      	
                  (e)

                	
                  to
      provide for the issuance of and establish the form and terms and
      conditions of Securities of any Series as permitted by this
      Indenture;

                
	 
      	 
      	 
      
	 
      	
                  (f)

                	
                  to
      evidence and provide for the acceptance of appointment hereunder by a
      successor Trustee with respect to the Securities of one or more Series and
      to add to or change any of the provisions of this Indenture as shall be
      necessary to provide for or facilitate the administration of the trusts
      hereunder by more than one Trustee; or

                
	 
      	 
      	 
      
	 
      	
                  (g)

                	
                  to
      comply with requirements of the SEC in order to effect or maintain the
      qualification of this Indenture under the
TIA.

                


        

      

       

      
        
          
            	
                    SECTION 9.2

                  	
                    With
      Consent of Holders.

                  


          

        

      

       

                The
Company and the Trustee may enter into a supplemental indenture with the written
consent of the Holders of at least a majority in principal amount of the
outstanding Securities of each Series affected by such supplemental indenture
(including consents obtained in connection with a tender offer or exchange offer
for the Securities of such Series), 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
Securityholders of each such Series. Except as provided in Section 6.13, the
Holders of at least a majority in principal amount of the outstanding Securities
of any Series by notice to the Trustee (including consents obtained in
connection with a tender offer or exchange offer for the Securities of such
Series) may waive compliance by the Company with any provision of this Indenture
or the Securities with respect to such Series.

       

                It
shall not be necessary for the consent of the Holders of Securities under this
Section 9.2 to approve the particular form of any proposed supplemental
indenture or waiver, but it shall be sufficient if such consent approves the
substance thereof. After a supplemental indenture or waiver under this section
becomes effective, the Company shall mail to the Holders of Securities affected
thereby and, if any Bearer Securities affected thereby are outstanding, publish
on one occasion in an Authorized Newspaper, a notice briefly describing the
supplemental indenture or waiver. Any failure by the Company to mail or publish
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture or waiver.

      
        
          	 
      	 
      
	
                  SECTION 9.3

                	
                  Limitations.

                


        

      

       

                Without
the consent of each Securityholder affected, an amendment or waiver may
not:


      
        
           


        

        
          29

          
            

          

        

        
           


        

      

       

      
        
          
            	 
      	
                    (a)

                  	
                    reduce
      the amount of Securities whose Holders must consent to an amendment,
      supplement or waiver;

                  
	 
      	 
      	 
      
	 
      	
                    (b)

                  	
                    reduce
      the rate of or extend the time for payment of interest (including default
      interest) on any Security;

                  
	 
      	 
      	 
      
	 
      	
                    (c)

                  	
                    reduce
      the principal or change the Stated Maturity of any Security or reduce the
      amount of, or postpone the date fixed for, the payment of any sinking fund
      or analogous obligation;

                  
	 
      	 
      	 
      
	 
      	
                    (d)

                  	
                    reduce
      the principal amount of Discount Securities payable upon acceleration of
      the maturity thereof;

                  
	 
      	 
      	 
      
	 
      	
                    (e)

                  	
                    waive
      a Default or Event of Default in the payment of the principal of or
      interest, if any, on any Security (except a rescission of acceleration of
      the Securities of any Series by the Holders of at least a majority in
      principal amount of the outstanding Securities of such Series and a waiver
      of the payment default that resulted from such
    acceleration);

                  
	 
      	 
      	 
      
	 
      	
                    (f)

                  	
                    make
      the principal of or interest, if any, on any Security payable in any
      currency other than that stated in the Security;

                  
	 
      	 
      	 
      
	 
      	
                    (g)

                  	
                    make
      any change in Sections 6.8, 6.13, or 9.3 (this sentence);
    or

                  
	 
      	 
      	 
      
	 
      	
                    (h)

                  	
                    waive
      a redemption payment with respect to any
  Security.

                  


          

        

      

       

      
        
          
            	
                    SECTION 9.4

                  	
                    Compliance
      With Trust Indenture
Act.

                  


          

        

      

       

                Every
amendment to this Indenture or the Securities of one or more Series shall be set
forth in a supplemental indenture hereto that complies with the TIA as then in
effect.

