**Exhibit
4.7**
 INDENTURE
(PMA CAPITAL CORPORATION)
 
 PMA
CAPITAL CORPORATION, Issuer
 
 To
 
 U.S. BANK
NATIONAL ASSOCIATION, Trustee
 
 
    INDENTURE
 
 
 
 
 Dated as
of November 15, 2004
 
 $101,250,000
Aggregate Principal Amount
 
 Secured
Senior Securities
 
 
   
   
 Trust
      Indenture
      Act
      Section
    Indenture
      Section§§ 310(a)(1)
    6.8(a)(2)
    6.8(b)
    6.9(c)
    Not Applicable§§
      311(a)
    6.13(b)
    6.13(c)
    Not
      Applicable§§
      312(a)
    7.1(b)
    7.2(c)
    7.2§§
      313(a)
    7.3(b)
    7.3(c)
    7.3(d)
    7.3§§
      314(a)
    7.4(b)
    1.17(c)
    1.2(d)
    10.9(e)
    1.2(f)
    Not
      Applicable§§
      315(a)
    6.1(b)
    6.3(c)
    6.1(d)
    6.1(e)
    5.15§§
      316(a)(1)
    5.2, 5.12 and 5.13(b)
    5.8(c)
    1.4§§
      317(a)(1)
    5.3(a)(2)
    5.4(b)
    10.3§§
      318(a)
    1.8
 
 Note:
    This
      reconciliation and tie shall not, for any purpose, be deemed to be part of
      the Indenture.
 
 
   
    Table
      of Contents
    **Page**ARTICLE
      1DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATIONSection
      1.1.
    Definitions.
    1Section
      1.2.
    Compliance
      Certificates and Opinions.
    12Section
      1.3.
    Form
      of Documents Delivered to Trustee.
    12Section
      1.4.
    Acts
      of Holders.
    13Section
      1.5.
    Notices,
      etc. to Trustee and Company.
    15Section
      1.6.
    Notice
      to Holders of Securities; Waiver.
    15Section
      1.7.
    Language
      of Notices.
    16Section
      1.8.
    Conflict
      with Trust Indenture Act.
    16Section
      1.9.
    Effect
      of Headings and Table of Contents.
    16Section
      1.10.
    Successors
      and Assigns.
    16Section
      1.11.
    Separability
      Clause.
    17Section
      1.12.
    Benefits
      of Indenture.
    17Section
      1.13.
    Governing
      Law.
    17Section
      1.14.
    Legal
      Holidays.
    17Section
      1.15.
    Counterparts.
    17Section
      1.16.
    Judgment
      Currency.
    18Section
      1.17.
    Security
      Interest Created in Supplemental Indenture; Release of Security
      Interest.
    18Section
      1.18.
    Limitation
      on Individual Liability.
    19Section
      1.19.
    Submission
      to Jurisdiction.
    19ARTICLE
      2SECURITIES
      FORMSSection
      2.1.
    Forms
      Generally.
    20Section
      2.2.
    Form
      of Trustee’s Certificate of Authentication.
    20Section
      2.3.
    Securities
      in Global Form.
    21ARTICLE
      3THE
      SECURITIESSection
      3.1.
    Amount
      Limited; Issuable in Series.
    22Section
      3.2.
    Currency;
      Denominations.
    25Section
      3.3.
    Execution,
      Authentication, Delivery and Dating.
    25Section
      3.4.
    Temporary
      Securities.
    27Section
      3.5.
    Registration,
      Transfer and Exchange.
    28Section
      3.6.
    Mutilated,
      Destroyed, Lost and Stolen Securities.
    31Section
      3.7.
    Payment
      of Interest and Certain Additional Amounts; Rights to Interest and Certain
      Additional Amounts Preserved.
    32Section
      3.8.
    Persons
      Deemed Owners.
    34
   
 **Table
of Contents**
 (continued)
  Section
      3.9.
    Cancellation.
    35Section
      3.10.
    Computation
      of Interest.
    35Section
      3.11.
    CUSIP
      and ISIN Numbers.
    35ARTICLE
      4SATISFACTION
      AND DISCHARGE OF INDENTURESection
      4.1.
    Satisfaction
      and Discharge.
    35Section
      4.2.
    Defeasance
      and Covenant Defeasance.
    37Section
      4.3.
    Application
      of Trust Money.
    41ARTICLE
      5REMEDIESSection
      5.1.
    Events
      of Default.
    41Section
      5.2.
    Acceleration
      of Maturity; Rescission and Annulment.
    43Section
      5.3.
    Collection
      of Indebtedness and Suits for Enforcement by Trustee.
    45Section
      5.4.
    Trustee
      May File Proofs of Claim.
    46Section
      5.5.
    Trustee
      May Enforce Claims without Possession of Securities or
      Coupons.
    46Section
      5.6.
    Application
      of Money Collected.
    47Section
      5.7.
    Limitations
      on Suits.
    47Section
      5.8.
    Unconditional
      Right of Holders to Receive Principal and any Premium, Interest and
      Additional Amounts.
    48Section
      5.9.
    Restoration
      of Rights and Remedies.
    48Section
      5.10.
    Rights
      and Remedies Cumulative.
    48Section
      5.11.
    Delay
      or Omission Not Waiver.
    49Section
      5.12.
    Control
      by Holders of Securities.
    49Section
      5.13.
    Waiver
      of Past Defaults.
    49Section
      5.14.
    Waiver
      of Usury, Stay or Extension Laws.
    49Section
      5.15.
    Undertaking
      for Costs.
    50ARTICLE
      6THE
      TRUSTEESection
      6.1.
    Certain
      Duties and Responsibilities.
    50Section
      6.2.
    Certain
      Rights of Trustee.
    51Section
      6.3.
    Notice
      of Defaults.
    53Section
      6.4.
    Not
      Responsible for Recitals or Issuance of Securities.
    53Section
      6.5.
    May
      Hold Securities.
    53Section
      6.6.
    Money
      Held in Trust.
    54Section
      6.7.
    Compensation
      and Reimbursement.
    54Section
      6.8.
    Corporate
      Trustee Required; Eligibility.
    55Section
      6.9.
    Resignation
      and Removal; Appointment of Successor.
    55Section
      6.10.
    Acceptance
      of Appointment by Successor.
    57Section
      6.11.
    Merger,
      Conversion, Consolidation or Succession to Business.
    58Section
      6.12.
    Appointment
      of Authenticating Agent.
    58
   ii
  **Table
of Contents**
 (continued)
 Section
      6.13.
    Preferential
      Collection of Claims Against the Company.
    60Section
      6.14.
    Co-Trustee
      and Separate Trustees.
    60Section
      6.15.
    Patriot
      Act
    61ARTICLE
      7HOLDERS
      LISTS AND REPORTS BY TRUSTEE AND COMPANYSection
      7.1.
    Company
      to Furnish Trustee Names and Addresses of Holders.
    62Section
      7.2.
    Preservation
      of Information; Communications to Holders.
    62Section
      7.3.
    Reports
      by Trustee.
    62Section
      7.4.
    Reports
      by Company.
    62ARTICLE
      8CONSOLIDATION,
      AMALGAMATIONS, MERGER AND SALESSection
      8.1.
    Company
      May Consolidate, Etc., Only on Certain Terms.
    63Section
      8.2.
    Successor
      Person Substituted for Company.
    64ARTICLE
      9SUPPLEMENTAL
      INDENTURESSection
      9.1.
    Supplemental
      Indentures without Consent of Holders.
    65Section
      9.2.
    Supplemental
      Indentures with Consent of Holders.
    66Section
      9.3.
    Execution
      of Supplemental Indentures.
    68Section
      9.4.
    Effect
      of Supplemental Indentures.
    68Section
      9.5.
    Reference
      in Securities to Supplemental Indentures.
    68Section
      9.6.
    Conformity
      with Trust Indenture Act.
    68Section
      9.7.
    Notice
      of Supplemental Indenture.
    68ARTICLE
      10COVENANTSSection
      10.1.
    Payment
      of Principal, any Premium, Interest and Additional
Amounts.
    69Section
      10.2.
    Maintenance
      of Office or Agency.
    69Section
      10.3.
    Money
      for Securities Payments to Be Held in Trust.
    70Section
      10.4.
    Additional
      Amounts.
    72Section
      10.5.
    Corporate
      Existence.
    74Section
      10.6.
    Waiver
      of Certain Covenants.
    74Section
      10.7.
    Company
      Statement as to Compliance; Notice of Certain Defaults.
    74Section
      10.8.
    Recordation.
    75Section
      10.9.
    Evidence
      of Recording of Indenture.
    75ARTICLE
      11REDEMPTION
      OF SECURITIESSection
      11.1.
    Applicability
      of Article.
    75Section
      11.2.
    Election
      to Redeem; Notice to Trustee.
    76
  iii
 **Table
of Contents**
 (continued)
   Section
      11.3.
    Selection
      by Trustee of Securities to be Redeemed.
    76Section
      11.4.
    Notice
      of Redemption.
    76Section
      11.5.
    Deposit
      of Redemption Price.
    78Section
      11.6.
    Securities
      Payable on Redemption Date.
    78Section
      11.7.
    Securities
      Redeemed in Part.
    79ARTICLE
      12SINKING
      FUNDSSection
      12.1.
    Applicability
      of Article.
    79Section
      12.2.
    Satisfaction
      of Sinking Fund Payments with Securities.
    80Section
      12.3.
    Redemption
      of Securities for Sinking Fund.
    80ARTICLE
      13REPAYMENT
      AT THE OPTION OF HOLDERSSection
      13.1.
    Applicability
      of Article.
    81ARTICLE
      14SECURITIES
      IN FOREIGN CURRENCIESSection
      14.1.
    Applicability
      of Article.
    81ARTICLE
      15MEETINGS
      OF HOLDERS OF SECURITIESSection
      15.1.
    Purposes
      for Which Meetings May Be Called.
    82Section
      15.2.
    Call,
      Notice and Place of Meetings.
    82Section
      15.3.
    Persons
      Entitled to Vote at Meetings.
    82Section
      15.4.
    Quorum;
      Action.
    83Section
      15.5.
    Determination
      of Voting Rights; Conduct and Adjournment of Meetings.
    83Section
      15.6.
    Counting
      Votes and Recording Action of Meetings.
    84
 
 
 
 
 
 
 
   iv
   INDENTURE,
dated as of November 15, 2004 (the “Indenture”), between PMA CAPITAL
CORPORATION, a company duly organized and existing under the laws of
Pennsylvania (hereinafter called the “Company”), having its principal executive
office located at 380 Sentry Parkway, Blue Bell, Pennsylvania 19422, and U.S.
BANK NATIONAL ASSOCIATION, a national banking association duly organized and
existing under the laws of the United States of America (hereinafter called the
“Trustee”), having its Corporate Trust Office located at 225 Asylum Street,
Hartford, CT 06103.
 
 **RECITALS**
 
 The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its senior securities (hereinafter
called the “Securities”), limited to $101,250,000 in aggregate principal amount,
to bear such rates of interest, to mature at such time or times, to be issued in
one or more series and to have such other provisions as shall be fixed as
hereinafter provided.
 
 The
Company has duly authorized the execution and delivery of this Indenture. All
things necessary to make this Indenture a valid agreement of the Company, in
accordance with its terms, have been done.
 
 This
Indenture is subject to the provisions of the Trust Indenture Act of 1939, as
amended, and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder that are required to be part of this Indenture and, to
the extent applicable, shall be governed by such provisions.
 
 **NOW,
THEREFORE, THIS INDENTURE WITNESSETH:**
 
 For and
in consideration of the premises and the purchase of the Securities by the
Holders (as herein defined) thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities or of any
series thereof and any Coupons (as herein defined) as follows:
  **ARTICLE
1**
 **DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION**
 
  **Section
      1.1.**
    **Definitions.**
 
 Except as
otherwise expressly provided in or pursuant to this Indenture or unless the
context otherwise requires, for all purposes of this Indenture:
 
 (1)  the terms
defined in this Article have the meanings assigned to them in this Article, and
include the plural as well as the singular;
 
 (2)  all other
terms used herein which are defined in the Trust Indenture Act, either directly
or by reference therein, have the meanings assigned to them therein;
 
 (3)  all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles in the United States
of America and, except as otherwise herein expressly provided, the terms
“generally accepted accounting principles” or “GAAP” with respect to any
computation required or permitted hereunder shall mean such accounting
principles as are generally accepted in the United States of America at the date
or time of such computation;
 
 
 
 
 (4)  the words
“herein,” “hereof,” “hereto” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision; and
 
 (5)  the word
“or” is always used inclusively (for example, the phrase “A or B” means “A or B
or both,” not “either A or B but not both”).
 
 Certain
terms used principally in certain Articles hereof are defined in those
Articles.
 
 “Act,”
when used with respect to any Holders, has the meaning specified in Section
1.4.
 
 “Additional
Amounts” means any additional amounts which are required hereby or by any
Security, under circumstances specified herein or therein, to be paid by the
Company in respect of certain taxes, assessments or other governmental charges
imposed on Holders specified therein and which are owing to such Holders.
 
 “Affiliate”
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control” when used
with respect to any specified Person, means the power to direct the management
and policies of such Person directly or indirectly, whether through the
ownership of voting stock, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.
 
 “Attributable
Debt” ** in
respect of a sale and leaseback transaction means, at the time of determination,
the present value of the obligation of the lessee for net rental payments during
the remaining term of the lease included in such sale and leaseback transaction
including any period for which such lease has been extended or may, at the
option of the lessor, be extended. Such present value shall be calculated using
a discount rate equal to the rate of interest implicit in such transaction,
determined in accordance with GAAP.
 
 “Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 6.12 to
act on behalf of the Trustee to authenticate Securities of one or more series.
 
 “Authorized
Newspaper” means a newspaper, in an official language of the place of
publication or in the English language, customarily published on each day that
is a Business Day in the place of publication, whether or not published on days
that are Legal Holidays in the place of publication, and of general circulation
in each place in connection with which the term is used or in the financial
community of each such place. Where successive publications are required to be
made in Authorized Newspapers, the successive publications may be made in the
same or in different newspapers in the same city meeting the foregoing
requirements and in each case on any day that is a Business Day in the place of
publication.
 
 
 2
 
 “Authorized
Officer” means, when used with respect to the Company, the Chairman of the Board
of Directors, the President, the Chief Executive Officer, the Chief Financial
Officer, the Treasurer, the Chief Accounting Officer, the General Counsel or the
Secretary of the Company.
 
 “Bearer
Security” means any Security in the form established pursuant to Section 2.1
which is payable to bearer.
 
 “Board of
Directors” means the board of directors of the Company or any committee of that
board duly authorized to act generally or in any particular respect for the
Company hereunder.
 
 “Board
Resolution” means a copy of one or more resolutions, certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, delivered to the Trustee.
 
 “Business
Day,” with respect to any Place of Payment or other location, means, unless
otherwise specified with respect to any Securities pursuant to Section 3.1, any
day other than a Saturday, Sunday or other day on which banking institutions in
such Place of Payment or other location are authorized or obligated by law,
regulation or executive order to close.
 
 “Capital
Stock,” means with respect to any Person any and all shares, interests,
participations or other equivalents (however designated) of corporate stock or
partnership or limited liability company interests and any and all warrants,
options and rights with respect thereto (whether or not currently exercisable),
including each class of common stock and preferred stock of such person.
 
 “Capitalized
Lease Obligation” of any Person means the obligations of such Person to pay rent
or other amounts under a lease of property, real or personal, that is required
to be capitalized for financial reporting purposes in accordance with generally
accepted accounting principles, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined in
accordance with such principles.
 
 “Commission”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, as amended, or, if at any
time after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.
 
 “Common
Stock” in respect of any Corporation means Capital Stock of any class or classes
(however designated) which has no preference as to the payment of dividends, or
as to the distribution of assets upon any voluntary or involuntary liquidation
or dissolution of such Corporation, and which is not subject to redemption by
such Corporation.
 
 “Company”
means the Person named as the “Company” in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Company” shall mean
such successor Person, and any other obligor upon the Securities.
 
 
 3
 
 “Company
Request” and “Company Order” mean, respectively, a written request or order, as
the case may be, signed in the name of the Company by an Authorized Officer, and
delivered to the Trustee.
 
 “Conversion
Event” means the cessation of use of (i) a Foreign Currency both by the
government of the country or the confederation which issued such Foreign
Currency and for the settlement of transactions by a central bank or other
public institutions of or within the international banking community or (ii) any
currency unit or composite currency for the purposes for which it was
established.
 
 “Corporate
Trust Office” means a corporate trust office of the Trustee at which at any
particular time its corporate trust business shall be administered, which office
at the date of original execution of this Indenture is located at Goodwin
Square, 225 Asylum Street, 23 rd Floor,
Hartford, CT 06103.
 
 “Corporation”
includes corporations and limited liability companies and, except for purposes
of Article 8, associations, companies and business trusts.
 
 “Coupon”
means any interest coupon appertaining to a Bearer Security.
 
 “Currency,”
with respect to any payment, deposit or other transfer in respect of the
principal of or any premium or interest on or any Additional Amounts with
respect to any Security, means Dollars or the Foreign Currency, as the case may
be, in which such payment, deposit or other transfer is required to be made by
or pursuant to the terms hereof or such Security and, with respect to any other
payment, deposit or transfer pursuant to or contemplated by the terms hereof or
such Security, means Dollars.
 
 “CUSIP
number” means the alphanumeric designation assigned to a Security by Standard
& Poor’s Ratings Service, CUSIP Service Bureau.
 
 “Defaulted
Interest” has the meaning specified in Section 3.7.
 
 “Disqualified
Capital Stock” means any Capital Stock of the Company or any Restricted
Subsidiary of the Company which, by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable), or upon the
happening of any event or with the passage of time, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part, on or prior to the
Maturity Date or which is exchangeable or convertible into debt securities of
the Company or any Restricted Subsidiary of the Company, except to the extent
that such exchange or conversion rights cannot be exercised prior to the
Maturity Date.
 
 “Dollars”
or “$” means a dollar or other equivalent unit of legal tender for payment of
public or private debts in the United States of America.
 
 “Event of
Default” has the meaning specified in Section 5.1.
 
 “Foreign
Currency” means any currency, currency unit or composite currency, including,
without limitation, the euro, issued by the government of one or more countries
other than the United States of America or by any recognized confederation or
association of such governments.
 