      
        
          	 
      	 
      
	
                  SECTION 9.5

                	
                  Revocation
      and Effect of Consents.

                


        

      

       

                Until
an amendment is set forth in a supplemental indenture or a waiver becomes
effective, a consent to it by a Holder of a Security is a continuing consent by
the Holder and every subsequent Holder of a Security or portion of a Security
that evidences the same debt as the consenting Holder’s Security, even if
notation of the consent is not made on any Security. However, any such Holder or
subsequent Holder may revoke the consent as to his Security or portion of a
Security if the Trustee receives the notice of revocation before the date of the
supplemental indenture or the date the waiver becomes effective.

       

                Any
amendment or waiver once effective shall bind every Securityholder of each
Series affected by such amendment or waiver unless it is of the type described
in any of clauses (a) through (h) of Section 9.3. In that case, the amendment or
waiver shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder’s Security.

      
        
          	 
      	 
      
	
                  SECTION 9.6

                	
                  Notation
      on or Exchange of Securities.

                


        

      

       

                The
Trustee may place an appropriate notation about an amendment or waiver on any
Security of any Series thereafter authenticated. The Company in exchange for
Securities of that Series may issue and the Trustee shall authenticate upon
request new Securities of that Series that reflect the amendment or
waiver.


      
        
           


        

        
          30

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    SECTION 9.7

                  	
                    Trustee
      Protected.

                  


          

        

      

       

                In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 7.1) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee shall sign all supplemental
indentures, except that the Trustee need not sign any supplemental indenture
that adversely affects its rights.

       

      ARTICLE X.

       

      MISCELLANEOUS

      
        
          	 
      	 
      
	
                  SECTION 10.1

                	
                  Trust
      Indenture Act Controls.

                


        

      

       

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

      
        
          	 
      	 
      
	
                  SECTION 10.2

                	
                  Notices.

                


        

      

       

                Any
notice or communication by the Company or the Trustee to the other, or by a
Holder to the Company or the Trustee, is duly given if in writing and delivered
in person or mailed by first-class mail:

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 
      	 
      
	 
      	
                                                    if
      to the Company:

                                                  
	 
      	 
      
	 
      	
                                                    United
      Community Banks, Inc.

                                                  
	 
      	
                                                    63
      Highway 515

                                                  
	 
      	
                                                    Blairsville,
      Georgia 30514

                                                  
	 
      	
                                                    Attention:
      Rex S. Schuette

                                                  
	 
      	
                                                    Telephone: (706)
      781-2265

                                                  
	 
      	
                                                    Facsimile:
      (706) 745-9046

                                                  
	 
      	 
      
	 
      	
                                                    if
      to the Trustee:

                                                  
	 	 	 
	 	 	 
	 	 	 
	 	
                                                    Attention:

                                                  	 	 
	 
      	
                                                    Telephone:

                                                  	
                                                      
      (    )

                                                  	 
      
	 
      	
                                                    Facsimile:

                                                  	
                                                      
      (    )

                                                  	 
      


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      The
Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.

       

                Any
notice or communication to a Securityholder shall be mailed by first-class mail
to his address shown on the register kept by the Registrar and, if any Bearer
Securities are outstanding, published in an Authorized Newspaper. Failure to
mail a notice or communication to a Securityholder of any Series or any defect
in it shall not affect its sufficiency with respect to other Securityholders of
that or any other Series.

       

                If
a notice or communication is mailed or published in the manner provided above,
within the time prescribed, it is duly given, whether or not the Securityholder
receives it.

       

                If
the Company mails a notice or communication to Securityholders, it shall mail a
copy to the Trustee and each Agent at the same time.

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      
        
          
            	
                    SECTION 10.3

                  	
                    Communication
      by Holders with Other
Holders.

                  


          

        

      

       

                Securityholders
of any Series may communicate pursuant to TIA Section 312(b) with other
Securityholders of that Series or any other Series with respect to their rights
under this Indenture or the Securities of that Series or all Series. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

      
        
          	 
      	 
      
	
                  SECTION 10.4

                	
                  Certificate
      and Opinion as to Conditions
Precedent.

                


        

      

       

                Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

      
        
          	 
      	 
      	 
      
	 
      	
                  (a)

                	
                  an
      Officers’ Certificate stating that, in the opinion of the signers, all
      conditions precedent, if any, provided for in this Indenture relating to
      the proposed action have been complied with; and

                
	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  an
      Opinion of Counsel stating that, in the opinion of such counsel, all such
      conditions precedent have been complied
with.

                


        

      

       

      
        
          
            	
                    SECTION 10.5

                  	
                    Statements
      Required in Certificate or
Opinion.

                  


          

        

      

       

                Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e)
and 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.

                


        

      

       

      
        
          
            	
                    SECTION 10.6

                  	
                    Rules
      by Trustee and Agents.

                  


          

        

      

       

                The
Trustee may make reasonable rules for action by or a meeting of Securityholders
of one or more Series. Any Agent may make reasonable rules and set reasonable
requirements for its functions.

      
        
          	 
      	 
      
	
                  SECTION 10.7

                	
                  Legal
      Holidays.

                


        

      

       

                Unless
otherwise provided by Board Resolution, Officers’ Certificate or supplemental
indenture hereto for a particular Series, a “Legal Holiday” is any day that is
not a Business Day. If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

      
        
          	 
      	 
      
	
                  SECTION 10.8

                	
                  No
      Recourse Against Others.

                


        

      

       

                A
director, officer, employee or stockholder, as such, of the Company shall not
have any liability for any obligations of the Company under the Securities or
the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.


      
        
           


        

        
          32

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    SECTION 10.9

                  	
                    Counterparts.

                  


          

        

      

       

                This
Indenture may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.

      
        
          	 
      	 
      
	
                  SECTION 10.10

                	
                  Governing
      Laws.

                


        

      

       

                THIS
INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT
REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

      
        
          	 
      	 
      
	
                  SECTION 10.11

                	
                  No
      Adverse Interpretation of Other
Agreements.

                


        

      

       

                This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or a Subsidiary of the Company. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

      
        
          	 
      	 
      
	
                  SECTION 10.12

                	
                  Successors.

                


        

      

       

                All
agreements of the Company in this Indenture and the Securities shall bind its
successor. All agreements of the Trustee in this Indenture shall bind its
successor.

      
        
          	 
      	 
      
	
                  SECTION 10.13

                	
                  Severability.

                


        

      

       

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

      
        
          	 
      	 
      
	
                  SECTION 10.14

                	
                  Table
      of Contents, Headings, Etc.

                


        

      

       

                The
Table of Contents, Cross-Reference Table, and headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference only,
are not to be considered a part hereof, and shall in no way modify or restrict
any of the terms or provisions hereof.

       

      ARTICLE XI

       

      SINKING FUNDS

      
        
          	 
      	 
      
	
                  SECTION 11.1

                	
                  Applicability
      of Article.

                


        

      

       

                The
provisions of this Article shall be applicable to any sinking fund for the
retirement of the Securities of a Series, except as otherwise permitted or
required by any form of Security of such Series issued pursuant to this
Indenture.

       

                The
minimum amount of any sinking fund payment provided for by the terms of the
Securities of any Series is herein referred to as a “mandatory sinking fund
payment” and any other amount provided for by the terms of Securities of such
Series is herein referred to as an “optional sinking fund payment.” If provided
for by the terms of Securities of any Series, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 11.2. Each
sinking fund payment shall be applied to the redemption of Securities of any
Series as provided for by the terms of the Securities of such
Series.


      
        
           


        

        
          33

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    SECTION 11.2

                  	
                    Satisfaction
      Of Sinking Fund Payments With
Securities.