 
 4
 
 “Government
Obligations” means securities which are (i) direct obligations of the United
States of America or the other government or governments which issued the
Foreign Currency in which the principal of or any premium or interest on such
Security or any Additional Amounts in respect thereof shall be payable, in each
case where the payment or payments thereunder are supported by the full faith
and credit of such government or governments or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America or such other government or governments, in each case
where the timely payment or payments thereunder are unconditionally guaranteed
as a full faith and credit obligation by the United States of America or such
other government or governments, and which, in the case of (i) or (ii), are not
callable or redeemable at the option of the issuer or issuers thereof, and shall
also include a depository receipt issued by a bank or trust company as custodian
with respect to any such Government Obligation or a specific payment of interest
on or principal of or other amount with respect to any such Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
Government Obligation or the specific payment of interest on or principal of or
other amount with respect to the Government Obligation evidenced by such
depository receipt.
 
 “Holder,”
in the case of any Registered Security, means the Person in whose name such
Security is registered in the Security Register and, in the case of any Bearer
Security, means the bearer thereof and, in the case of any Coupon, means the
bearer thereof.
 
 “Indebtedness”
means, without duplication, with respect to any Person,
 
 (a)  all
obligations of such Person
 
 (1)
    in
      respect of borrowed money (whether or not the recourse of the lender is to
      the whole of the assets of such Person or only to a portion
      thereof),
 (2)
    evidenced
      by bonds, new debentures, debentures or similar instruments,
 (3)
    representing
      the balance deferred and unpaid of the purchase price of any property or
      services (other than accounts payable or accrued expenses arising in the
      ordinary course of business),
 (4)
    evidenced
      by bankers’ acceptances or similar instruments issued or accepted by
      banks,
 (5)
    for
      the payment of money relating to a Capitalized Lease Obligation and
      Attributable Indebtedness of such Person, or
 (6)
    evidenced
      by a letter of credit or a reimbursement obligation of such Person with
      respect to any letter of credit;
 
 (b)
    all
      net obligations of such Person in respect of Currency Hedge Obligations
      and Interest Rate Hedging Agreements;
   
 5
 (c)
    all
      liabilities of others of the kind described in the preceding clauses (a)
      or (b) that such Person has guaranteed or that are otherwise its legal
      liability;
 
 (d)
    in
      respect of Indebtedness (as otherwise defined in this definition) of
      another Person secured by a Lien on any asset of such Person, whether or
      not such Indebtedness is assumed by such Person, the amount of such
      obligations being deemed to be the lesser of
 
 (1)
    the
      full amount of such obligations so secured, and
 (2)
    the
      fair market value of such asset, as determined in good faith by the Board
      of Directors of such Person, which determination shall be evidenced by a
      resolution of such Board;
 
 (e)
    with
      respect to such Person, the liquidation preference or any mandatory
      redemption payment obligations in respect of Disqualified Capital Stock;
 
 (f)
    the
      aggregate preference in respect of amounts payable on the issued and
      outstanding shares of preferred stock of any of the Company’s Restricted
      Subsidiaries in the event of any voluntary or involuntary liquidation,
      dissolution or winding up (excluding any such preference attributable to
      such shares of preferred stock that are owned by such Person or any of its
      Restricted Subsidiaries; provided, that if such Person is the Company,
      such exclusion shall be for such preference attributable to such shares of
      preferred stock that are owned by the Company or any of its Restricted
      Subsidiaries); and
 
 (g)
    any
      and all deferrals, renewals, extensions, refinancings and refundings
      (whether direct or indirect) of, or amendments, modifications or
      supplements to, any liability of the kind described in any of the
      preceding clauses (a), (b), (c), (d), (e) or (f) or this clause (g),
      whether or not between or among the same parties.
 
 “Indenture”
means this instrument as it may from time to time be supplemented or amended by
one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and, with respect to any Security, by the terms and
provisions of such Security and any Coupon appertaining thereto established
pursuant to Section 3.1 (as such terms and provisions may be amended pursuant to
the applicable provisions hereof).
 
 “Independent
Public Accountants” means accountants or a firm of accountants that, with
respect to the Company and any other obligor under the Securities or the
Coupons, are independent public accountants within the meaning of the Securities
Act of 1933, as amended, and the rules and regulations promulgated by the
Commission thereunder, who may be the independent public accountants regularly
retained by the Company or who may be other independent public accountants. Such
accountants or firm shall be entitled to rely upon any Opinion of Counsel as to
the interpretation of any legal matters relating to this Indenture or
certificates required to be provided hereunder.
 
 
 6
 
 “Indexed
Security” means a Security the terms of which provide that the principal amount
thereof payable at Stated Maturity may be more or less than the principal face
amount thereof at original issuance.
 
 “Interest,”
with respect to any Original Issue Discount Security which by its terms bears
interest only after Maturity, means interest payable after some period of time,
payable at the end of such period and, when used with respect to a Security
which provides for the payment of Additional Amounts pursuant to Section 10.4,
includes such Additional Amounts.
 
 “Interest
Payment Date,” with respect to any Security, means the Stated Maturity of an
installment of interest on such Security.
 
 “Judgment
Currency” has the meaning specified in Section 1.16.
 
 “Legal
Holidays” has the meaning specified in Section 1.14.
 
 “Lien”
means, with respect to any Person, any mortgage, pledge, lien, encumbrance,
easement, restriction, covenant, right-of-way, charge or adverse claim affecting
title or resulting in an encumbrance against real or personal property of such
Person, or a security interest of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof, any option,
right of first refusal or other similar agreement to sell, in each case securing
obligations of such Person and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction).
 
 “Maturity,”
with respect to any Security, means the date on which the principal of such
Security or an installment of principal becomes due and payable as provided in
or pursuant to this Indenture, whether at the Stated Maturity or by declaration
of acceleration, notice of redemption or repurchase, notice of option to elect
repayment or otherwise, and includes the Redemption Date.
 
 “New York
Banking Day” has the meaning specified in Section 1.16.
 
 “Office”
or “Agency,” with respect to any Securities, means an office or agency of the
Company maintained or designated in a Place of Payment for such Securities
pursuant to Section 10.2 or any other office or agency of the Company maintained
or designated for such Securities pursuant to Section 10.2 or, to the extent
designated or required by Section 10.2 in lieu of such office or agency, the
Corporate Trust Office of the Trustee.
 
 “Officer’s
Certificate” means a certificate signed by an Authorized Officer that complies
with the requirements of Section 314(e) of the Trust Indenture Act and is
delivered to the Trustee.
 
 “Opinion
of Counsel” means a written opinion of counsel, who may be an employee of or
counsel for the Company or other counsel who shall be reasonably acceptable to
the Trustee, that, if required by the Trust Indenture Act, complies with the
requirements of Section 314(e) of the Trust Indenture Act.
 
 
 7
 
 “Original
Issue Discount Security” means a Security issued pursuant to this Indenture
which provides for declaration of an amount less than the principal face amount
thereof to be due and payable upon acceleration pursuant to Section 5.2.
 
 “Outstanding,”
when used with respect to any Securities, means, as of the date of
determination, all such Securities theretofore authenticated and delivered under
this Indenture, except:
 
 (a)
    any
      such Security theretofore cancelled by the Trustee or the Security
      Registrar or delivered to the Trustee or the Security Registrar for
      cancellation;
 
 (b)
    any
      such Security for whose payment at the Maturity thereof money in the
      necessary amount has been theretofore deposited pursuant hereto (other
      than pursuant to Section 4.2) with the Trustee or any Paying Agent (other
      than the Company) in trust or set aside and segregated in trust by the
      Company (if the Company shall act as its own Paying Agent) for the Holders
      of such Securities and any Coupons appertaining thereto, provided that, if
      such Securities are to be redeemed, notice of such redemption has been
      duly given pursuant to this Indenture or provision therefor satisfactory
      to the Trustee has been made;
 
 (c)
    any
      such Security with respect to which the Company has effected defeasance
      pursuant to the terms hereof, except to the extent provided in Section
      4.2;
 
 (d)
    any
      such Security which has been paid pursuant to Section 3.6 or in exchange
      for or in lieu of which other Securities have been authenticated and
      delivered pursuant to this Indenture, unless there shall have been
      presented to the Trustee proof satisfactory to it that such Security is
      held by a bona fide purchaser in whose hands such Security is a valid
      obligation of the Company; and
 
 (e)
    any
      such Security converted or exchanged as contemplated by this Indenture
      into other securities of the Company or securities of another issuer, if
      the terms of such Security provide for such conversion or exchange
      pursuant to Section 3.1;
 
 provided,
however, that in determining whether the Holders of the requisite principal
amount of Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or are present at a meeting of
Holders of Securities for quorum purposes, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes shall
be equal to the amount of the principal thereof that pursuant to the terms of
such Original Issue Discount Security would be declared (or shall have been
declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 5.2 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed Outstanding for such purposes shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and (iii)
the principal amount of a Security denominated in a Foreign Currency shall be
the Dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent on the date of original issuance of such
Security of the amount determined as provided in (i) above) of such Security,
and (iv) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor, shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making any such determination or
relying upon any such request, demand, authorization, direction, notice, consent
or waiver, only Securities which a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded. Securities so owned which shall
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee (A) the pledgee’s right so to act
with respect to such Securities and (B) that the pledgee is not the Company or
any other obligor upon the Securities or any Coupons appertaining thereto or an
Affiliate of the Company or such other obligor.
 
 
 8
 
 “Paying
Agent” means any Person authorized by the Company to pay the principal of, or
any premium or interest on, or any Additional Amounts with respect to, any
Security or any Coupon on behalf of the Company.
 
 “Person”
means any individual, corporation, partnership, joint venture, trust, estate,
unincorporated organization, government or any agency or political subdivision
thereof or other entity.
 
 “Place of
Payment,” with respect to any Security, means the place or places where the
principal of, or any premium or interest on, or any Additional Amounts with
respect to such Security are payable as provided in or pursuant to this
Indenture or such Security.
 
 “Predecessor
Security” of any particular Security means every previous Security evidencing
all or a portion of the same Indebtedness as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated
and delivered under Section 3.6 in exchange for or in lieu of a lost, destroyed,
mutilated or stolen Security or any Security to which a mutilated, destroyed,
lost or stolen Coupon appertains shall be deemed to evidence the same
Indebtedness as the lost, destroyed, mutilated or stolen Security or the
Security to which a mutilated, destroyed, lost or stolen Coupon appertains.
 
 “Preferred
Stock” of any Person means any Capital Stock of any class or classes (however
designated) which is preferred as to the payment of dividends, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over shares of Capital Stock of any other class of
such Person.
 
 “Redemption
Date,” with respect to any Security or portion thereof to be redeemed, means the
date fixed for such redemption by or pursuant to this Indenture or such
Security.
 
 “Redemption
Price,” with respect to any Security or portion thereof to be redeemed, means
the price at which it is to be redeemed as determined by or pursuant to this
Indenture or such Security.
 
 “Registered
Security” means any Security established pursuant to Section 2.1 which is
registered in a Security Register.
 
 
 9
 
 “Regular
Record Date” for the interest payable on any Registered Security on any Interest
Payment Date therefor means the date, if any, specified in or pursuant to this
Indenture or such Security as the “Regular Record Date”.
 
 “Required
Currency” has the meaning specified in Section 1.16.
 
 “Responsible
Officer” means any officer within the corporate trust services division of the
Trustee, including vice president, any assistant vice president, any assistant
secretary, assistant treasurer, any trust officer or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his or her knowledge of and familiarity with the particular subject
and who shall have direct responsibility for the administration of this
Indenture.
 
 “Security”
or “Securities” means any note or notes, bond or bonds, debenture or debentures,
or any other evidences of Indebtedness, as the case may be, authenticated and
delivered under this Indenture; provided, however, that, if at any time there is
more than one Person acting as Trustee under this Indenture, “Securities,” with
respect to any such Person, shall mean Securities authenticated and delivered
under this Indenture, exclusive, however, of Securities of any series as to
which such Person is not Trustee.
 
 “Security
Register” and “Security Registrar” have the respective meanings specified in
Section 3.5.
 
 “Significant
Subsidiary” means a Subsidiary of the Company, including its Subsidiaries, which
meets any of the following conditions (in each case determined in accordance
with generally accepted accounting principles): (i) the Company’s and its other
Subsidiaries’ investment in and advances to the Subsidiary exceed 10 percent of
the total assets of the Company and its Subsidiaries consolidated as of the end
of the most recently completed fiscal year; (ii) the Company’s and its other
Subsidiaries’ proportionate share of the total assets (after intercompany
eliminations) of the Subsidiary exceeds 10 percent of the total assets of the
Company and its Subsidiaries consolidated as of the end of the most recently
completed fiscal year; or (iii) the Company’s and its other Subsidiaries’ equity
interest in the income from continuing operations before income taxes,
extraordinary items and cumulative effect of a change in accounting principles
of the Subsidiary exceed 10 percent of such income of the Company and its
Subsidiaries consolidated for the most recently completed fiscal year. As of the
date hereof, the Company’s Significant Subsidiaries consist of PMA Capital
Insurance Company, Pennsylvania Manufacturers’ Association Insurance Company,
Pennsylvania Manufacturers Indemnity Company and Manufacturers Alliance
Insurance Company.
 
 “Special
Record Date” for the payment of any Defaulted Interest on any Registered
Security means a date fixed by the Company pursuant to Section 3.7.
 
 “Stated
Maturity” means, with respect to any Indebtedness, the date specified in such
Indebtedness as the fixed date on which the final payment of such Indebtedness
is due and payable, including pursuant to any mandatory redemption (but
excluding any provision providing for the repurchase of such Indebtedness at the
option of the holder thereof upon the happening of any contingency unless such
contingency has occurred).
 
 
 10
 
 “Subsidiary”
means any subsidiary of the Company. A “subsidiary” of any Person means:
 
 (1)
    a
      corporation a majority of whose Voting Stock is at the time, directly or
      indirectly, owned by such Person, by one or more subsidiaries of such
      Person or by such Person and one or more subsidiaries of such Person,
 
 (2)
    a
      partnership in which such Person or a subsidiary of such Person is, at the
      date of determination, a general or limited partner of such partnership,
      but only if such Person or its subsidiary is entitled to receive more than
      20 percent of the assets of such partnership upon its dissolution, or
 
 (3)
    any
      other Person (other than a corporation or partnership) which is
      controlled, directly or indirectly, by such Person or in which such
      Person, directly or indirectly, at the date of determination thereof, has
      (x) at least a majority ownership interest or (y) the power to elect or
      direct the election of a majority of the directors or other governing body
      of such Person.
 
 “Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended, and any
reference herein to the Trust Indenture Act or a particular provision thereof
shall mean such Act or provision, as the case may be, as amended or replaced
from time to time or as supplemented from time to time by rules or regulations
adopted by the Commission under or in furtherance of the purposes of such Act or
provision, as the case may be.
 
 “Trustee”
means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such with respect to one
or more series of Securities pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean each Person who is then a Trustee
hereunder; provided, however, that if at any time there is more than one such
Person, “Trustee” shall mean each such Person and as used with respect to the
Securities of any series shall mean the Trustee with respect to the Securities
of such series.
 
 “United
States,” except as otherwise provided in or pursuant to this Indenture or any
Security, means the United States of America (including the states thereof and
the District of Columbia), its territories and possessions and other areas
subject to its jurisdiction.
 
 “U.S.
Depositary” or “Depositary” means, with respect to any Security issuable or
issued in the form of one or more global Securities, the Person designated as
U.S. Depositary or Depositary by the Company in or pursuant to this Indenture,
which Person must be, to the extent required by applicable law or regulation, a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, and, if so provided with respect to any Security, any successor to such
Person. If at any time there is more than one such Person, “U.S. Depositary” or
“Depositary” shall mean, with respect to any Securities, the qualifying entity
which has been appointed with respect to such Securities.
 
 “Vice
President,” when used with respect to the Trustee, means any vice president,
whether or not designated by a number or a word or words added before or after
the title “Vice President”.
 
 
 11
 
 “Voting
Stock” of any Person means any class or classes of Capital Stock which entitle
the holders thereof under ordinary circumstances to elect at least a majority of
the Board of Directors of such Person (irrespective of whether or not, at the
time, stock of any other class or classes shall have, or might have, voting
power by reason of the happening of any contingency).
 
  **Section
      1.2.**
    **Compliance
      Certificates and Opinions.******
 
 Except as
otherwise expressly provided in this Indenture, upon any application or request
by the Company to the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee an Officer’s Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents or any of
them is specifically required by any provision of this Indenture relating to
such particular application or request, the certificate or opinion may be
combined with the certificate or opinion described above in this Section 1.2.
 
 Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:
 
 (1)  a
statement that the Person signing such certificate or opinion has read such
condition or covenant and the definitions herein relating thereto;
 
 (2)  a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based;
 
 (3)  a
statement that, in the opinion of 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 condition or covenant has been complied with; and
 
 (4)  a
statement as to whether, in the opinion of such Person, such condition or
covenant has been complied with.
 
  **Section
      1.3.**
    **Form
      of Documents Delivered to Trustee.******
 
 In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.
 
 Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon an Opinion of Counsel, provided that such
officer, after reasonable inquiry, has no reason to believe and does not believe
that the Opinion of Counsel with respect to the matters upon which his
certificate or opinion is based is erroneous. Any such Opinion of Counsel may be
based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an officer or officers of the Company stating that
the information with respect to such factual matters is in the possession of the
Company, provided that such counsel, after reasonable inquiry, has no reason to
believe and does not believe that the certificate or opinion or representations
with respect to such matters are erroneous.
 
 
 12
 
 Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture or any Security, they may, but need not, be consolidated and form one
instrument.
 
  **Section
      1.4.**
    **Acts
      of Holders.******
 
 (1)  Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by or pursuant to this Indenture to be given or taken by Holders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent duly appointed in
writing. Any request, demand, authorization, direction, notice, consent, waiver
or other action provided in or pursuant to this Indenture to be given or taken
by Holders of Securities of any series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article 15, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee and, where it is hereby expressly required,
to the Company. Such instrument or instruments and any such record (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or instruments or so voting
at any such meeting. Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of a Security, shall
be sufficient for any purpose of this Indenture and (subject to Section 315 of
the Trust Indenture Act) conclusive in favor of the Trustee, the Company and any
agent of the Trustee or the Company, if made in the manner provided in this
Section. The record of any meeting of Holders of Securities shall be proved in
the manner provided in Section 15.6.
 