                  


          

        

      

       

                The
Company may, in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of any Series to be made pursuant to the terms of such
Securities (1) deliver outstanding Securities of such Series to which such
sinking fund payment is applicable (other than any of such Securities previously
called for mandatory sinking fund redemption) and (2) apply as credit Securities
of such Series to which such sinking fund payment is applicable and which have
been repurchased by the Company or redeemed either at the election of the
Company pursuant to the terms of such Series of Securities (except pursuant to
any mandatory sinking fund) or through the application of permitted optional
sinking fund payments or other optional redemptions pursuant to the terms of
such Securities, provided that such Securities have not been previously so
credited. Such Securities shall be received by the Trustee, together with an
Officers’ Certificate with respect thereto, not later than 15 days prior to the
date on which the Trustee begins the process of selecting Securities for
redemption, and shall be credited for such purpose by the Trustee at the price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.
If as a result of the delivery or credit of Securities in lieu of cash payments
pursuant to this Section 11.2, the principal amount of Securities of such Series
to be redeemed in order to exhaust the aforesaid cash payment shall be less than
$100,000, the Trustee need not call Securities of such Series for redemption,
except upon receipt of a Company Order that such action be taken, and such cash
payment shall be held by the Trustee or a Paying Agent and applied to the next
succeeding sinking fund payment, provided, however, that the Trustee or such
Paying Agent shall from time to time upon receipt of a Company Order pay over
and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon delivery by the Company to the Trustee of Securities of that
Series purchased by the Company having an unpaid principal amount equal to the
cash payment required to be released to the Company.

      
        
          	 
      	 
      
	
                  SECTION 11.3

                	
                  Redemption
      Of Securities For Sinking
Fund.

                


        

      

       

                Not
less than 45 days (unless otherwise indicated in the Board Resolution,
supplemental indenture or Officers’ Certificate in respect of a particular
Series of Securities) 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 mandatory sinking fund payment for
that Series pursuant to the terms of that Series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting of Securities of that
Series pursuant to Section 11.2, and the optional amount, if any, to be added in
cash to the next ensuing mandatory sinking fund payment, and the Company shall
thereupon be obligated to pay the amount therein specified. Not less than 30
days (unless otherwise indicated in the Board Resolution, Officers’ Certificate
or supplemental indenture in respect of a particular Series of Securities)
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.2 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 3.3. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
3.4, 3.5 and 3.6.

       

      ARTICLE XII

       

      SUBORDINATION
OF SECURITIES

      
        
          	 
      	 
      
	
                  SECTION 12.1

                	
                  Agreement
      of Subordination.

                


        

      

       

                The
Company covenants and agrees, and each Holder of Securities issued hereunder by
his acceptance thereof likewise covenants and agrees, that all Securities shall
be issued subject to the provisions of this Article XII; and each Person holding
any Security, whether upon original issue or upon transfer, assignment or
exchange thereof, accepts and agrees to be bound by such
provisions.


      
        
           


        

        
          34

          
            

          

        

        
           


        

      

       

                The
payment of the principal of, premium, if any, and interest on all Securities
(including, but not limited to, the redemption price with respect to the
Securities called for redemption in accordance with Article 3 as provided in the
Indenture) issued hereunder shall, to the extent and in the manner hereinafter
set forth, be subordinated and subject in right of payment to the prior payment
in full of all Senior Indebtedness, whether outstanding at the date of this
Indenture or thereafter incurred.

       

                No
provision of this Article XII shall prevent the occurrence of any default or
Event of Default hereunder.

      
        
          	 
      	 
      
	
                  SECTION
      12.2

                	
                  Payments
      to Holders.

                


        

      

       

                No
payment shall be made with respect to the principal of, or premium, if any, or
interest on the Securities (including, but not limited to, the redemption price
with respect to the Securities to be called for redemption in accordance with
Article III as provided in the Indenture), except payments and distributions
made by the Trustee as permitted by the first or second paragraph of Section
12.5, if:

      
        
          	 
      	 
      	 
      
	 
      	
                  (a)

                	
                  a
      default in the payment of principal, premium, interest, rent or other
      obligations due on any Senior Indebtedness occurs and is continuing (or,
      in the case of Senior Indebtedness for which there is a period of grace,
      in the event of such a default that continues beyond the period of grace,
      if any, specified in the instrument or lease evidencing such Senior
      Indebtedness), unless and until such default shall have been cured or
      waived or shall have ceased to exist; or

                
	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  a
      default, other than a payment default, on a Designated Senior Indebtedness
      occurs and is continuing that then permits holders of such Designated
      Senior Indebtedness to accelerate its maturity and the Trustee receives a
      notice of the default (a “Payment Blockage Notice”) from a Representative
      or the Company.