 Without
limiting the generality of this Section 1.4, unless otherwise provided in or
pursuant to this Indenture, a Holder, including a U.S. Depositary that is a
Holder of a global Security, may make, give or take, by a proxy or proxies duly
appointed in writing, any request, demand, authorization, direction, notice,
consent, waiver or other Act provided in or pursuant to this Indenture to be
made, given or taken by Holders, and a U.S. Depositary that is a Holder of a
global Security may provide its proxy or proxies to the beneficial owners of
interests in any such global Security through such U.S. Depositary’s standing
instructions and customary practices.
 
 The
Company shall fix a record date for the purpose of determining the Persons who
are beneficial owners of interest in any permanent global Security held by a
U.S. Depositary entitled under the procedures of such U.S. Depositary to make,
give or take, by a proxy or proxies duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other Act provided
in or pursuant to this Indenture to be made, given or taken by Holders. If such
a record date is fixed, the Holders on such record date or their duly appointed
proxy or proxies, and only such Persons, shall be entitled to make, give or take
such request, demand, authorization, direction, notice, consent, waiver or other
Act, whether or not such Holders remain Holders after such record date. No such
request, demand, authorization, direction, notice, consent, waiver or other Act
shall be valid or effective if made, given or taken more than 90 days after such
record date.
 
 
 13
 
 (2)  The fact
and date of the execution by any Person of any such instrument or writing
referred to in this Section 1.4 may be proved in any reasonable manner; and the
Trustee may in any instance require further proof with respect to any of the
matters referred to in this Section.
 
 (3)  The
ownership, principal amount and serial numbers of Registered Securities held by
any Person, and the date of the commencement and the date of the termination of
holding the same, shall be proved solely and conclusively by the Security
Register. Where such execution is by a signer acting in a capacity other than
such signer’s individual capacity, such certificate or affidavit shall also
constitute sufficient proof of such signer’s authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.
 
 (4)  The
ownership, principal amount and serial numbers of Bearer Securities held by any
Person, and the date of the commencement and the date of the termination of
holding the same, may be proved by the production of such Bearer Securities or
by a certificate executed, as depositary, by any trust company, bank, banker or
other depositary reasonably acceptable to the Company, wherever situated, if
such certificate shall be deemed by the Company and the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depositary, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or affidavit of the
Person holding such Bearer Securities, if such certificate or affidavit is
deemed by the Trustee to be satisfactory. The Trustee and the Company may assume
that such ownership of any Bearer Security continues until (i) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, or (ii) such Bearer Security is produced to the
Trustee by some other Person, or (iii) such Bearer Security is surrendered in
exchange for a Registered Security, or (iv) such Bearer Security is no longer
Outstanding. The ownership, principal amount and serial numbers of Bearer
Securities held by the Person so executing such instrument or writing and the
date of the commencement and the date of the termination of holding the same may
also be proved in any other manner which the Company and the Trustee deem
sufficient.
 
 (5)  If the
Company shall solicit from the Holders of any Registered Securities any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may at its option (but is not obligated to), by Board Resolution, fix in
advance a record date for the determination of Holders of Registered Securities
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of Registered
Securities of record at the close of business on such record date shall be
deemed to be Holders for the purpose of determining whether Holders of the
requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of such record date; provided that no such authorization, agreement
or consent by the Holders of Registered Securities shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture
not later than six months after the record date.
 
 
 14
 
 (6)  Any
request, demand, authorization, direction, notice, consent, waiver or other Act
by the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done or suffered to be done by the Trustee, any Security Registrar, any
Paying Agent or the Company in reliance thereon, whether or not notation of such
Act is made upon such Security.
 
  **Section
      1.5.**
    **Notices,
      etc. to Trustee and Company.**
 
 Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,
 
 (1)  the
Trustee by any Holder or the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee
at its Corporate Trust Office, or
 
 (2)  the
Company by the Trustee or any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company addressed to the attention of its
Treasurer, with a copy to the attention of its General Counsel, at the address
of its principal office specified in the first paragraph of this instrument or
at any other address previously furnished in writing to the Trustee by the
Company.
 
  **Section
      1.6.**
    **Notice
      to Holders of Securities; Waiver.******
 
 Except as
otherwise expressly provided in or pursuant to this Indenture, where this
Indenture provides for notice to Holders of Securities of any event,
 
 (1)  such
notice shall be sufficiently given to Holders of Registered Securities if in
writing and mailed, first-class postage prepaid, to each Holder of a Registered
Security affected by such event, at his address as it appears in the Security
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice; and
 
 (2)  such
notice shall be sufficiently given to Holders of Bearer Securities, if any, if
published in an Authorized Newspaper in The City of New York and, if such
Securities are then listed on any stock exchange outside the United States, in
an Authorized Newspaper in such city as the Company shall advise the Trustee
that such stock exchange so requires, on a Business Day at least twice, the
first such publication to be not earlier than the earliest date and the second
such publication not later than the latest date prescribed for the giving of
such notice.
 
 In any
case where notice to Holders of Registered Securities is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder of a Registered Security shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the sufficiency
of any notice to Holders of Bearer Securities given as provided herein. Any
notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given or provided. In the case by reason of the
suspension of regular mail service or by reason of any other cause it shall be
impracticable to give such notice by mail, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder.
 
 
 15
 
 In case
by reason of the suspension of publication of any Authorized Newspaper or
Authorized Newspapers or by reason of any other cause it shall be impracticable
to publish any notice to Holders of Bearers Securities as provided above, then
such notification to Holders of Bearer Securities as shall be given with the
approval of the Trustee shall constitute sufficient notice to such Holders for
every purpose hereunder. Neither failure to give notice by publication to
Holders of Bearer Securities as provided above, nor any defect in any notice so
published, shall affect the sufficiency of any notice mailed to Holders of
Registered Securities as provided above.
 
 Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders of Securities shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.
 
  **Section
      1.7.**
    **Language
      of Notices.**
 
 Any
request, demand, authorization, direction, notice, consent, election or waiver
required or permitted under this Indenture shall be in the English language,
except that, if the Company so elects, any published notice may be in an
official language of the country of publication.
 
  **Section
      1.8.**
    **Conflict
      with Trust Indenture Act.******
 
 If any
provision hereof limits, qualifies or conflicts with any duties under any
required provision of the Trust Indenture Act imposed hereon by Section 318(c)
thereof, such required provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that can
be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or excluded, as the case may be.
 
  **Section
      1.9.**
    **Effect
      of Headings and Table of Contents.******
 
 The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.
 
  **Section
      1.10.**
    **Successors
      and Assigns.******
 
 All
covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.
 
 
 16
 
  **Section
      1.11.**
    **Separability
      Clause.******
 
 In case
any provision in this Indenture, any Security or any Coupon shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
 
  **Section
      1.12.**
    **Benefits
      of Indenture.******
 
 Nothing
in this Indenture, any Security or any Coupon, express or implied, shall give to
any Person, other than the parties hereto, any Security Registrar, any Paying
Agent, any Authenticating Agent and their successors hereunder and the Holders
of Securities or Coupons, any benefit or any legal or equitable right, remedy or
claim under this Indenture.
 
  **Section
      1.13.**
    **Governing
      Law.******
 
 This
Indenture, the Securities and any Coupons shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
or instruments entered into and, in each case, performed wholly in said state.
 
  **Section
      1.14.**
    **Legal
      Holidays.******
 
 Unless
otherwise specified in or pursuant to this Indenture or any Securities, in any
case where any Interest Payment Date, Stated Maturity or Maturity of any
Security, or the last date on which a Holder has the right to convert or
exchange Securities of a series that are convertible or exchangeable, shall be a
Legal Holiday at any Place of Payment, then (notwithstanding any other provision
of this Indenture, any Security or any Coupon other than a provision in any
Security or Coupon that specifically states that such provision shall apply in
lieu hereof) payment need not be made at such Place of Payment on such date, and
such Securities need not be converted or exchanged on such date but such payment
may be made, and such Securities may be converted or exchanged, on the next
succeeding day that is a Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date or at the Stated
Maturity or Maturity or on such last day for conversion or exchange, except
that, if such Business Day is in the next succeeding calendar year, such
payment, conversion or exchange, as the case may be, shall be made on the
immediately preceding day that is a Business Day, in each case with the same
force and effect as if made on the Interest Payment Date or at the Stated
Maturity or Maturity or on such last day for conversion or exchange, provided
that no interest shall accrue on the amount payable on such date or at such time
for the period from and after such Interest Payment Date, Stated Maturity,
Maturity or last day for conversion or exchange, as the case may be, to such
next succeeding Business Day.
 
  **Section
      1.15.**
    **Counterparts.**
 
 This
Indenture may be executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.
 
 
 17
 
  **Section
      1.16.**
    **Judgment
      Currency.**
 
 The
Company agrees, to the fullest extent that it may effectively do so under
applicable law, that (a) if for the purpose of obtaining judgment in any court
it is necessary to convert the sum due in respect of the principal of, or
premium or interest, if any, or Additional Amounts on the Securities of any
series (the “Required Currency”) into a currency in which a judgment will be
rendered (the “Judgment Currency”), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the requisite amount of the Required Currency with the
Judgment Currency on the New York Banking Day preceding the day on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with clause (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture. For purposes of the foregoing, “New York Banking
Day” means any day except a Saturday, Sunday or a legal holiday in The City of
New York or a day on which banking institutions in The City of New York are
authorized or obligated by law, regulation or executive order to be closed.
 
  **Section
1.17.**  **Security
Interest Created in Supplemental Indenture; Release of Security
Interest.**
 
 If so
provided in a supplemental indenture for any security, the terms of such
supplemental indenture shall set forth the terms of any security interest under
the Uniform Commercial Code or similar legislation, as now or hereafter enacted
and in effect in any jurisdiction where the Company or its Subsidiaries are
located, or the property of the Company or its Subsidiaries is or may be
located, as applicable, to be granted to the holders of the Securities or to the
Trustee or another representative on their behalf. If a security interest is
created under a supplemental indenture, the supplemental indenture shall also
set forth the terms under which the security interest will be released.
 
 If the
security interest is to be released, the Company shall furnish to the Trustee a
certificate or opinion of an engineer, appraiser, or other expert as to the fair
value of any property or securities to be released from the lien of the
supplemental indenture. The certificate or opinion shall state that in the
opinion of the person making the same, the proposed release will not impair the
security under such indenture in contravention of the provisions thereof, and
requiring further that such certificate or opinion shall be made by an
independent engineer, appraiser, or other expert, if the fair value of such
property or securities and of other property or securities released since the
commencement of the then current calendar year, as set forth in the certificates
or opinions required by Section 314(d)(1) of the Trust Indenture Act, is 10 per
centum or more of the aggregate principal amount of the secured indenture
Securities at the time outstanding. However, such a certificate or opinion of an
independent engineer, appraiser, or other expert shall not be required in the
case of any release of property or securities, if the fair value thereof as set
forth in the certificate or opinion is less than $25,000 or less than one per
centum of the aggregate principal amount of the secured indenture Securities at
the time outstanding.
 
 
 18
 
 
  **Section
      1.18.**
    **Limitation
      on Individual Liability.******
 
 No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture or in any Security, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Company, either directly or
through the Company, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations issued hereunder
are solely corporate obligations, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators, shareholders,
officers or directors, as such, of the Company, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any
Security or implied therefrom; and that any and all such personal liability of
every name and nature, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, shareholder, officer or director, as such, because of the creation
of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any Security or
implied therefrom, are hereby expressly waived and released as a condition of,
and as a consideration for, the execution of this Indenture and the issuance of
such Security.
 
  **Section
      1.19.**
    **Submission
      to Jurisdiction.******
 
 The
Company agrees that any judicial proceedings instituted in relation to any
matter arising under this Indenture, the Securities or any Coupons appertaining
thereto may be brought in any United States Federal or New York State court
sitting in the Borough of Manhattan, The City of New York, New York to the
extent that such court has subject matter jurisdiction over the controversy,
and, by execution and delivery of this Indenture, the Company hereby irrevocably
accepts, generally and unconditionally, the jurisdiction of the aforesaid
courts, acknowledges their competence and irrevocably agrees to be bound by any
judgment rendered in such proceeding. The Company also irrevocably and
unconditionally waives for the benefit of the Trustee and the Holders of the
Securities and Coupons any immunity from jurisdiction and any immunity from
legal process (whether through service or notice, attachment prior to judgment,
attachment in the aid of execution, execution or otherwise) in respect of this
Indenture. The Company hereby irrevocably designates and appoints for the
benefit of the Trustee and the Holders of the Securities and Coupons for the
term of this Indenture CT Corporation System, 111 Eighth Avenue, New York, New
York 10011, as its agent to receive on its behalf service of all process (with a
copy of all such service of process to be delivered to Robert L. Pratter, Esq.,
Senior Vice President, General Counsel and Secretary, PMA Capital Corporation,
380 Sentry Parkway, Blue Bell, Pennsylvania 19422) brought against it with
respect to any such proceeding in any such court in The City of New York, such
service being hereby acknowledged by the Company to be effective and binding
service on it in every respect whether or not the Company shall then be doing or
shall have at any time done business in New York. Such appointment shall be
irrevocable so long as any of the Securities or Coupons or the obligations of
the Company hereunder remain outstanding until the appointment of a successor by
the Company and such successor’s acceptance of such appointment. Upon such
acceptance, the Company shall notify the Trustee of the name and address of such
successor. The Company further agrees for the benefit of the Trustee and the
Holders of the Securities and the Coupons to take any and all action, including
the execution and filing of any and all such documents and instruments, as may
be necessary to continue such designation and appointment of CT Corporation
System in full force and effect so long as any of the Securities or Coupons or
the obligations of the Company hereunder shall be outstanding. The Trustee shall
not be obligated and shall have no responsibility with respect to any failure by
the Company to take any such action. Nothing herein shall affect the right to
serve process in any other manner permitted by any law or limit the right of the
Trustee or any Holder to institute proceedings against the Company in the courts
of any other jurisdiction or jurisdictions.
 
 
 19
  **ARTICLE
2**
 **SECURITIES
FORMS**
 
  **Section
      2.1.**
    **Forms
      Generally.**
 
 Each
Registered Security, Bearer Security, Coupon and temporary or permanent global
Security issued pursuant to this Indenture shall be in the form established by
or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, shall have such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by or pursuant to this Indenture
or any indenture supplemental hereto and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Security or
Coupon as evidenced by their execution of such Security or Coupon.
 
 Unless
otherwise provided in or pursuant to this Indenture or any Securities, the
Securities shall be issuable in registered form without Coupons and shall not be
issuable upon the exercise of warrants.
 
 Definitive
Securities and definitive Coupons shall be printed, lithographed or engraved or
produced by any combination of these methods on a steel engraved border or steel
engraved borders or may be produced in any other manner, all as determined by
the officers of the Company executing such Securities or Coupons, as evidenced
by their execution of such Securities or Coupons.
 
  **Section
      2.2.**
    **Form
      of Trustee’s Certificate of
Authentication.**
 
 Subject
to Section 6.12, the Trustee’s certificate of authentication shall be in
substantially the following form:
 
 
 20
 
 This is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.
 
 US. BANK
NATIONAL ASSOCIATION, as Trustee
 
 
 
 By:
 Authorized
Signatory
 
 
 **Section
      2.3.**
    **Securities
      in Global Form.**
 
 Unless
otherwise provided in or pursuant to this Indenture or any Securities, the
Securities shall not be issuable in temporary or permanent global form. If
Securities of a series shall be issuable in global form, any such Security may
provide that it or any number of such Securities shall represent the aggregate
amount of all Outstanding Securities of such series (or such lesser amount as is
permitted by the terms thereof) from time to time endorsed thereon and may also
provide that the aggregate amount of Outstanding Securities represented thereby
may from time to time be increased or reduced to reflect exchanges. Any
endorsement of any Security in global form to reflect the amount, or any
increase or decrease in the amount, or changes in the rights of Holders, of
Outstanding Securities represented thereby shall be made in such manner and by
such Person or Persons as shall be specified therein or in the Company Order to
be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto.
Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the
Trustee shall deliver and redeliver, in each case at the Company’s expense, any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified therein or in the applicable Company Order. If a
Company Order pursuant to Section 3.3 or Section 3.4 has been, or simultaneously
is, delivered, any instructions by the Company with respect to a Security in
global form shall be in writing but need not be accompanied by or contained in
an Officer’s Certificate and need not be accompanied by an Opinion of Counsel.
 
 Notwithstanding
the provisions of Section 3.7, unless otherwise specified in or pursuant to this
Indenture or any Securities, payment of principal of, any premium and interest
on, and any Additional Amounts in respect of, any Security in temporary or
permanent global form shall be made to the Person or Persons specified therein.
 
 Notwithstanding
the provisions of Section 3.8 and except as provided in the preceding paragraph,
the Company, the Trustee and any agent of the Company or the Trustee shall treat
as the Holder of such principal amount of Outstanding Securities represented by
a global Security (i) in the case of a global Security in registered form, the
Holder of such global Security in registered form, or (ii) in the case of a
global Security in bearer form, the Person or Persons specified pursuant to
Section 3.1.
 
 
 21
  ****
 **ARTICLE
3**
 **THE
SECURITIES**
   **Section
      3.1.**
    **Amount
      Limited; Issuable in Series.**
 
 The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is $101,250,000. The Securities may be issued in
one or more series.
 