                


        

      

       

                If
the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above,
no subsequent Payment Blockage Notice shall be effective for purposes of this
Section unless and until (A) at least 365 days shall have elapsed since the
initial effectiveness of the immediately prior Payment Blockage Notice, and (B)
all scheduled payments of principal, premium, if any, and interest on the
Securities that have come due have been paid in full in cash. No nonpayment
default that existed or was continuing on the date of delivery of any Payment
Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent
Payment Blockage Notice.

       

                The
Company may and shall resume payments on and distributions in respect of the
Securities upon the earlier of:

      
        
          	 
      	 
      	 
      
	 
      	
                  (1)

                	
                  the
      date upon which the default is cured or waived or ceases to exist,
      or

                
	 
      	 
      	 
      
	 
      	
                  (2)

                	
                  in
      the case of a default referred to in clause (ii) above, 179 days pass
      after notice is received if the maturity of such Designated Senior
      Indebtedness has not been accelerated, unless this Article XII otherwise
      prohibits the payment or distribution at the time of such payment or
      distribution.

                


        

      

       

                Upon
any payment by the Company, or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to creditors upon any
dissolution or winding-up or liquidation or reorganization of the Company,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all amounts due or to become due upon all Senior Indebtedness
shall first be paid in full in cash or other payment satisfactory to the holders
of such Senior Indebtedness, or payment thereof in accordance with its terms
provided for in cash or other payment satisfactory to the holders of such Senior
Indebtedness, before any payment is made on account of the principal of,
premium, if any, or interest on the Securities (except payments made pursuant to
Article VI from monies deposited with the Trustee pursuant thereto prior to
commencement of proceedings for such dissolution, winding-up, liquidation or
reorganization); and upon any such dissolution or winding-up or liquidation or
reorganization of the Company or bankruptcy, insolvency, receivership or other
proceeding, any payment by the Company, or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to which the
Holders of the Securities or the Trustee would be entitled, except for the
provision of this Article XII, shall (except as aforesaid) be paid by the
Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or
other Person making such payment or distribution, or by the Holders of the
Securities or by the Trustee under this Indenture if received by them or it,
directly to the holders of Senior Indebtedness (pro rata to such holders on the
basis of the respective amounts of Senior Indebtedness held by such holders, or
as otherwise required by law or a court order) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay all
Senior Indebtedness in full, in cash or other payment satisfactory to the
holders of such Senior Indebtedness, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Indebtedness, before any
payment or distribution or provision therefor is made to the Holders of the
Securities or to the Trustee.


      
        
           


        

        
          35

          
            

          

        

        
           


        

      

       

                For
purposes of this Article XII, the words, “cash, property or securities” shall
not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article XII with respect to
the Securities to the payment of all Senior Indebtedness which may at the time
be outstanding; provided that (i) the Senior Indebtedness is assumed by the new
corporation, if any, resulting from any reorganization or readjustment, and (ii)
the rights of the holders of Senior Indebtedness (other than leases which are
not assumed by the Company or the new corporation, as the case may be) are not,
without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article V shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 12.2
if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article
V.

       

                In
the event of the acceleration of the Securities because of an Event of Default,
no payment or distribution shall be made to the Trustee or any Holder of
Securities in respect of the principal of, premium, if any, or interest on the
Securities (including, but not limited to, the redemption price with respect to
the Securities called for redemption in accordance with Article 3 as provided in
the Indenture), except payments and distributions made by the Trustee as
permitted by the first or second paragraph of Section 12.5, until all Senior
Indebtedness has been paid in full in cash or other payment satisfactory to the
holders of Senior Indebtedness or such acceleration is rescinded in accordance
with the terms of this Indenture. If payment of the Securities is accelerated
because of an Event of Default, the Company shall promptly notify holders of
Senior Indebtedness of the acceleration at the address set forth in the notice
from the Agent (or successor agent) to the Trustee as being the address to which
the Trustee should send its notice pursuant to this Section 12.2, unless there
are no payment obligations of the Company thereunder and all obligations
thereunder to extend credit have been terminated or expired.