 With
respect to any Securities to be authenticated and delivered hereunder, there
shall be established in or pursuant to a Board Resolution and set forth in an
Officer’s Certificate, or established in one or more indentures supplemental
hereto,
 
 (1)  the title
of such Securities and the series in which such Securities shall be included;
 
 (2)  any limit
upon the aggregate principal amount of the Securities of such title or the
Securities of such series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of such
series pursuant to Section 3.4, Section 3.5, Section 3.6, Section 9.5 or Section
11.7, upon repayment in part of any Registered Security of such series pursuant
to Article 13, upon surrender in part of any Registered Security for conversion
into other securities of the Company or exchange for securities of another
issuer pursuant to its terms, or pursuant to or as contemplated by the terms of
such Securities);
 
 (3)  if such
Securities are to be issuable as Registered Securities, as Bearer Securities or
alternatively as Bearer Securities and Registered Securities, and whether the
Bearer Securities are to be issuable with Coupons, without Coupons or both, and
any restrictions applicable to the offer, sale or delivery of the Bearer
Securities and the terms, if any, upon which Bearer Securities may be exchanged
for Registered Securities and vice versa;
 
 (4)  if any of
such Securities are to be issuable in global form, when any of such Securities
are to be issuable in global form and (i) whether such Securities are to be
issued in temporary or permanent global form or both, (ii) whether beneficial
owners of interests in any such global Security may exchange such interests for
Securities of the same series and of like tenor and of any authorized form and
denomination, and the circumstances under which any such exchanges may occur, if
other than in the manner specified in Section 3.5, and (iii) the name of the
Depositary or the U.S. Depositary, as the case may be, with respect to any such
global Security;
 
 (5)  if any of
such Securities are to be issuable as Bearer Securities or in global form, the
date as of which any such Bearer Security or global Security shall be dated (if
other than the date of original issuance of the first of such Securities to be
issued);
 
 (6)  if any of
such Securities are to be issuable as Bearer Securities, whether interest in
respect of any portion of a temporary Bearer Security in global form payable in
respect of an Interest Payment Date therefor prior to the exchange, if any, of
such temporary Bearer Security for definitive Securities shall be paid to any
clearing organization with respect to the portion of such temporary Bearer
Security held for its account and, in such event, the terms and conditions
(including any certification requirements) upon which any such interest payment
received by a clearing organization will be credited to the Persons entitled to
interest payable on such Interest Payment Date;
 
 
 22
 
 (7)  the date
or dates, or the method or methods, if any, by which such date or dates shall be
determined, on which the principal of such Securities is payable;
 
 (8)  the rate
or rates at which such Securities shall bear interest, if any, or the method or
methods, if any, by which such rate or rates are to be determined, the date or
dates, if any, from which such interest shall accrue or the method or methods,
if any, by which such date or dates are to be determined, the Interest Payment
Dates, if any, on which such interest shall be payable and the Regular Record
Date, if any, for the interest payable on Registered Securities on any Interest
Payment Date, whether and under what circumstances Additional Amounts on such
Securities or any of them shall be payable, the notice, if any, to Holders
regarding the determination of interest on a floating rate Security and the
manner of giving such notice, and the basis upon which interest shall be
calculated if other than that of a 360-day year of twelve 30-day months;
 
 (9)  if in
addition to or other than the Borough of Manhattan, The City of New York, the
place or places where the principal of, any premium and interest on or any
Additional Amounts with respect to such Securities shall be payable, any of such
Securities that are Registered Securities may be surrendered for registration of
transfer or exchange, any of such Securities may be surrendered for conversion
or exchange and notices or demands to or upon the Company in respect of such
Securities and this Indenture may be served, the extent to which, or the manner
in which, any interest payment or Additional Amounts on a global Security on an
Interest Payment Date, will be paid and the manner in which any principal of or
premium, if any, on any global Security will be paid;
 
 (10)  whether
any of such Securities are to be redeemable at the option of the Company and, if
so, the date or dates on which, the period or periods within which, the price or
prices at which and the other terms and conditions upon which such Securities
may be redeemed, in whole or in part, at the option of the Company;
 
 (11)  whether
the Company is obligated to redeem or purchase any of such Securities pursuant
to any sinking fund or analogous provision or at the option of any Holder
thereof and, if so, the date or dates on which, the period or periods within
which, the price or prices at which and the other terms and conditions upon
which such Securities shall be redeemed or purchased, in whole or in part,
pursuant to such obligation, and any provisions for the remarketing of such
Securities so redeemed or purchased;
 
 (12)  the
denominations in which any of such Securities that are Registered Securities
shall be issuable if other than denominations of $1,000 and any integral
multiple thereof, and the denominations in which any of such Securities that are
Bearer Securities shall be issuable if other than the denomination of $5,000;
 
 (13)  whether
the Securities of the series will be convertible into cash or shares of Common
Stock of the Company (or a combination of both) and/or exchangeable for other
securities, whether or not issued by the Company, and, if so, the terms and
conditions upon which such Securities will be so convertible or exchangeable,
and any deletions from or modifications or additions to this Indenture to permit
or to facilitate the issuance of such convertible or exchangeable Securities or
the administration thereof;
 
 
 23
 
 (14)  if other
than the principal amount thereof, the portion of the principal amount of any of
such Securities that shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 5.2 or the method by which such portion is
to be determined;
 
 (15)  if other
than Dollars, the Foreign Currency in which payment of the principal of, any
premium or interest on or any Additional Amounts with respect to any of such
Securities shall be payable;
 
 (16)  if the
principal of, any premium or interest on or any Additional Amounts with respect
to any of such Securities are to be payable, at the election of the Company or a
Holder thereof or otherwise, in Dollars or in a Foreign Currency other than that
in which such Securities are stated to be payable, the date or dates on which,
the period or periods within which, and the other terms and conditions upon
which, such election may be made, and the time and manner of determining the
exchange rate between the Currency in which such Securities are stated to be
payable and the Currency in which such Securities or any of them are to be paid
pursuant to such election, and any deletions from or modifications of or
additions to the terms of this Indenture to provide for or to facilitate the
issuance of Securities denominated or payable, at the election of the Company or
a Holder thereof or otherwise, in a Foreign Currency;
 
 (17)  whether
the amount of payments of principal of, any premium or interest on or any
Additional Amounts with respect to such Securities may be determined with
reference to an index, formula or other method or methods (which index, formula
or method or methods may be based, without limitation, on one or more
Currencies, commodities, equity securities, equity indices or other indices),
and, if so, the terms and conditions upon which and the manner in which such
amounts shall be determined and paid or payable;
 
 (18)  any
deletions from, modifications of or additions to the Events of Default or
covenants of the Company with respect to any of such Securities, whether or not
such Events of Default or covenants are consistent with the Events of Default or
covenants set forth herein;
 
 (19)  whether
either or both of Section 4.2(2) relating to defeasance or Section 4.2(3)
relating to covenant defeasance shall not be applicable to the Securities of
such series, or any covenants in addition to those specified in Section 4.2(3)
relating to the Securities of such series which shall be subject to covenant
defeasance, and any deletions from, or modifications or additions to, the
provisions of Article 4 in respect of the Securities of such series;
 
 (20)  whether
any of such Securities are to be issuable upon the exercise of warrants, and the
time, manner and place for such Securities to be authenticated and delivered;
 
 (21)  if any of
such Securities are to be issuable in global form and are to be issuable in
definitive form (whether upon original issue or upon exchange of a temporary
Security) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, then the form and terms of such certificates,
documents or conditions;
 
 
 24
 
 (22)  if there
is more than one Trustee, the identity of the Trustee and, if not the Trustee,
the identity of each Security Registrar, Paying Agent or Authenticating Agent
with respect to such Securities; and
 
 (23)  any other
terms of such Securities and any other deletions from or modifications or
additions to this Indenture in respect of such Securities.
 
 All
Securities of any one series and all Coupons, if any, appertaining to Bearer
Securities of such series shall be substantially identical except as to Currency
of payments due thereunder, denomination and the rate of interest thereon, or
method of determining the rate of interest, if any, Maturity, and the date from
which interest, if any, shall accrue and except as may otherwise be provided by
the Company in or pursuant to the Board Resolution and set forth in the
Officer’s Certificate or in any indenture or indentures supplemental hereto
pertaining to such series of Securities. The terms of the Securities of any
series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time
upon written order of persons designated in the Officer’s Certificate or
supplemental indenture and that such persons are authorized to determine,
consistent with such Officer’s Certificate or any applicable supplemental
indenture, such terms and conditions of the Securities of such series as are
specified in such Officer’s Certificate or supplemental indenture. All
Securities of any one series need not be issued at the same time and, unless
otherwise so provided, a series may be reopened for issuances of additional
Securities of such series or to establish additional terms of such series of
Securities.
 
 If any of
the terms of the Securities of any series shall be established by action taken
by or pursuant to a Board Resolution, the Board Resolution shall be delivered to
the Trustee at or prior to the delivery of the Officer’s Certificate setting
forth the terms of such series.
 
  **Section
      3.2.**
    **Currency;
      Denominations.**
 
 Unless
otherwise provided in or pursuant to this Indenture, the principal of, any
premium and interest on and any Additional Amounts with respect to the
Securities shall be payable in Dollars. Unless otherwise provided in or pursuant
to this Indenture, Registered Securities denominated in Dollars shall be
issuable in registered form without Coupons in denominations of $1,000 and any
integral multiple thereof, and the Bearer Securities denominated in Dollars
shall be issuable in the denomination of $5,000. Securities not denominated in
Dollars shall be issuable in such denominations as are established with respect
to such Securities in or pursuant to this Indenture.
 
  **Section
      3.3.**
    **Execution,
      Authentication, Delivery and Dating.******
 
 Securities
shall be executed on behalf of the Company by an Authorized Officer under its
corporate seal reproduced thereon and attested by its Secretary. Coupons shall
be executed on behalf of the Company by the Chief Financial Officer or Chief
Accounting Officer of the Company. The signature of any of these officers on the
Securities or any Coupons appertaining thereto may be manual or facsimile.
 
 Securities
and any Coupons appertaining thereto bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of the Company shall
bind the Company, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Securities and Coupons or did not hold such offices at the date of original
issuance of such Securities or Coupons.
 
 
 25
 
 At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities, together with any Coupons appertaining
thereto, executed by the Company, to the Trustee for authentication and,
provided that the Board Resolution and Officer’s Certificate or supplemental
indenture or indentures with respect to such Securities referred to in Section
3.1 and a Company Order for the authentication and delivery of such Securities
have been delivered to the Trustee, the Trustee in accordance with the Company
Order and subject to the provisions hereof and of such Securities shall
authenticate and deliver such Securities. In authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities and any Coupons appertaining thereto, the Trustee shall be
entitled to receive, and (subject to Section 6.1 hereof) shall be fully
protected in relying upon,
 
 (1)  A copy of
the resolution or resolutions of the Board of Directors in or pursuant to which
the terms and form of the Securities were established, certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect as of the date of such
certificate, and if the terms and form of such Securities are established by an
Officers’ Certificate pursuant to general authorization of the Board of
Directors, such Officers’ Certificate;
 
 (2)  an
executed supplemental indenture, if any;
 
 (3)  an
Opinion of Counsel to the effect that:
 
 (a)  the form
or forms and terms of such Securities and Coupons, if any, have been established
in conformity with the provisions of this Indenture;
 
 (b)  all
conditions precedent to the authentication and delivery of such Securities and
Coupons, if any, appertaining thereto, have been complied with and that such
Securities and Coupons, when completed by appropriate insertions, executed under
the Company’s corporate seal and attested by duly authorized officers of the
Company, delivered by duly authorized officers of the Company to the Trustee for
authentication pursuant to this Indenture, and authenticated and delivered by
the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute legally valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as enforcement thereof may be subject to or
limited by bankruptcy, insolvency, reorganization, moratorium, arrangement,
fraudulent conveyance, fraudulent transfer or other similar laws relating to or
affecting creditors’ rights generally, and subject to general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or
at law) and will entitle the Holders thereof to the benefits of this Indenture;
such Opinion of Counsel need express no opinion as to the availability of
equitable remedies;
 
 
 26
 
 (c)  all laws
and requirements in respect of the execution and delivery by the Company of such
Securities and Coupons, if any, have been complied with; and
 
 (d)  this
Indenture has been qualified under the Trust Indenture Act; and
 
 (4)  an
Officer’s Certificate delivered in accordance with Section 1.2 stating that all
conditions precedent to the execution, authentication and delivery of such
Securities and Coupons, if any, appertaining thereto, have been complied with
and that, to the best knowledge of the Persons executing such certificate, no
event which is, or after notice or lapse of time would become, an Event of
Default with respect to any of the Securities shall have occurred and be
continuing.
 
 If all
the Securities of any series are not to be issued at one time, it shall not be
necessary to deliver an Opinion of Counsel and an Officer’s Certificate at the
time of issuance of each Security, but such opinion and certificate, with
appropriate modifications, shall be delivered at or before the time of issuance
of the first Security of such series. After any such first delivery, any
separate written request by an Authorized Officer of the Company or any person
designated in writing by an Authorized Officer that the Trustee authenticate and
deliver Securities of such series for original issue will be deemed to be a
certification by the Company that all conditions precedent provided for in this
Indenture relating to authentication and delivery of such Securities continue to
have been complied with.
 
 The
Trustee shall not be required to authenticate or to cause an Authenticating
Agent to authenticate any Securities if the issue of such Securities pursuant to
this Indenture will affect the Trustee’s own rights, duties or immunities under
the Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee or if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken.
 
 Each
Registered Security shall be dated the date of its authentication. Each Bearer
Security and any Bearer Security in global form shall be dated as of the date
specified in or pursuant to this Indenture.
 
 No
Security or Coupon appertaining thereto shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose, unless there appears
on such Security a certificate of authentication substantially in the form
provided for in Section 2.2 or Section 6.12 executed by or on behalf of the
Trustee or by the Authenticating Agent by the manual signature of one of its
authorized officers. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 3.5 or Section 3.6, the
Trustee shall not authenticate and deliver any Bearer Security unless all
Coupons appertaining thereto then matured have been detached and cancelled.
 
  **Section
      3.4.**
    **Temporary
      Securities.******
 
 Pending
the preparation of definitive Securities, the Company may execute and deliver to
the Trustee and, upon Company Order, the Trustee shall authenticate and deliver,
in the manner provided in Section 3.3, temporary Securities in lieu thereof
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, in registered form or,
if authorized in or pursuant to this Indenture, in bearer form with one or more
Coupons or without Coupons and with such appropriate insertions, omissions,
substitutions and other variations as the officers of the Company executing such
Securities may determine, as conclusively evidenced by their execution of such
Securities. Such temporary Securities may be in global form.
 
 
 27
 
 Except in
the case of temporary Securities in global form, which shall be exchanged in
accordance with the provisions thereof, if temporary Securities are issued, the
Company shall cause definitive Securities to be prepared without unreasonable
delay. After the preparation of definitive Securities of the same series and
containing terms and provisions that are identical to those of any temporary
Securities, such temporary Securities shall be exchangeable for such definitive
Securities upon surrender of such temporary Securities at an Office or Agency
for such Securities, without charge to any Holder thereof. Upon surrender for
cancellation of any one or more temporary Securities (accompanied by any
unmatured Coupons appertaining thereto), the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of authorized denominations of the same series
and containing identical terms and provisions; provided, however, that no
definitive Bearer Security, except as provided in or pursuant to this Indenture,
shall be delivered in exchange for a temporary Registered Security; and
provided, further, that a definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security only in compliance with the conditions
set forth in or pursuant to this Indenture. Unless otherwise provided in or
pursuant to this Indenture with respect to a temporary global Security, until so
exchanged the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series.
 
  **Section
      3.5.**
    **Registration,
      Transfer and Exchange.******
 
 With
respect to the Registered Securities of each series, if any, the Company shall
cause to be kept a register (each such register being herein sometimes referred
to as the “Security Register”) at an Office or Agency for such series in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of the Registered Securities of such series and of
transfers of the Registered Securities of such series. Such Office or Agency
shall be the “Security Registrar” for that series of Securities. Unless
otherwise specified in or pursuant to this Indenture or the Securities, the
Trustee shall be the initial Security Registrar for each series of Securities.
The Company shall have the right to remove and replace from time to time the
Security Registrar for any series of Securities; provided that no such removal
or replacement shall be effective until a successor Security Registrar with
respect to such series of Securities shall have been appointed by the Company
and shall have accepted such appointment by the Company. In the event that the
Trustee shall not be or shall cease to be Security Registrar with respect to a
series of Securities, it shall have the right to examine the Security Register
for such series at all reasonable times. There shall be only one Security
Register for each series of Securities.
 
 Upon
surrender for registration of transfer of any Registered Security of any series
at any Office or Agency for such series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Registered Securities of the same series
denominated as authorized in or pursuant to this Indenture, of a like aggregate
principal amount bearing a number not contemporaneously outstanding and
containing identical terms and provisions.
 
 
 28
 
 At the
option of the Holder, Registered Securities of any series may be exchanged for
other Registered Securities of the same series containing identical terms and
provisions, in any authorized denominations, and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at any Office or Agency
for such series. Whenever any Registered Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities which the Holder making the exchange is
entitled to receive.
 
 If
provided in or pursuant to this Indenture, with respect to Securities of any
series, at the option of the Holder, Bearer Securities of such series may be
exchanged for Registered Securities of such series containing identical terms,
denominated as authorized in or pursuant to this Indenture and in the same
aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any Office or Agency for such series, with all unmatured Coupons
and all matured Coupons in default thereto appertaining. If the Holder of a
Bearer Security is unable to produce any such unmatured Coupon or Coupons or
matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Bearer Security shall surrender to any Paying
Agent any such missing Coupon in respect of which such a payment shall have been
made, such Holder shall be entitled to receive the amount of such payment;
provided, however, that, except as otherwise provided in Section 10.2, interest
represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an Office or Agency for such series located outside the United
States.
 
 Notwithstanding
the foregoing, in case a Bearer Security of any series is surrendered at any
such Office or Agency for such series in exchange for a Registered Security of
such series and like tenor after the close of business at such Office or Agency
on (i) any Regular Record Date and before the opening of business at such Office
or Agency on the next succeeding Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such Office or Agency on the
related date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the Coupon relating to such Interest Payment Date or
proposed date of payment, as the case may be (or, if such Coupon is so
surrendered with such Bearer Security, such Coupon shall be returned to the
Person so surrendering the Bearer Security), and interest or Defaulted Interest,
as the case may be, shall not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but shall be payable only
to the Holder of such Coupon when due in accordance with the provisions of this
Indenture.
 
 If
provided in or pursuant to this Indenture with respect to Securities of any
series, at the option of the Holder, Registered Securities of such series may be
exchanged for Bearer Securities upon such terms and conditions as may be
provided in or pursuant to this Indenture with respect to such series.
 
 
 29
 
 Whenever
any Securities are surrendered for exchange as contemplated by the immediately
preceding four paragraphs, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.
 