       

                
In the event that, notwithstanding the foregoing provisions, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities (including, without limitation, by way of setoff or
otherwise), prohibited by the foregoing, shall be received by the Trustee or the
Holders of the Securities before all Senior Indebtedness is paid in full in cash
or other payment satisfactory to the holders of such Senior Indebtedness, or
provision is made for such payment thereof in accordance with its terms in cash
or other payment satisfactory to the holders of such Senior Indebtedness, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior Indebtedness
may have been issued, as their respective interests may appear, as calculated by
the Company, for application to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or
other payment satisfactory to the holders of such Senior Indebtedness, after
giving effect to any concurrent payment or distribution to or for the holders of
such Senior Indebtedness.


      
        
           


        

        
          36

          
            

          

        

        
           


        

      

       

                Nothing
in this Section 12.2 shall apply to claims of, or payments to, the Trustee under
or pursuant to Section 7.7. This Section 12.2 shall be subject to the further
provisions of Section 12.5.

      
        
          	 
      	 
      
	
                  SECTION
      12.3

                	
                  Subrogation
      of Securities.

                


        

      

       

                Subject
to the payment in full of all Senior Indebtedness, the rights of the Holders of
the Securities shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Indebtedness pursuant to the
provisions of this Article XII (equally and ratably with the holders of all
indebtedness of the Company which by its express terms is subordinated to other
indebtedness of the Company to substantially the same extent as the Securities
are subordinated and is entitled to like rights of subrogation) to the rights of
the holders of Senior Indebtedness to receive payments or distributions of cash,
property or securities of the Company applicable to the Senior Indebtedness
until the principal, premium, if any, and interest on the Securities shall be
paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of the Senior Indebtedness of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article XII, and no payment over
pursuant to the provisions of this Article XII, to or for the benefit of the
holders of Senior Indebtedness by Holders of the Securities or the Trustee,
shall, as between the Company, its creditors other than holders of Senior
Indebtedness, and the Holders of the Securities, be deemed to be a payment by
the Company to or on account of the Senior Indebtedness; and no payments or
distributions of cash, property or securities to or for the benefit of the
Holders of the Securities pursuant to the subrogation provisions of this Article
XII, which would otherwise have been paid to the holders of Senior Indebtedness
shall be deemed to be a payment by the Company to or for the account of the
Securities. It is understood that the provisions of this Article XII are and are
intended solely for the purposes of defining the relative rights of the Holders
of the Securities, on the one hand, and the holders of the Senior Indebtedness,
on the other hand.

       

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

       

                Upon
any payment or distribution of assets of the Company referred to in this Article
XII, the Trustee, subject to the provisions of Section 7.1, and the Holders of
the Securities shall be entitled to rely upon any order or decree made by any
court of competent jurisdiction in which such bankruptcy, dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent
or other person making such payment or distribution, delivered to the Trustee or
to the Holders of the Securities, for the purpose of ascertaining the persons
entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon and all other facts pertinent thereto or to this Article
XII.

      
        
          	 
      	 
      
	
                  SECTION
      12.4

                	
                  Authorization
      to Effect Subordination.

                


        

      

       

                Each
Holder of a Security by the holder’s acceptance thereof authorizes and directs
the Trustee on the holder’s behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article XII and
appoints the Trustee to act as the holder’s attorney-in-fact for any and all
such purposes. If the Trustee does not file a proper proof of claim or proof of
debt in the form required in any proceeding referred to in Section 6.3 hereof at
least 30 days before the expiration of the time to file such claim, the holders
of any Senior Indebtedness or their representatives are hereby authorized to
file an appropriate claim for and on behalf of the Holders of the
Securities.


      
        
           


        

        
          37

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    SECTION
      12.5

                  	
                    Notice
      to Trustee.

                  


          

        

      

       

                The
Company shall give prompt written notice in the form of an Officers’ Certificate
to a Responsible Officer of the Trustee and to any paying agent of any fact
known to the Company which would prohibit the making of any payment of monies to
or by the Trustee or any paying agent in respect of the Securities pursuant to
the provisions of this Article XII. Notwithstanding the provisions of this
Article XII or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article XII, unless and until a
Responsible Officer of the Trustee shall have received written notice thereof at
the Corporate Trust Office from the Company (in the form of an Officers’
Certificate) or a Representative or a holder or holders of Senior Indebtedness
or from any trustee thereof; and before the receipt of any such written notice,
the Trustee, subject to the provisions of Section 7.1, shall be entitled in all
respects to assume that no such facts exist; provided that if on a date not
fewer than two Business Days prior to the date upon which by the terms hereof
any such monies may become payable for any purpose (including, without
limitation, the payment of the principal of, or premium, if any, or interest on
any Security) the Trustee shall not have received, with respect to such monies,
the notice provided for in this Section 12.5, then, anything herein contained to
the contrary notwithstanding, the Trustee shall have full power and authority to
receive such monies and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may be
received by it on or after such prior date.