 Notwithstanding
the foregoing, except as otherwise provided in or pursuant to this Indenture,
any global Security shall be exchangeable for definitive Securities only if (i)
the Depositary is at any time unwilling, unable or ineligible to continue as
Depositary and a successor Depositary is not appointed by the Company within 90
days of the date the Company is so informed in writing, (ii) the Company
executes and delivers to the Trustee a Company Order to the effect that such
global Security shall be so exchangeable, or (iii) an Event of Default has
occurred and is continuing with respect to the Securities of such series. If the
beneficial owners of interests in a global Security are entitled to exchange
such interests for definitive Securities as the result of an event described in
clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary
delay but in any event not later than the earliest date on which such interests
may be so exchanged, the Company shall deliver to the Trustee definitive
Securities of such series in such form and denominations as are required by or
pursuant to this Indenture, and of the same series, containing identical terms
and in aggregate principal amount equal to the principal amount of such global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such global Security shall be surrendered from
time to time by the U.S. Depositary or such other Depositary as shall be
specified in the Company Order with respect thereto, and in accordance with
instructions given to the Trustee and the U.S. Depositary or such other
Depositary, as the case may be (which instructions shall be in writing), as
shall be specified in the Company Order with respect thereto to the Trustee, as
the Company’s agent for such purpose, to be exchanged, in whole or in part, for
definitive Securities as described above without charge. The Trustee shall
authenticate and make available for delivery, in exchange for each portion of
such surrendered global Security, a like aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor as the portion of such global Security to be exchanged, which (unless such
Securities are not issuable both as Bearer Securities and as Registered
Securities, in which case the definitive Securities exchanged for the global
Security shall be issuable only in the form in which the Securities are
issuable, as provided in or pursuant to this Indenture) shall be in the form of
Bearer Securities or Registered Securities, or any combination thereof, as shall
be specified by the beneficial owner thereof, but subject to the satisfaction of
any certification or other requirements to the issuance of Bearer Securities;
provided, however, that no such exchanges may occur during a period beginning at
the opening of business 15 days before any selection of Securities of the same
series to be redeemed and ending on the relevant Redemption Date; and provided,
further, that (unless otherwise provided in or pursuant to this Indenture) no
Bearer Security delivered in exchange for a portion of a global Security shall
be mailed or otherwise delivered to any location in the United States. Promptly
following any such exchange in part, such global Security shall be returned by
the Trustee to such Depositary or the U.S. Depositary, as the case may be, or
such other Depositary or U.S. Depositary referred to above in accordance with
the instructions of the Company referred to above. If a Registered Security is
issued in exchange for any portion of a global Security after the close of
business at the Office or Agency for such Security where such exchange occurs on
or after (i) any Regular Record Date for such Security and before the opening of
business at such Office or Agency on the next succeeding Interest Payment Date,
or (ii) any Special Record Date for such Security and before the opening of
business at such Office or Agency on the related proposed date for payment of
interest or Defaulted Interest, as the case may be, interest shall not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of such Registered Security, but shall be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only to
the Person to whom interest in respect of such portion of such global Security
shall be payable in accordance with the provisions of this Indenture.
 
 
 30
 
 All
Securities issued upon any registration of transfer or exchange of Securities
shall be the valid obligations of the Company evidencing the same debt and
entitling the Holders thereof to the same benefits under this Indenture as the
Securities surrendered upon such registration of transfer or exchange. Every
Registered Security presented or surrendered for registration of transfer or for
exchange or redemption shall (if so required by the Company or the Security
Registrar for such Security) be duly endorsed, or be accompanied by a written
instrument of transfer in form reasonably satisfactory to the Company and the
Security Registrar for such Security duly executed by the Holder thereof or his
attorney duly authorized in writing.
 
 No
service charge shall be made for any registration of transfer or exchange, or
redemption of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge and any other expenses
(including fees and expenses of the Trustee) that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.4, Section 9.5 or Section 11.7 not involving any
transfer.
 
 Except as
otherwise provided in or pursuant to this Indenture, the Company shall not be
required (i) to issue, register the transfer of or exchange any Securities
during a period beginning at the opening of business 15 days before the day of
mailing of a notice of redemption of Securities of like tenor and the same
series under Section 11.3 and ending at the close of business on the day of such
mailing, or (ii) to register the transfer of or exchange any Registered Security
selected for redemption in whole or in part, except in the case of any Security
to be redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security selected for redemption except, to the extent
provided with respect to such Bearer Security, that such Bearer Security may be
exchanged for a Registered Security of like tenor and the same series, provided
that such Registered Security shall be immediately surrendered for redemption
with written instruction for payment consistent with the provisions of this
Indenture or (iv) to issue, register the transfer of or exchange any Security
which, in accordance with its terms, has been surrendered for repayment at the
option of the Holder, except the portion, if any, of such Security not to be so
repaid.
 
  **Section
      3.6.**
    **Mutilated,
      Destroyed, Lost and Stolen Securities.******
 
 If any
mutilated Security or a Security with a mutilated Coupon appertaining to it is
surrendered to the Trustee, subject to the provisions of this Section 3.6, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series containing identical terms and of
like principal amount and bearing a number not contemporaneously outstanding,
with Coupons appertaining thereto corresponding to the Coupons, if any,
appertaining to the surrendered Security.
 
 
 31
 
 If there
be delivered to the Company and the Trustee (i) evidence to their satisfaction
of the destruction, loss or theft of any Security or Coupon, and (ii) such
security or indemnity as may be reasonably required by them to save each of them
and any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security or Coupon has been acquired by a bona
fide purchaser, the Company shall execute and, upon the Company’s request the
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Security or in exchange for the Security to
which a destroyed, lost or stolen Coupon appertains with all appurtenant Coupons
not destroyed, lost or stolen, a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to such destroyed, lost or stolen Security
or to the Security to which such destroyed, lost or stolen Coupon appertains.
 
 Notwithstanding
the foregoing provisions of this Section 3.6, in case any mutilated, destroyed,
lost or stolen Security or Coupon has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security,
pay such Security or Coupon; provided, however, that payment of principal of,
any premium or interest on or any Additional Amounts with respect to any Bearer
Securities shall, except as otherwise provided in Section 10.2, be payable only
at an Office or Agency for such Securities located outside the United States
and, unless otherwise provided in or pursuant to this Indenture, any interest on
Bearer Securities and any Additional Amounts with respect to such interest shall
be payable only upon presentation and surrender of the Coupons appertaining
thereto.
 
 Upon the
issuance of any new Security under this Section 3.6, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the
reasonable fees and expenses of the Trustee) connected therewith.
 
 Every new
Security, with any Coupons appertaining thereto issued pursuant to this Section
3.6 in lieu of any destroyed, lost or stolen Security, or in exchange for a
Security to which a destroyed, lost or stolen Coupon appertains shall constitute
a separate obligation of the Company, whether or not the destroyed, lost or
stolen Security and Coupons appertaining thereto or the destroyed, lost or
stolen Coupon shall be at any time enforceable by anyone, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and
all other Securities of such series and any Coupons, if any, duly issued
hereunder.
 
 The
provisions of this Section 3.6, as amended or supplemented pursuant to this
Indenture with respect to particular Securities or generally, shall be exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities or Coupons.
 
  **Section
      3.7.**
    **Payment
      of Interest and Certain Additional Amounts; Rights to Interest and Certain
      Additional Amounts Preserved.******
 
 Unless
otherwise provided in or pursuant to this Indenture, any interest on and any
Additional Amounts with respect to any Registered Security which shall be
payable, and are punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name such Security (or one or more
Predecessor Securities) is registered as of the close of business on the Regular
Record Date for such interest.
 
 
 32
 
 Unless
otherwise provided in or pursuant to this Indenture, any interest on and any
Additional Amounts with respect to any Registered Security which shall be
payable, but shall not be punctually paid or duly provided for, on any Interest
Payment Date for such Registered Security (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the Holder thereof on the relevant
Regular Record Date by virtue of having been such Holder; and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in Clause (1) or (2) below:
 
 (1)  The
Company may elect to make payment of any Defaulted Interest to the Person in
whose name such Registered Security (or a Predecessor Security thereof) shall be
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed by the Company in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on such Registered Security, the Special
Record Date therefor and the date of the proposed payment, and at the same time
the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit on or prior
to the date of the proposed payment, such money when so deposited to be held in
trust for the benefit of the Person entitled to such Defaulted Interest as in
this Clause provided. The Special Record Date for the payment of such Defaulted
Interest shall be not more than 15 days and not less than 10 days prior to the
date of the proposed payment and not less than 12 days after notification to the
Trustee of the proposed payment. The Trustee shall, in the name and at the
expense of the Company, cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to the Holder of such Registered Security (or a Predecessor Security
thereof) at his address as it appears in the Security Register not less than 10
days prior to such Special Record Date. The Trustee may, in its discretion, in
the name and at the expense of the Company cause a similar notice to be
published at least once in an Authorized Newspaper of general circulation in the
Borough of Manhattan, The City of New York, but such publication shall not be a
condition precedent to the establishment of such Special Record Date. Notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been mailed as aforesaid, such Defaulted Interest shall be paid
to the Person in whose name such Registered Security (or a Predecessor Security
thereof) shall be registered at the close of business on such Special Record
Date and shall no longer be payable pursuant to the following clause (2).
 
 (2)  The
Company may make payment of any Defaulted Interest in any other lawful manner
not inconsistent with the requirements of any securities exchange on which such
Security may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this Clause, such payment shall be deemed practicable by the
Trustee.
 
 Unless
otherwise provided in or pursuant to this Indenture or the Securities of any
particular series pursuant to the provisions of this Indenture, at the option of
the Company, interest on Registered Securities that bear interest may be paid by
mailing a check to the address of the Person entitled thereto as such address
shall appear in the Security Register or by transfer to an account maintained by
the payee with a bank located in the United States.
 
 
 33
 
 Subject
to the foregoing provisions of this Section and Section 3.5, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.
 
 In the
case of any Registered Security of any series that is convertible into shares of
other securities of the Company or exchangeable for securities of another
issuer, which Registered Security is converted or exchanged after any Regular
Record Date and on or prior to the next succeeding Interest Payment Date (other
than any Registered Security with respect to which the Stated Maturity is prior
to such Interest Payment Date), interest with respect to which the Stated
Maturity is on such Interest Payment Date shall be payable on such Interest
Payment Date notwithstanding such conversion or exchange, and such interest
(whether or not punctually paid or duly provided for) shall be paid to the
Person in whose name that Registered Security (or one or more predecessor
Registered Securities) is registered at the close of business on such Regular
Record Date. Except as otherwise expressly provided in the immediately preceding
sentence, in the case of any Registered Security which is converted or
exchanged, interest with respect to which the Stated Maturity is after the date
of conversion or exchange of such Registered Security shall not be payable.
 
  **Section
      3.8.**
    **Persons
      Deemed Owners.******
 
 Prior to
due presentment of a Registered Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Registered Security is registered in the Security
Register as the owner of such Registered Security for the purpose of receiving
payment of principal of, any premium and (subject to Section 3.5 and Section
3.7) interest on and any Additional Amounts with respect to such Registered
Security and for all other purposes whatsoever, whether or not any payment with
respect to such Registered Security shall be overdue, and none of the Company,
the Trustee or any agent of the Company or the Trustee shall be affected by
notice to the contrary.
 
 The
Company, the Trustee and any agent of the Company or the Trustee may treat the
bearer of any Bearer Security or the bearer of any Coupon as the absolute owner
of such Security or Coupon for the purpose of receiving payment thereof or on
account thereof and for all other purposes whatsoever, whether or not any
payment with respect to such Security or Coupon shall be overdue, and none of
the Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.
 
 No Holder
of any beneficial interest in any global Security held on its behalf by a
Depositary shall have any rights under this Indenture with respect to such
global Security, and such Depositary may be treated by the Company, the Trustee,
and any agent of the Company or the Trustee as the owner of such global Security
for all purposes whatsoever. None of the Company, the Trustee, any Paying Agent
or the Security Registrar will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests of a global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
 
 
 34
 
  **Section
      3.9.**
    **Cancellation.******
 
 All
Securities and Coupons surrendered for payment, redemption, registration of
transfer, exchange or conversion or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee, and any such Securities and Coupons, as well as Securities and Coupons
surrendered directly to the Trustee for any such purpose, shall be cancelled
promptly by the Trustee. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be cancelled promptly by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by or pursuant to this Indenture.
All cancelled Securities and Coupons held by the Trustee shall be disposed of by
the Trustee in accordance with its normal operating procedures, unless by a
Company Order the Company directs their return to it.
 
  **Section
      3.10.**
    **Computation
      of Interest.******
 
 Except as
otherwise provided in or pursuant to this Indenture or in any Security, interest
on the Securities shall be computed on the basis of a 360-day year of twelve
30-day months.
 
  **Section
      3.11.**
    **CUSIP
      and ISIN Numbers.******
 
 The
Company in issuing the Securities may use “CUSIP” and “ISIN” numbers (if then
generally in use), and, if so, the Trustee shall use “CUSIP” and “ISIN” numbers
in notices of redemption as a convenience to Holders; any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the “CUSIP” or “ISIN” numbers.
  **ARTICLE
4**
 **SATISFACTION
AND DISCHARGE OF INDENTURE**
 
  **Section
      4.1.**
    **Satisfaction
      and Discharge.******
 
 Upon the
direction of the Company by a Company Order, this Indenture shall cease to be of
further effect with respect to any series of Securities specified in such
Company Order and any Coupons appertaining thereto, and the Trustee, on receipt
of a Company Order, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series, when
 
 
 35
 
 (1)  either
 
 (a)  all
Securities of such series theretofore authenticated and delivered and all
Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer
Securities of such series surrendered in exchange for Registered Securities of
such series and maturing after such exchange whose surrender is not required or
has been waived as provided in Section 3.5, (ii) Securities and Coupons of such
series which have been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 3.6, (iii) Coupons appertaining to Securities of
such series called for redemption and maturing after the relevant Redemption
Date whose surrender has been waived as provided in Section 11.6, and (iv)
Securities and Coupons of such series for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in
Section 10.3) have been delivered to the Trustee for cancellation; or
 
 (b)  all
Securities of such series and, in the case of (i) or (ii) below, any Coupons
appertaining thereto not theretofore delivered to the Trustee for cancellation
 
 (i)
    have
      become due and payable, or
 
 (ii)
    will
      become due and payable at their Stated Maturity within one year, or
 
 (iii)
    if
      redeemable at the option of the Company, are to be called for redemption
      within one year under arrangements satisfactory to the Trustee for the
      giving of notice of redemption by the Trustee in the name, and at the
      expense, of the Company,
 
 and the
Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for such purpose, money in
the Currency in which such
 
 Securities
are payable in an amount sufficient to pay and discharge the entire indebtedness
on such Securities and any Coupons appertaining thereto not theretofore
delivered to the Trustee for cancellation, including the principal of, any
premium and interest on, and any Additional Amounts with respect to such
Securities and any Coupons appertaining thereto, to the date of such deposit (in
the case of Securities which have become due and payable) or to the Maturity
thereof, as the case may be;
 
 (2)  the
Company has paid or caused to be paid all other sums payable hereunder by the
Company with respect to the Outstanding Securities of such series and any
Coupons appertaining thereto; and
 
 (3)  the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of this Indenture as to such series have been
complied with.
 
 In the
event there are Securities of two or more series hereunder, the Trustee shall be
required to execute an instrument acknowledging satisfaction and discharge of
this Indenture only if requested to do so with respect to Securities of such
series as to which it is Trustee and if the other conditions thereto are met.
 
 
 36
 
 Notwithstanding
the satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Company to the Trustee under Section 6.7 and,
if money shall have been deposited with the Trustee pursuant to subclause (b) of
clause (1) of this Section, the obligations of the Company and the Trustee with
respect to the Securities of such series under Section 3.5, Section 3.6, Section
4.3, Section 10.2 and Section 10.3, with respect to the payment of Additional
Amounts, if any, with respect to such Securities as contemplated by Section 10.4
(but only to the extent that the Additional Amounts payable with respect to such
Securities exceed the amount deposited in respect of such Additional Amounts
pursuant to Section 4.1(1)(b)), and with respect to any rights to convert or
exchange such Securities into other securities of the Company or securities of
another issuer shall survive.
 
  **Section
      4.2.**
    **Defeasance
      and Covenant Defeasance.******
 
 (1)  Unless,
pursuant to Section 3.1, either or both of (i) defeasance of the Securities of
or within a series under clause (2) of this Section 4.2 shall not be applicable
with respect to the Securities of such series or (ii) covenant defeasance of the
Securities of or within a series under clause (3) of this Section 4.2 shall not
be applicable with respect to the Securities of such series, then such
provisions, together with the other provisions of this Section 4.2 (with such
modifications thereto as may be specified pursuant to Section 3.1 with respect
to any Securities), shall be applicable to such Securities and any Coupons
appertaining thereto, and the Company may at its option by Board Resolution, at
any time, with respect to such Securities and any Coupons appertaining thereto,
elect to have Section 4.2(2) or Section 4.2(3) be applied to such Outstanding
Securities and any Coupons appertaining thereto upon compliance with the
conditions set forth below in this Section 4.2.
 
 (2)  Upon the
Company’s exercise of the above option applicable to this Section 4.2(2) with
respect to any Securities of or within a series, the Company shall be deemed to
have been discharged from its obligations with respect to such Outstanding
Securities and any Coupons appertaining thereto on the date the conditions set
forth in clause (4) of this Section 4.2 are satisfied (hereinafter,
“defeasance”). For this purpose, such defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by such
Outstanding Securities and any Coupons appertaining thereto, which shall
thereafter be deemed to be “Outstanding” only for the purposes of clause (5) of
this Section 4.2 and the other Sections of this Indenture referred to in clauses
(i) and (ii) below, and to have satisfied all of its other obligations under
such Securities and any Coupons appertaining thereto and this Indenture insofar
as such Securities and any Coupons appertaining thereto are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (i) the rights of Holders of such
Outstanding Securities and any Coupons appertaining thereto to receive, solely
from the trust fund described in clause (4) of this Section 4.2 and as more
fully set forth in such clause, payments in respect of the principal of (and
premium, if any) and interest, if any, on, and Additional Amounts, if any, with
respect to, such Securities and any Coupons appertaining thereto when such
payments are due, and any rights of such Holder to convert such Securities into
other securities of the Company or exchange such Securities for securities of
another issuer, (ii) the obligations of the Company and the Trustee with respect
to such Securities under Section 3.5, Section 3.6, Section 3.7, Section 3.8,
Section 10.2 and Section 10.3 and with respect to the payment of Additional
Amounts, if any, on such Securities as contemplated by Section 10.4 (but only to
the extent that the Additional Amounts payable with respect to such Securities
exceed the amount deposited in respect of such Additional Amounts pursuant to
Section 4.2(4)(a) below), and with respect to any rights to convert such
Securities into other securities of the Company or exchange such Securities for
securities of another issuer, (iii) the rights, powers, trusts, duties and
immunities of the Trustee under this Indenture and (iv) this Section 4.2. The
Company may exercise its option under this Section 4.2(2) notwithstanding the
prior exercise of its option under clause (3) of this Section 4.2 with respect
to such Securities and any Coupons appertaining thereto.
 