       

                Notwithstanding
anything in this Article XII to the contrary, nothing shall prevent any payment
by the Trustee to the Holders of monies deposited with it pursuant to Section
8.1, and any such payment shall not be subject to the provisions of Section 12.1
or 12.2.

       

                The
Trustee, subject to the provisions of Section 7.1, shall be entitled to rely on
the delivery to it of a written notice by a Representative or a person
representing himself to be a holder of Senior Indebtedness (or a trustee on
behalf of such holder) to establish that such notice has been given by a
Representative or a holder of Senior Indebtedness or a trustee on behalf of any
such holder or holders. In the event that the Trustee determines in good faith
that further evidence is required with respect to the right of any person as a
holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article XII, the Trustee may request such person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such person, the extent to which such person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such person under this Article XII, and if such
evidence is not furnished the Trustee may defer any payment to such person
pending judicial determination as to the right of such person to receive such
payment.

      
        
          	 
      	 
      
	
                  SECTION
      12.6

                	
                  Trustee’s
      Relation to Senior
Indebtedness.

                


        

      

       

                The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article XII in respect of any Senior Indebtedness at any time held by
it, to the same extent as any other holder of Senior Indebtedness, and nothing
in Section 7.11 or elsewhere in this Indenture shall deprive the Trustee of any
of its rights as such holder.

       

                With
respect to the holders of Senior Indebtedness, the Trustee undertakes to perform
or to observe only such of its covenants and obligations as are specifically set
forth in this Article XII, and no implied covenants or obligations with respect
to the holders of Senior Indebtedness shall be read into this Indenture against
the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and, subject to the provisions of Section 7.1,
the Trustee shall not be liable to any holder of Senior Indebtedness if it shall
pay over or deliver to Holders of Securities, the Company or any other person
money or assets to which any holder of Senior Indebtedness shall be entitled by
virtue of this Article XII or otherwise.


      
        
           


        

        
          38

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    SECTION
      12.7

                  	
                    No
      Impairment of
Subordination.

                  


          

        

      

       

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

      
        
          	 
      	 
      
	
                  SECTION
      12.8

                	
                  Article
      Applicable to Paying Agents.

                


        

      

       

                If
at any time any Paying Agent other than the Trustee shall have been appointed by
the Company and be then acting hereunder, the term “Trustee” as used in this
Article shall (unless the context otherwise requires) be construed as extending
to and including such Paying Agent within its meaning as fully for all intents
and purposes as if such Paying Agent were named in this Article in addition to
or in place of the Trustee; provided, however, that the first paragraph of
Section 12.5 shall not apply to the Company or any Affiliate of the Company if
it or such Affiliate acts as Paying Agent.

      
        
          	 
      	 
      
	
                  SECTION
      12.9

                	
                  Senior
      Indebtedness Entitled to
Rely.

                


        

      

       

                The
holders of Senior Indebtedness (including, without limitation, Designated Senior
Indebtedness) shall have the right to rely upon this Article XII, and no
amendment or modification of the provisions contained herein shall diminish the
rights of such holders unless such holders shall have agreed in writing
thereto.

       

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

      
        
          
            
              	 
      	 
      
	 
      	
                      Attest:

                    
	 
      	 
      
	 
      	
                      UNITED
      COMMUNITY BANKS, INC.

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    
	 
      	
                      Its:

                    
	 
      	 
      
	 
      	
                      Attest:

                    
	 
      	 
      
	 
      	
                      [TRUSTEE]

                    
	 
      	 
      
	 
      	
                      By:
       

                    	 
      
	 
      	
                      Name:

                    
	 
      	
                      Its:

                    


            

             

             

            39