 
 37
 
 (3)  Upon the
Company’s exercise of the option to have this Section 4.2(3) apply with respect
to any Securities of or within a series, (i) the Company, to the extent
specified pursuant to Section 3.1(19), shall be released from its obligations
under Article 8, Section 10.7(2), any covenants provided pursuant to Sections
3.1(19) (relating to covenants of the Company), 9.1(2) or 9.1(4) for the benefit
of the Holders of such Securities and (ii) the occurrence of any event specified
in Sections 5.1(4) (with respect to any of Article 8, Section 10.7(2) and any
such covenants provided pursuant to Section 3.1(18) (relating to covenants of
the Company), 9.1(2) or 9.1(4)) and 5.1(9) shall be deemed not to be or result
in an Event of Default, with respect to such Outstanding Securities and any
Coupons appertaining thereto on and after the date the conditions set forth in
clause (4) of this Section 4.2 are satisfied (hereinafter, “covenant
defeasance”), and such Securities and any Coupons appertaining thereto shall
thereafter be deemed to be not “Outstanding” for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with any such specified covenant or obligation, but shall
continue to be deemed “Outstanding” for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to such Outstanding
Securities and any Coupons appertaining thereto, the Company may omit to comply
with, and shall have no liability in respect of, any term, condition or
limitation set forth in any such specified Sections, whether directly or
indirectly, by reason of any reference elsewhere herein to any such specified
Sections or by reason of reference in any such specified Sections to any other
provision herein or in any other document and such omission to comply shall not
constitute a default or an Event of Default under Section 5.1 (4) but, except as
specified above, the remainder of this Indenture and such Securities and Coupons
appertaining thereto shall be unaffected thereby.
 
 (4)  The
following shall be the conditions to application of clause (2) or (3) of this
Section 4.2 to any Outstanding Securities of or within a series and any Coupons
appertaining thereto:
 
 (a)  The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 6.8 who shall
agree to comply with the provisions of this Section 4.2 applicable to it) as
trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities and any Coupons appertaining thereto, (1) an
amount in Dollars or in such Foreign Currency in which such Securities and any
Coupons appertaining thereto are then specified as payable at Stated Maturity,
or (2) Government Obligations applicable to such Securities and Coupons
appertaining thereto (determined on the basis of the Currency in which such
Securities and Coupons appertaining thereto are then specified as payable at
Stated Maturity) which through the scheduled payment of principal and interest
in respect thereof in accordance with their terms will provide, not later than
one day before the due date of any payment of principal of (and premium, if any)
and interest, if any, on such Securities and any Coupons appertaining thereto,
money in an amount, or (3) a combination thereof, in any case, in an amount,
sufficient, without consideration of any reinvestment of such principal and
interest, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or
other qualifying trustee) to pay and discharge, (y) the principal of (and
premium, if any) and interest, if any, on such Outstanding Securities and any
Coupons appertaining thereto at the Stated Maturity of such principal or
installment of principal or premium or interest and (z) any mandatory sinking
fund payments or analogous payments applicable to such Outstanding Securities
and any Coupons appertaining thereto on the days on which such payments are due
and payable in accordance with the terms of this Indenture and of such
Securities and any Coupons appertaining thereto.
 
 
 38
 
 (b)  Such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a default under, this Indenture or any other material agreement or
instrument to which the Company is a party or by which it is bound.
 
 (c)  No Event
of Default or event which with notice or lapse of time or both would become an
Event of Default with respect to such Securities and any Coupons appertaining
thereto shall have occurred and be continuing on the date of such deposit and,
with respect to defeasance only, at any time during the period ending on the
123rd day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such period).
 
 (d)  In the
case of an election under clause (2) of this Section 4.2 with respect to
Registered Securities and any Bearer Securities for which the Place of Payment
is within the United States, the Company shall have delivered to the Trustee an
Opinion of Counsel stating that (i) the Company has received from the Internal
Revenue Service a letter ruling, or there has been published by the Internal
Revenue Service a Revenue Ruling, or (ii) since the date of execution of this
Indenture, there has been a change in the applicable Federal income tax law, in
either case to the effect that, and based thereon such opinion shall confirm
that, the Holders of such Outstanding Securities and any Coupons appertaining
thereto will not recognize income, gain or loss for Federal income tax purposes
as a result of such defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such defeasance had not occurred.
 
 (e)  In the
case of an election under clause (3) of this Section 4.2 with respect to
Registered Securities and any Bearer Securities for which the Place of Payment
is within the United States, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Holders of such Outstanding Securities
and any Coupons appertaining thereto will not recognize income, gain or loss for
Federal income tax purposes as a result of such covenant defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such covenant defeasance had not
occurred.
 
 
 39
 
 (f)  The
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that, after the 123rd day after the date of deposit, all money and Government
Obligations (or other property as may be provided pursuant to Section 3.1)
(including the proceeds thereof) deposited or caused to be deposited with the
Trustee (or other qualifying trustee) pursuant to this clause (4) to be held in
trust will not be subject to any case or proceeding (whether voluntary or
involuntary) in respect of the Company under any Federal or State bankruptcy,
insolvency, reorganization or other similar law, or any decree or order for
relief in respect of the Company issued in connection therewith (it being
understood that this condition shall not be deemed satisfied until the
expiration of such period).
 
 (g)  The
Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
or covenant defeasance under clause (2) or (3) of this Section 4.2 (as the case
may be) have been complied with.
 
 (h)  Notwithstanding
any other provisions of this Section 4.2(4), such defeasance or covenant
defeasance shall be effected in compliance with any additional or substitute
terms, conditions or limitations which may be imposed on the Company in
connection therewith pursuant to Section 3.1.
 
 (i)  Such
defeasance or covenant defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act.
 
 (j)  The
Company shall have delivered to the Trustee an Opinion of Counsel stating that
such defeasance or covenant defeasance shall not result in the trust arising
from such deposit constituting an investment company within the meaning of the
Investment Company Act of 1940, as amended, unless such trust shall be
registered under such Act.
 
 (k)  The
Company shall have delivered to the Trustee an Officer’s Certificate to the
effect that neither such Outstanding Securities nor any other Outstanding
Securities of the same series, if then listed on any securities exchange, will
be delisted as a result of such deposit.
 
 (l)  In the
event of any defeasance pursuant to this Section, any security interest securing
the Securities shall be released, and the Trustee shall execute all additional
documents, instruments and filings and make all filings necessary or advisable
to effect the release.
 
 (5)  Unless
otherwise specified in or pursuant to this Indenture or any Security, if, after
a deposit referred to in Section 4.2(4)(a) has been made, (a) the Holder of a
Security in respect of which such deposit was made is entitled to, and does,
elect pursuant to Section 3.1 or the terms of such Security to receive payment
in a Currency other than that in which the deposit pursuant to Section 4.2(4)(a)
has been made in respect of such Security, or (b) a Conversion Event occurs in
respect of the Foreign Currency in which the deposit pursuant to Section
4.2(4)(a) has been made, the indebtedness represented by such Security and any
Coupons appertaining thereto shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium,
if any), and interest, if any, on, and Additional Amounts, if any, with respect
to, such Security as the same becomes due out of the proceeds yielded by
converting (from time to time as specified below in the case of any such
election) the amount or other property deposited in respect of such Security
into the Currency in which such Security becomes payable as a result of such
election or Conversion Event based on (x) in the case of payments made pursuant
to clause (a) above, the applicable market exchange rate for such Currency in
effect on the second Business Day prior to each payment date, or (y) with
respect to a Conversion Event, the applicable market exchange rate for such
Foreign Currency in effect (as nearly as feasible) at the time of the Conversion
Event.
 
 
 40
 
 The
Company shall pay and indemnify the Trustee (or other qualifying trustee,
collectively for purposes of this Section 4.2(5) and Section 4.3, the “Trustee”)
against any tax, fee or other charge, imposed on or assessed against the
Government Obligations deposited pursuant to this Section 4.2 or the principal,
premium (if any), or interest or Additional Amounts, if any, received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of such Outstanding Securities and any Coupons
appertaining thereto.
 
 Anything
in this Section 4.2 to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any money or
Government Obligations (or other property and any proceeds therefrom) held by it
as provided in clause (4) of this Section 4.2 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect a
defeasance or covenant defeasance, as applicable, in accordance with this
Section 4.2.
 
  **Section
      4.3.**
    **Application
      of Trust Money.******
 
 Subject
to the provisions of the last paragraph of Section 10.3, all money and
Government Obligations (or other property as may be provided pursuant to Section
3.1) (including the proceeds thereof) deposited with the Trustee pursuant to
Section 4.1 or Section 4.2 in respect of any Outstanding Securities of any
series and any Coupons appertaining thereto shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and any
Coupons appertaining thereto and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Holders of such Securities and any
Coupons appertaining thereto of all sums due and to become due thereon in
respect of principal (and premium, if any) and interest and Additional Amounts,
if any; but such money and Government Obligations need not be segregated from
other funds except to the extent required by law.
  **ARTICLE
5**
 **REMEDIES** ****
 
  **Section
      5.1.**
    **Events
      of Default.******
 
 “Event of
Default,” wherever used herein with respect to Securities of any series, means
any one of the following events (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body following the
expiration of any applicable grace and cure period), unless such event is
specifically deleted or modified in or pursuant to the supplemental indenture,
Board Resolution or Officer’s Certificate establishing the terms of such Series
pursuant to this Indenture:
 
 
 41
 
 (1)  default
in the payment of any interest on any Security of such series, or any Additional
Amounts payable with respect thereto, when such interest becomes or such
Additional Amounts become due and payable, and continuance of such default for a
period of 30 days; or
 
 (2)  default
in the payment of the principal of or any premium on any Security of such
series, or any Additional Amounts payable with respect thereto, when such
principal or premium becomes or such Additional Amounts become due and payable
at their Maturity; or
 
 (3)  default
in the deposit of any sinking fund payment when and as due by the terms of a
Security of such series; or
 
 (4)  default
in the performance, or breach, of any covenant or warranty of the Company in
this Indenture or the Securities (other than a covenant or warranty a default in
the performance or the breach of which is elsewhere in this Section specifically
dealt with or which has been expressly included in this Indenture solely for the
benefit of a series of Securities other than such series), and continuance of
such default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of such series, a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a
“Notice of Default” hereunder; or
 
 (5)  default
under any mortgage, indenture or instrument under which there may be issued or
by which there may be secured or evidenced any Indebtedness for money borrowed
by the Company or any of its Subsidiaries (or the payment of which is guaranteed
by the Company or any of its Subsidiaries) whether such Indebtedness or
guarantee now exists, or is created after the date of this Indenture, if that
default:
 
 (a)  is caused
by a failure to pay principal on such Indebtedness when due prior to expiration
of any grace or cure period provided in such mortgage, indenture or instrument
(a “ *Payment
Default* ”); or
 
 (b)  results
in the acceleration of such Indebtedness prior to its express maturity, and, in
each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
payment default or the maturity of which has been so accelerated, aggregates to
$25,000,000 or more; or
 
 (6)  the
Company or any Subsidiary of the Company shall fail within 60 days to pay, bond
or otherwise discharge any uninsured judgment or court order for the payment of
money in excess of $25,000,000, which is not stayed on appeal or is not
otherwise being appropriately contested in good faith; or
 
 (7)  the entry
by a court having competent jurisdiction of:
 
 
 42
 
 (a)  a decree
or order for relief in respect of the Company or any Significant Subsidiary in
an involuntary proceeding under any applicable bankruptcy, insolvency,
reorganization (other than a reorganization under a foreign law that does not
relate to insolvency), rehabilitation or other similar law and such decree or
order shall remain unstayed and in effect for a period of 60 consecutive days;
or
 
 (b)  a decree
or order adjudging the Company or any Significant Subsidiary to be insolvent, or
approving a petition seeking reorganization (other than a reorganization under a
foreign law that does not relate to insolvency), rehabilitation, arrangement,
adjustment or composition of the Company and such decree or order shall remain
unstayed and in effect for a period of 60 consecutive days; or
 
 (c)  a final
and non-appealable order appointing a custodian, receiver, liquidator, assignee,
rehabilitator, trustee or other similar official of the Company or any
Significant Subsidiary or of any substantial part of the property of the Company
or any Significant Subsidiary or ordering the winding up or liquidation of the
affairs of the Company or any Significant Subsidiary; or
 
 (8)  the
commencement by the Company or any Significant Subsidiary of a voluntary
proceeding under any applicable bankruptcy, insolvency, reorganization (other
than a reorganization under a foreign law that does not relate to insolvency),
rehabilitation or other similar law or of a voluntary proceeding seeking to be
adjudicated insolvent or the consent by the Company or any Significant
Subsidiary to the entry of a decree or order for relief in an involuntary
proceeding under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law or to the commencement of any insolvency
proceedings against it or any Significant Subsidiary, or the filing by the
Company or any Significant Subsidiary of a petition or answer or consent seeking
reorganization, arrangement, adjustment, rehabilitation or composition of the
Company or any Significant Subsidiary or relief under any applicable law, or the
consent by the Company or any Significant Subsidiary to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, rehabilitator or similar official of the Company
or any Significant Subsidiary or any substantial part of the property of the
Company or any Significant Subsidiary or the making by the Company or any
Significant Subsidiary of an assignment for the benefit of creditors, or the
taking of corporate action by the Company or any Significant Subsidiary in
furtherance of any such action; or
 
 (9)  any other
Event of Default provided in or pursuant to this Indenture with respect to
Securities of such series.
 
  **Section
      5.2.**
    **Acceleration
      of Maturity; Rescission and Annulment.******
 
 If an
Event of Default with respect to Securities of any series at the time
Outstanding (other than an Event of Default specified in clause (7) or (8) of
Section 5.1) occurs and is continuing, then the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of such series
may declare the principal (or, if the Securities of such series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of such series) of all the Securities of such series, to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by the Holders), and upon any such declaration such
principal or such lesser amount shall become immediately due and payable.
 
 
 43
 
 If an
Event of Default specified in clause (7) or (8) of Section 5.1 occurs, all
unpaid principal of and accrued interest on the Outstanding Securities of that
series (or, if the Securities of such series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series) shall ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder of
any Security of that series.
 
 At any
time after a declaration of acceleration with respect to the Securities of any
series (or of all the Securities, as the case may be) has been made and before a
judgment or decree for payment of the money due has been obtained by the Trustee
as hereinafter in this Article provided, the Holders of not less than a majority
in principal amount of the Outstanding Securities of such series, by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if
 
 (1)  the
Company has paid or deposited with the Trustee a sum of money sufficient to pay
 
 (a)  all
overdue installments of any interest on and Additional Amounts with respect to
all Securities of such series (or of all the Securities, as the case may be) and
any Coupon appertaining thereto,
 
 (b)  the
principal of and any premium on any Securities of such series (or of all the
Securities, as the case may be) which have become due otherwise than by such
declaration of acceleration and interest thereon and any Additional Amounts with
respect thereto at the rate or rates borne by or provided for in such
Securities,
 
 (c)  to the
extent that payment of such interest or Additional Amounts is lawful, interest
upon overdue installments of any interest and Additional Amounts at the rate or
rates borne by or provided for in such Securities, and
 
 (d)  all sums
paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and
all other amounts due the Trustee under Section 6.7; and
 
 (2)  all
Events of Default with respect to Securities of such series, other than the
non-payment of the principal of, any premium and interest on, and any Additional
Amounts with respect to Securities of such series which shall have become due
solely by such declaration of acceleration, shall have been cured or waived as
provided in Section 5.13.
 
 No such
rescission shall affect any subsequent default or impair any right consequent
thereon.
 
 
 44
 
  **Section
      5.3.**
    **Collection
      of Indebtedness and Suits for Enforcement by Trustee.******
 
 The
Company covenants that if
 
 (1)  default
is made in the payment of any installment of interest on or any Additional
Amounts with respect to any Security or any Coupon appertaining thereto when
such interest or Additional Amounts shall have become due and payable and such
default continues for a period of 30 days, or
 
 (2)  default
is made in the payment of the principal of or any premium on any Security or any
Additional Amounts with respect thereto at their Maturity, or
 
 (3)  default
is made in the deposit of any sinking fund payment when and as due by the terms
of a Security,
 
 the
Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit
of the Holders of such Securities and any Coupons appertaining thereto, the
whole amount of money then due and payable with respect to such Securities and
any Coupons appertaining thereto, with interest upon the overdue principal, any
premium and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest and Additional Amounts at
the rate or rates borne by or provided for in such Securities, and, in addition
thereto, such further amount of money as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and all other
amounts due to the Trustee under Section 6.7.
 
 If the
Company fails to pay the money it is required to pay the Trustee pursuant to the
preceding paragraph forthwith upon the demand of the Trustee, the Trustee, in
its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the money so due and unpaid, and may prosecute
such proceeding to judgment or final decree, and may enforce the same against
the Company or any other obligor upon such Securities and any Coupons
appertaining thereto and collect the monies adjudged or decreed to be payable in
the manner provided by law out of the property of the Company or any other
obligor upon such Securities and any Coupons appertaining thereto, wherever
situated.
 
 If an
Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of such series and any
Coupons appertaining thereto by such appropriate judicial and non-judicial
proceedings, as the Trustee shall deem must effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture, any agreement creating Liens securing Securities of such
series or such Securities or in aid of the exercise of any power granted herein
or therein, or to enforce any other proper remedy, including, without
limitation, enforcement of remedies against the security for any Securities
available to the trustee as a secured party under the uniform commercial code
and other applicable law.
 
 
 45
 
  **Section
      5.4.**
    **Trustee
      May File Proofs of Claim.******
 
 In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities of
any series or the property of the Company or such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of any overdue principal, premium, interest or
Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise,
 
 (1)  to file
and prove a claim for the whole amount, or, if the Securities of any series or
Original Issue Discount Securities such lesser amount as may be provided for in
the Securities of any applicable series, of the principal and any premium,
interest and Additional Amounts owing and unpaid in respect of the Securities
and any Coupons appertaining thereto and to file such other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents or counsel) and of the Holders of
Securities or any Coupons appertaining thereto allowed in such judicial
proceeding, and
 
 (2)  to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;
 
 and any
custodian, receiver, assignee, trustee, liquidator, rehabilitator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder of Securities or any Coupons to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities or any Coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 6.7.
 
 Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder of a Security or any
Coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or Coupons or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a
Security or any Coupon in any such proceeding.
 
  **Section
      5.5.**
    **Trustee
      May Enforce Claims without Possession of Securities or
      Coupons.******
 
 All
rights of action and claims under this Indenture or any of the Securities or
Coupons may be prosecuted and enforced by the Trustee without the possession of
any of the Securities or Coupons or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery or
judgment, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
shall be for the ratable benefit of each and every Holder of the Securities or
Coupons in respect of which such judgment has been recovered.
 
 
 46
 
  **Section
      5.6.**
    **Application
      of Money Collected.******
 
 Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal, or any premium, interest or
Additional Amounts, upon presentation of the Securities or Coupons, or both, as
the case may be, and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:
 
 First: To
the payment of all amounts due the Trustee and any predecessor Trustee under
Section 6.7;
 
 Second:
To the payment of the amounts then due and unpaid upon the Securities and any
Coupons for principal and any premium, interest and Additional Amounts in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the aggregate
amounts due and payable on such Securities and Coupons for principal and any
premium, interest and Additional Amounts, respectively;
 
 Third:
The balance, if any, to the Person or Persons entitled thereto.
 
  **Section
      5.7.**
    **Limitations
      on Suits.**
 
 Except as
provided in Section 5.8, no Holder of any Security of any series or any Coupons
appertaining thereto shall have any right to institute any proceeding, judicial
or otherwise, with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless
 
 (1)  such
Holder has previously given written notice to the Trustee of a continuing Event
of Default with respect to the Securities of such series;
 
 (2)  the
Holders of not less than 25% in principal amount of the Outstanding Securities
of such series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;
 
 (3)  such
Holder or Holders have offered to the Trustee such indemnity as is reasonably
satisfactory to it against the costs, expenses and liabilities to be incurred in
compliance with such request;
 
 (4)  the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and
 
 (5)  no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of
the Outstanding Securities of such series;
 
 
 47
 
 it being
understood and intended that no one or more of such Holders shall have any right
in any manner whatever by virtue of, or by availing of, any provision of this
Indenture or any Security to affect, disturb or prejudice the rights of any
other such Holders or Holders of Securities of any other series, or to obtain or
to seek to obtain priority or preference over any other Holders or to enforce
any right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all such Holders.
 
  **Section
      5.8.**
    **Unconditional
      Right of Holders to Receive Principal and any Premium, Interest and
      Additional Amounts.******
 
 Notwithstanding
any other provision in this Indenture, the Holder of any Security or Coupon
shall have the right, which is absolute and unconditional, to receive payment of
the principal of, any premium and (subject to Section 3.5 and Section 3.7)
interest on, and any Additional Amounts with respect to such Security or payment
of such Coupon, as the case may be, on the respective Stated Maturity or
Maturities therefor specified in such Security or Coupon (or, in the case of
redemption, on the Redemption Date or, in the case of repayment at the option of
such Holder if provided in or pursuant to this Indenture, on the date such
repayment is due) and to institute suit for the enforcement of any such payment,
and such right shall not be impaired without the consent of such Holder except
that no Holder shall have the right to institute any such suit, if and to the
extent that the institution or prosecution thereof or the entry of judgment
therein would under applicable law result in the surrender, impairment, waiver,
or loss of any Liens securing Securities of such Series upon any property or
assets subject to the Liens.
 
  **Section
      5.9.**
    **Restoration
      of Rights and Remedies.**
 
 If the
Trustee or any Holder of a Security or a Coupon has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case the Company, the
Trustee and each such Holder shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and each such
Holder shall continue as though no such proceeding had been instituted.
 
  **Section
      5.10.**
    **Rights
      and Remedies Cumulative.**
 
 Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or Coupons in the last paragraph of Section
3.6, no right or remedy herein conferred upon or reserved to the Trustee or to
each and every Holder of a Security or a Coupon or conferred upon the Trustee or
such Holder under any Instrument securing all or any portion of the Securities
is intended to be exclusive of any other right or remedy, and every right and
remedy, to the extent permitted by law, shall be cumulative and in addition to
every other right and remedy given hereunder or existing under such security
instrument 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.
 
 
 48
 
  **Section
      5.11.**
    **Delay
      or Omission Not Waiver.**
 
 No delay
or omission of the Trustee or of any Holder of any Security or Coupon to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to any Holder of a Security or a Coupon may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by such
Holder, as the case may be.
 
  **Section
      5.12.**
    **Control
      by Holders of Securities.******
 
 The
Holders of a majority in principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on the Trustee with respect to the Securities of such series
and any Coupons appertaining thereto, provided that
 
 (1)  such
direction shall not be in conflict with any rule of law or with this Indenture
or with the Securities of such series,
 
 (2)  the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction, and
 
 (3)  such
direction is not unduly prejudicial to the rights of the other Holders of
Securities of such series not joining in such action as determined by a
Responsible Officer of the Trustee.
 
  **Section
      5.13.**
    **Waiver
      of Past Defaults.**
 
 The
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series on behalf of the Holders of all the Securities of such
series and any Coupons appertaining thereto may waive any past default hereunder
with respect to such series and its consequences, except a default
 
 (1)  in the
payment of the principal of, any premium or interest on, or any Additional
Amounts with respect to, any Security of such series or any Coupons appertaining
thereto, or
 
 (2)  in
respect of a covenant or provision hereof which under Article 9 cannot be
modified or amended without the consent of the Holder of each Outstanding
Security of such series affected.
 
 Upon any
such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.
 
  **Section
      5.14.**
    **Waiver
      of Usury, Stay or Extension Laws.**
 
 The
Company covenants that (to the extent that it may lawfully do so) it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company expressly waives (to the extent
that it may lawfully do so) all benefit or advantage of any such law and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.
 
 
 49
 
  **Section
      5.15.**
    **Undertaking
      for Costs.**
 
 All
parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of 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 5.15 shall not apply to any suit instituted by the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of Outstanding Securities of any series, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest, if any, on or Additional Amounts,
if any, with respect to any Security on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date, and, in the case of repayment, on or after the date
for repayment) or for the enforcement of the right, if any, to convert or
exchange any Security into Common Stock or other securities in accordance with
its terms.
  **ARTICLE
6**
 **THE
TRUSTEE** ****
 
  **Section
      6.1.**
    **Certain
      Duties and Responsibilities.**
 
 (1)  If an
Event of Default has occurred and is continuing, the Trustee shall exercise such
of the rights and powers vested in it by this Indenture, and use the same degree
of care and skill in its exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person’s own affairs.
 
 (2)  Except
during the continuance of an Event of Default,
 
 (a)  the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and
 
 (b)  in the
absence of bad faith on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein,
upon certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or
opinions which by any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Indenture (but
need not confirm or investigate the accuracy of mathematical calculations or
other facts stated therein).
 
 
 50
 
 (3)  In case
an Event of Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of his or her own affairs.
 
 (4)  No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or its
own willful misconduct, except that
 
 (a)  this
Subsection shall not be construed to limit the effect of Subsection (2) of this
Section;
 
 (b)  the
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;
 
 (c)  the
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a
majority in principal amount of the Outstanding Securities of any series,
determined as provided in Sections 1.1, 1.4 and 5.12, relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this
Indenture with respect to the Securities of such series; and
 
 (d)  no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.
 
 (5)  Whether
or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.
 
  **Section
      6.2.**
    **Certain
      Rights of Trustee.******
 
 Subject
to Section 6.1 hereof:
 
 (1)  the
Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, coupon or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties;
 
 (2)  any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or a Company Order (in each case, other than
delivery of any Security, together with any Coupons appertaining thereto, to the
Trustee for authentication and delivery pursuant to Section 3.3 which shall be
sufficiently evidenced as provided therein except in the case of an exchange)
and any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution;
 
 
 51
 
 (3)  whenever
in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence shall be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon
an Officer’s Certificate;
 
 (4)  the
Trustee may consult with counsel of its selection and the advice of such counsel
or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;
 
 (5)  the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by or pursuant to this Indenture at the request or direction of any
of the Holders of Securities of any series or any Coupons appertaining thereto
pursuant to this Indenture, unless such Holders shall have offered to the
Trustee such security or indemnity as is reasonably satisfactory to it against
the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction;
 
 (6)  the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, coupon or other
paper or document, but the Trustee, in its discretion, may but shall not be
obligated to make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine, during
business hours and upon reasonable notice, the books, records and premises of
the Company, personally or by agent or attorney;
 
 (7)  the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee
shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder;
 
 (8)  the
Trustee shall not be liable for any action taken or error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee,
unless it shall be proved that the Trustee was negligent, acted in bad faith or
engaged in willful misconduct;
 
 (9)  the
Authenticating Agent, Paying Agent, and Security Registrar shall have the same
rights, privileges, protections, immunities, benefits, protections and rights to
indemnification as the Trustee set forth hereunder;
 
 (10)  the
Trustee may request that the Company deliver an Officers’ Certificate setting
forth the names of individuals and/or titles of officers authorized at such time
to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded; and
 
 
 52
 
 (11)  the
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with an Act of the Holders
hereunder, and, to the extent not so provided herein, with respect to any act
requiring the Trustee to exercise its own discretion, relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this
Indenture or any Securities, unless it shall be proved that, in connection with
any such action taken, suffered or omitted or any such act, the Trustee was
negligent, acted in bad faith or engaged in willful misconduct.
 
  **Section
      6.3.**
    **Notice
      of Defaults.******
 
 If a
default occurs hereunder with respect to the Securities of any series, the
Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided in the Trust Indenture Act, unless such
default shall have been cured or waived; provided, however, that, except in the
case of a default in the payment of the principal of or any premium on or
interest on or any Additional Amounts with respect to any Security of such
series or any Coupon appertaining thereto or in the payment of any sinking fund
installment with respect to any Security of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the best interest of the Holders of Securities and Coupons of such
series. For the purpose of this Section, the term “default” means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.
 
  **Section
      6.4.**
    **Not
      Responsible for Recitals or Issuance of Securities.******
 
 The
recitals contained herein and in the Securities, except the Trustee’s
certificate of authentication, and in any Coupons shall be taken as the
statements of the Company and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or the Coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of the Securities or the proceeds thereof.
 
  **Section
      6.5.**
    **May
      Hold Securities.******
 
 The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other Person that may be an agent of the Trustee or the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
or Coupons and, subject to Sections 310(b) and 311 of the Trust Indenture Act,
may otherwise deal with the Company with the same rights it would have if it
were not the Trustee, Authenticating Agent, Paying Agent, Security Registrar or
such other Person.
 
 
 53
 
  **Section
      6.6.**
    **Money
      Held in Trust.******
 
 Except as
provided in Section 4.3 and Section 10.3, money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law and shall be held uninvested. The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed to in
writing with the Company.
 
  **Section
      6.7.**
    **Compensation
      and Reimbursement.******
 
 The
Company agrees:
 
 (1)  to pay to
the Trustee from time to time such compensation as the Company and the Trustee
shall from time to time agree in writing for all services rendered by the
Trustee hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust);
 
 (2)  except as
otherwise expressly provided herein, to reimburse the Trustee upon its request
for all reasonable expenses, disbursements or any instrument securing any of the
Securities and advances incurred or made by the Trustee in accordance with any
provision of this Indenture or arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to the Trustee’s negligence or bad faith; and
 
 (3)  to
indemnify the Trustee and its agents, officers, directors and employees for, and
to hold them harmless against, any loss, damage, claims, liability or expense
including taxes (other than taxes based upon, measured or determined by the
income of the Trustee), incurred without negligence or bad faith on their part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending
themselves against any claim or liability in connection with the exercise or
performance of any of their powers or duties hereunder, except to the extent
that any such loss, damage, claims, liability or expense was due to the
Trustee’s negligence or bad faith.
 
 As
security for the performance of the obligations of the Company under this
Section, the Trustee shall have a lien prior to the Securities of any series
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the payment of principal of, and premium or interest on
or any Additional Amounts with respect to particular Securities or any Coupons
appertaining thereto.
 
 To the
extent permitted by law, any compensation or expense incurred by the Trustee
after a default specified in or pursuant to Section 5.1 is intended to
constitute an expense of administration under any then applicable bankruptcy or
insolvency law. “Trustee” for purposes of this Section 6.7 shall include any
predecessor Trustee but the negligence or bad faith of any Trustee shall not
affect the rights of any other Trustee under this Section 6.7.
 
 
 54
 
 The
provisions of this Section 6.7 shall survive the satisfaction and discharge of
this Indenture or the earlier resignation or removal of the Trustee and shall
apply with equal force and effect to the Trustee in its capacity as
Authenticating Agent, Paying Agent or Security Registrar.
 
  **Section
      6.8.**
    **Corporate
      Trustee Required; Eligibility.******
 
 There
shall at all times be a Trustee hereunder that is a Corporation organized and
doing business under the laws of the United States of America, any state thereof
or the District of Columbia, that is eligible under Section 310(a)(1) of the
Trust Indenture Act to act as trustee under an indenture qualified under the
Trust Indenture Act and that has a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the Trust Indenture Act) of at least
$50,000,000, and that is subject to supervision or examination by Federal or
state authority. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.
 
 This
Indenture shall always have a Trustee who satisfies the requirements of Section
310(a)(1), (2) and (5) of the Trust Indenture Act. The Trustee shall comply with
Section 310(b); provided, however, that there shall be excluded from the
operation of Section 310(b)(1) of the Trust Indenture Act any indenture or
indentures under which other securities or certificates of interest or
participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in Section 310(b)(1) of the Trust
Indenture Act are met.
 
  **Section
      6.9.**
    **Resignation
      and Removal; Appointment of Successor.******
 
 (1)  No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee pursuant to Section 6.10.
 
 (2)  The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company. If the instrument of
acceptance by a successor Trustee required by Section 6.10 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may, at the expense of the Company, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to such series.
 
 (3)  The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and the Company.
 
 (4)  If at any
time:
 
 (a)  the
Trustee shall fail to comply with the obligations imposed upon it under Section
310(b) of the Trust Indenture Act with respect to Securities of any series after
written request therefor by the Company or any Holder of a Security of such
series who has been a bona fide Holder of a Security of such series for at least
six months, or
 
 
 55
 
 (b)  the
Trustee shall cease to be eligible under Section 6.8 and shall fail to resign
after written request therefor by the Company or any such Holder, or
 
 (c)  the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation,
 
 then, in
any such case, (i) the Company, by or pursuant to a Board Resolution, may remove
the Trustee with respect to all Securities or the Securities of such series, or
(ii) subject to Section 315(e) of the Trust Indenture Act, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities of such series and the appointment of a successor
Trustee or Trustees.
 
 (5)  If the
Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of such series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 6.10. If, within one year after such resignation,
removal or incapacity, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.10, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders of Securities and accepted appointment
in the manner required by Section 6.10, any Holder of a Security who has been a
bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.
 
 (6)  The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series by mailing written notice
of such event by first-class mail, postage prepaid, to the Holders of Registered
Securities, if any, of such series as their names and addresses appear in the
Security Register and, if Securities of such series are issued as Bearer
Securities, by publishing notice of such event once in an Authorized Newspaper
in each Place of Payment located outside the United States. Each notice shall
include the name of the successor Trustee with respect to the Securities of such
series and the address of its Corporate Trust Office.
 
 
 56
 
 (7)  In no
event shall any retiring Trustee be liable for the acts or omissions of any
successor Trustee hereunder.
 
  **Section
      6.10.**
    **Acceptance
      of Appointment by Successor.******
 
 (1)  Upon the
appointment hereunder of any successor Trustee with respect to all Securities,
such successor Trustee so appointed shall execute, acknowledge and deliver to
the Company and the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
hereunder of the retiring Trustee; but, on the request of the Company or such
successor Trustee, such retiring Trustee, upon payment of its charges, shall
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and, subject to Section 10.3,
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder, subject nevertheless to its
claim, if any, provided for in Section 6.7.
 
 (2)  Upon the
appointment hereunder of any successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and such
successor Trustee shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, such successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust, that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee and that no Trustee shall be responsible for any notice
given to, or received by, or any act or failure to act on the part of any other
Trustee hereunder, and, upon the execution and delivery of such supplemental
indenture, the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein, such retiring Trustee shall have no
further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates other than as hereinafter
expressly set forth, and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates; but, on
request of the Company or such successor Trustee, such retiring Trustee, upon
payment of its charges with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates and subject to Section
10.3 shall duly assign, transfer and deliver to such successor Trustee, to the
extent contemplated by such supplemental indenture, the property and money held
by such retiring Trustee hereunder with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates, subject
to its claim, if any, provided for in Section 6.7.
 
  57
 
 (3)  Upon
request of any Person appointed hereunder as a successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (1) or (2) of this Section, as the case may be.
 
 (4)  No Person
shall accept its appointment hereunder as a successor Trustee unless at the time
of such acceptance such successor Person shall be qualified and eligible under
this Article.
 
  **Section
      6.11.**
    **Merger,
      Conversion, Consolidation or Succession to Business.******
 
 Any
Corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any Corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Corporation
acquiring all or substantially all of the corporate trust business of the
Trustee shall be the successor of the Trustee hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto. In case any Securities shall have been authenticated but not delivered
by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.
 
  **Section
      6.12.**
    **Appointment
      of Authenticating Agent.******
 
 The
Trustee may appoint one or more Authenticating Agents acceptable to the Company
with respect to one or more series of Securities which shall be authorized to
act on behalf of the Trustee to authenticate Securities of that or those series
issued upon original issue, exchange, registration of transfer, partial
redemption or partial repayment or pursuant to Section 3.6, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
 
 Each
Authenticating Agent must be acceptable to the Company and, except as provided
in or pursuant to this Indenture, shall at all times be a corporation that would
be permitted by the Trust Indenture Act to act as trustee under an indenture
qualified under the Trust Indenture Act, is authorized under applicable law and
by its charter to act as an Authenticating Agent and has a combined capital and
surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture
Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect specified in this Section.
 
 
 58
 
 Any
Corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any Corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any Corporation succeeding to all or substantially all of the corporate
agency or corporate trust business of an Authenticating Agent, shall be the
successor of such Authenticating Agent hereunder, provided such Corporation
shall be otherwise eligible under this Section, without the execution or filing
of any paper or any further act on the part of the Trustee or the Authenticating
Agent.
 
 An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and the Company. The Trustee may at any time terminate the agency of
an Authenticating Agent by giving written notice thereof to such Authenticating
Agent and the Company. Upon receiving such a notice of resignation or upon such
a termination, or in case at any time such Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the
Company and shall (i) mail written notice of such appointment by first-class
mail, postage prepaid, to all Holders of Registered Securities, if any, of the
series with respect to which such Authenticating Agent shall serve, as their
names and addresses appear in the Security Register, and (ii) if Securities of
the series are issued as Bearer Securities, publish notice of such appointment
at least once in an Authorized Newspaper in the place where such successor
 
 Authenticating
Agent has its principal office if such office is located outside the United
States. Any successor Authenticating Agent, upon acceptance of its appointment
hereunder, shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.
 
 The
Company agrees to pay each Authenticating Agent from time to time reasonable
compensation for its services under this Section. If the Trustee makes such
payments, it shall be entitled to be reimbursed for such payments, subject to
the provisions of Section 6.7.
 
 The
provisions of Section 3.8, Section 6.4 and Section 6.5 shall be applicable to
each Authenticating Agent.
 
 If an
Authenticating Agent is appointed with respect to one or more series of
Securities pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to or in lieu of the Trustee’s certificate of
authentication, an alternate certificate of authentication in substantially the
following form:
 
 
 59
 
 This is
one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.
 
 U.S. BANK
NATIONAL ASSOCIATION, as Trustee
 
 
 
 By: 
______________________________
 as
Authenticating Agent
 
 
 
 By:_______________________________
 Authorized
Signatory
 
 If all of
the Securities of any series may not be originally issued at one time, and if
the Trustee does not have an office capable of authenticating Securities upon
original issuance located in a Place of Payment where the Company wishes to have
Securities of such series authenticated upon original issuance, the Trustee, if
so requested in writing (which writing need not be accompanied by or contained
in an Officer’s Certificate by the Company), shall appoint in accordance with
this Section an Authenticating Agent having an office in a Place of Payment
designated by the Company with respect to such series of Securities.
 
  **Section
      6.13.**
    **Preferential
      Collection of Claims Against the Company.******
 
 If and
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor). A trustee who has resigned or been removed shall be
subject to the Trust Indenture Act Section 311(a) to the extent provided
therein.
 
  **Section
      6.14.**
    **Co-Trustee
      and Separate Trustees.******
 
 At any
time or times, for the purpose of meeting the legal requirements of any
jurisdiction in which any property securing any of the Securities may at the
time be located, the Company and the Trustee shall have power to appoint, and,
upon the written request of the Trustee or of the Holders of at least thirty
percent (30%) in principal amount of the Outstanding Securities, the Company
shall for such purpose join with the Trustee in the execution, delivery and
performance of all instruments and agreements necessary or proper to appoint,
one or more Persons approved by the Trustee either to act as co-trustee, jointly
with the Trustee, of all or any part of such property, or to act as separate
trustee of any such property, in either case with such powers as may be provided
in the instrument of appointment, and to vest in such Person or Persons in the
capacity aforesaid, any property, title, right or power deemed necessary or
desirable, subject to the other provisions of this Section 6.14. If the Company
does not join in such appointment within fifteen (15) days after the receipt by
it of a request so to do, or in case an Event of Default has occurred and is
continuing, the Trustee alone shall have power to make such appointment.
 
 
 60
 
 Should
any written instrument from the Company be required by any co-trustee or
separate trustee so appointed for more fully confirming to such co-trustee or
separate trustee such property, title, right or power, any and all such
instruments shall, on request, be executed, acknowledged and delivered by the
Company.
 
 Every
co-trustee or separate trustee shall, to the extent permitted by law, but to
such extent only, be appointed subject to the following terms, namely:
 
 (1)  The
Securities shall be authenticated and delivered, and all rights, powers, duties
and obligations hereunder in respect of the custody of securities, cash and
other personal property held by, or required to be deposited or pledged with,
the Trustee hereunder, shall be exercised solely by the Trustee.
 
 (2)  The
rights, powers, duties and obligations hereby conferred or imposed upon the
Trustee in respect of any property covered by such appointment shall be
conferred or imposed upon and exercised or performed by the Trustee or by the
Trustee and such co-trustee or separate trustee jointly, as shall be provided in
the instrument appointing such co-trustee or separate trustee, except to the
extent that under any law of any jurisdiction in which any particular act is to
be performed, the Trustee shall be incompetent or unqualified to perform such
act, in which event such rights, powers, duties and obligations shall be
exercised and performed by such co-trustee or separate trustee.
 
 (3)  The
Trustee at any time, by an instrument in writing executed by it, with the
concurrence of the Company evidenced by a Board Resolution, may accept the
resignation of or remove any co-trustee or separate trustee appointed under this
Section, and, in case an Event of Default has occurred and is continuing, the
Trustee shall have power to accept the resignation of, or remove, any such
co-trustee or separate trustee without the concurrence of the Company. Upon the
written request of the Trustee, the Company shall join with the Trustee in the
execution, delivery and performance of all instruments and agreements necessary
or proper to effectuate such resignation or removal. A successor to any
co-trustee or separate trustee so resigned or removed may be appointed in the
manner provided in this Section 6.l4.
 
 (4)  No
co-trustee or separate trustee hereunder shall be personally liable by reason of
any act or omission of the Trustee, or any other such trustee hereunder, and the
Trustee shall not be personally liable by reason of any act or omission of any
such co-trustee or separate trustee.
   **Section
      6.15.**
    **Patriot
      Act**
 
 To help
the government fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify and record
information that identifies each person who opens an account. For a
non-individual person such as business entity, a charity, a trust or other legal
entity the Trustee will ask for documentation to verify its formation and
existence as a legal entity. The Trustee may also ask to see financial
statements, licenses, identification and authorization documents from
individuals claiming authority to represent the entity or other relevant
documentation.
 
 
 61
 
  **ARTICLE
7**
 **HOLDERS
LISTS AND REPORTS BY TRUSTEE AND COMPANY**
 
  **Section
      7.1.**
    **Company
      to Furnish Trustee Names and Addresses of
  Holders.**
 
 In
accordance with Section 312(a) of the Trust Indenture Act, the Company shall
furnish or cause to be furnished to the Trustee
 
 (1)  semi-annually
with respect to Securities of each series not later than March 1 and September 1
of the year or upon such other dates as are set forth in or pursuant to the
Board Resolution or indenture supplemental hereto authorizing such series, a
list, in each case in such form as the Trustee may reasonably require, of the
names and addresses of Holders as of the applicable date, and
 
 (2)  at such
other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished,
provided, however, that so long as the Trustee is the Security Registrar no such
list shall be required to be furnished.
 
  **Section
      7.2.**
    **Preservation
      of Information; Communications to
Holders.**
 
 The
Trustee shall comply with the obligations imposed upon it pursuant to Section
312 of the Trust Indenture Act.
 
 Every
Holder of Securities or Coupons, by receiving and holding the same, agrees with
the Company and the Trustee that none of the Company, the Trustee, any Paying
Agent or any Security Registrar shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
of Securities in accordance with Section 312(c) of the Trust Indenture Act,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 312(b) of the Trust Indenture Act.
 
  **Section
      7.3.**
    **Reports
      by Trustee.**
 
 (1)  Within 60
days after May 15 of each year commencing with the first May 15 following the
first issuance of Securities pursuant to Section 3.1, if required by Section
313(a) of the Trust Indenture Act, the Trustee shall transmit, pursuant to
Section 313(c) of the Trust Indenture Act, a brief report dated as of such
September 15 with respect to any of the events specified in said Section 313(a)
which may have occurred since the later of the immediately preceding September
15 and the date of this Indenture.
 
 (2)  The
Trustee shall transmit the reports required by Section 313(a) and 313(b) of the
Trust Indenture Act at the times specified therein.
 
 (3)  Reports
pursuant to this Section shall be transmitted in the manner and to the Persons
required by Sections 313(c) and 313(d) of the Trust Indenture Act.
 
  **Section
      7.4.**
    **Reports
      by Company.**
 
 
 62
 
 The
Company, pursuant to Section 314(a) of the Trust Indenture Act, shall:
 
 (1)  file with
the Trustee, within 15 days after the Company is required to file the same with
the Commission, copies of the annual reports and of the information, documents
and other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which the
Company may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended; or, if the
Company is not required to file information, documents or reports pursuant to
either of said Sections, then it shall file with the Trustee and the Commission,
in accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended, in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such
rules and regulations;
 
 (2)  file with
the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such additional information,
documents and reports with respect to compliance by the Company, with the
conditions and covenants of this Indenture as may be required from time to time
by such rules and regulations; and
 
 (3)  transmit
within 30 days after the filing thereof with the Trustee to the Holders of the
Securities, in the manner and to the extent provided in Section 313(c) of the
Trust Indenture Act, such summaries of any information, documents and reports
required to be filed by the Company pursuant to paragraphs (1) and (2) of this
Section as may be required by rules and regulations prescribed from time to time
by the Commission.
 
 (4)  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 Officers’ Certificates), other than with respect to Section 6.2.
 
 (5)  Deliver
in timely fashion all certificates, opinions and other items, and otherwise
comply with the requirements of Section 314 of the Trust Indenture Act, to the
extent applicable.
 
  **ARTICLE
8**
 **CONSOLIDATION,
AMALGAMATIONS, MERGER AND SALES**
 
  **Section
      8.1.**
    **Company
      May Consolidate, Etc., Only on Certain Terms.******
 
 The
Company shall not consolidate or amalgamate with or merge into any other Person
(whether or not affiliated with the Company), or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to any
other Person (whether or not affiliated with the Company), and the Company shall
not permit any other Person (whether or not affiliated with the Company) to
consolidate or amalgamate with or merge into the Company or convey, transfer or
lease its properties and assets as an entirety or substantially as an entirety
to the Company unless:
 
 
 63
 
 (1)  in case
the Company shall consolidate or amalgamate with or merge into another Person,
continue in another jurisdiction or convey, transfer or lease its properties and
assets as an entirety or substantially as an entirety to any Person, the Person
formed by such consolidation or amalgamation or into which the Company is merged
or the Person which, directly or indirectly, acquires by conveyance or transfer,
or which leases, the properties and assets of the Company as an entirety or
substantially as an entirety or the Company after a continuation, shall be a
corporation organized and existing under the laws of the United States of
America, any state thereof or the District of Columbia and shall expressly
assume, by an indenture (or indentures, if at such time there is more than one
Trustee) supplemental hereto, executed by the successor Person and delivered to
the Trustee the due and punctual payment of the principal of, any premium and
interest on and any Additional Amounts with respect to all the Securities and
the performance of every obligation in this Indenture and the Outstanding
Securities on the part of the Company to be performed or observed and shall
provide for conversion or exchange rights in accordance with the provisions of
the Securities of any series that are convertible or exchangeable into Common
Stock or other securities;
 
 (2)  immediately
after giving effect to such transaction and treating any indebtedness which
becomes an obligation of the Company or a Subsidiary of the Company as a result
of such transaction as having been incurred by the Company or such Subsidiary at
the time of such transaction, no Event of Default or event which, after notice
or lapse of time, or both, would become an Event of Default, shall have occurred
and be continuing;
 
 (3)  either
the Company or the successor Person shall have delivered to the Trustee an
Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction, such supplemental
indenture comply with this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with; and
 
 (4)  the
Company and the successor Person shall have delivered to the Trustee any
additional financing statements or other filings or other evidence that all
actions necessary or appropriate to maintain the validity, perfection and
priority of every security interest in favor of the Trustee have been made.
 
  **Section
      8.2.**
    **Successor
      Person Substituted for Company.******
 
 Upon any
consolidation or amalgamation by the Company with or merger of the Company into
any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety to any Person in accordance
with Section 8.1, the successor Person formed by such consolidation or
amalgamation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein;
and thereafter, except in the case of a lease, the predecessor Person shall be
released from all obligations and covenants under this Indenture, the Securities
and the Coupons arising after the date of transfer.
 
 
 64
 
  **ARTICLE
9**
 **SUPPLEMENTAL
INDENTURES**
 
  **Section
      9.1.**
    **Supplemental
      Indentures without Consent of Holders.******
 
 Without
the consent of any Holders of Securities or Coupons, the Company (when
authorized by or pursuant to a Board Resolution) and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, for any of the following purposes:
 
 (1)  to
evidence the succession of another Person to the Company, and the assumption by
any such successor of the covenants of the Company contained herein and in the
Securities; or
 
 (2)  to add to
the covenants of the Company for the benefit of the Holders of all or any series
of Securities (as shall be specified in such supplemental indenture or
indentures) or to surrender any right or power herein conferred upon the
Company; or
 
 (3)  to add to
or change any of the provisions of this Indenture to provide that Bearer
Securities may be registrable as to principal, to change or eliminate any
restrictions on the payment of principal of, any premium or interest on or any
Additional Amounts with respect to Securities, to permit Bearer Securities to be
issued in exchange for Registered Securities, to permit Bearer Securities to be
exchanged for Bearer Securities of other authorized denominations or to permit
or facilitate the issuance of Securities in uncertificated form, provided any
such action shall not adversely affect the interests of the Holders of
Outstanding Securities of any series or any Coupons appertaining thereto in any
material respect; or
 
 (4)  to
establish the form or terms of Securities of any series and any Coupons
appertaining thereto as permitted by Section 2.1 and Section 3.1; or
 
 (5)  to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 6.10; or
 
 (6)  to cure
any ambiguity or to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture,
provided such action pursuant to this clause (6) shall not adversely affect the
interests of the Holders of Securities of any series then Outstanding or any
Coupons appertaining thereto in any material respect; or
 
 (7)  to add
any additional Events of Default with respect to all or any series of Securities
(as shall be specified in such supplemental indenture); or
 
 
 65
 
 (8)  to
supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Article 4, provided that any such action shall not
adversely affect the interests of any Holder of an Outstanding Security of such
series and any Coupons appertaining thereto or any other Outstanding Security or
Coupon in any material respect; or
 
 (9)  to secure
any one or more series of the Securities; or
 
 (10)  to make
provisions with respect to conversion or exchange rights of Holders of
Securities of any series.
 
  **Section
      9.2.**
    **Supplemental
      Indentures with Consent of Holders.******
 
 With the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company
(when authorized by or pursuant to a Company’s Board Resolution) and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture or of the Securities
of such series; provided, however, that no such supplemental indenture, without
the consent of the Holder of each Outstanding Security affected thereby, shall
 
 (1)  change
the Stated Maturity of the principal of, or any premium or installment of
interest on or any Additional Amounts or Redemption Date with respect to, any
Security, or reduce the principal amount thereof or the rate (or modify the
calculation of such rate) of interest thereon or any Additional Amounts with
respect thereto, or any amount payable upon the redemption thereof or otherwise,
or change the obligation of the Company to pay Additional Amounts pursuant to
Section 10.4 (except as contemplated by Section 8.1(1) and permitted by Section
9.1(1)), or reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 5.2 or the amount thereof provable in
bankruptcy pursuant to Section 5.4, or adversely affect the right of repayment
at the option of any Holder as contemplated by Article 13, or change the Place
of Payment, Currency in which the principal of, any premium or interest on, or
any Additional Amounts with respect to any Security is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date or, in the case of repayment at the option of the Holder, on or
after the date for repayment), or
 
 (2)  reduce
the percentage in principal amount of the Outstanding Securities of any series,
the consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or reduce the requirements of
Section 15.4 for quorum or voting, or
 
 (3)  modify
any of the provisions of this Indenture relating to the subordination of the
Securities in respect thereof in a manner adverse to Holders of Securities, or
 
 
 66
 
 (4)  modify
any of the provisions of this Section, Section 5.13 or Section 10.6, except to
increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby, or
 
 (5)  make any
change that adversely affects the right to convert or exchange any Security into
or for Common Stock of the Company or other securities (whether or not issued by
the Company), cash or property in accordance with its terms, or
 
 (6)  reduce
the principal amount of, or the rate, or modify the calculation of such rate, or
interest on, or any premium payable upon the redemption of, any Security, or
 
 (7)  reduce
the amount of the principal of an Original Issue Discount Security that would be
due and payable upon a declaration of acceleration of the maturity thereof or
the amount thereof provable in bankruptcy, or
 
 (8)  change
the redemption provisions of the new Securities or adversely affect the right of
repayment at the option of any holder of the Securities, or
 
 (9)  change
the place of payment or the coin or currency in which the principal of, any
premium or interest on the Securities is payable, or
 
 (10)  impair
the right to institute suit for the enforcement of any payment on or after the
stated maturity of the Securities or, in the case of redemption, on or after the
redemption date or, in the case of repayment at the option of any holder, on or
after the repayment date, or
 
 (11)  reduce
the redemption price or purchase price (including change of control purchase
price, asset sale purchase price and the price payable upon exercise by a holder
of its option to require the Company to repurchase such holder’s Securities) on
any Security, or
 
 (12)  impair
the right to institute suit for the enforcement of any repurchase of, payment on
or with respect to, or conversion of any Security, or
 
 (13)  except as
otherwise permitted or contemplated by provisions concerning corporate
reorganizations, adversely affect the repurchase options or the conversion
rights of holders of any Securities, or
 
 (14)  modify
any of the provisions of this Section 9.2, or
 
 (15)  except as
provided in Section 1.17. or in any Supplemental Indenture, release, modify or
impair the security for the Securities.
 
 A
supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which shall have been included expressly and solely
for the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series. It shall not be
necessary for any Act of Holders of Securities under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.
 
 
 67
 
  **Section
      9.3.**
    **Execution
      of Supplemental Indentures.******
 
 As a
condition to executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trust created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 315 of the Trust Indenture Act) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture and an
Officer’s Certificate stating that all conditions precedent to the execution of
such supplemental indenture have been fulfilled. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.
 
  **Section
      9.4.**
    **Effect
      of Supplemental Indentures.******
 
 Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of a Security
theretofore or thereafter authenticated and delivered hereunder and of any
Coupon appertaining thereto shall be bound thereby.
 
  **Section
      9.5.**
    **Reference
      in Securities to Supplemental Indentures.******
 
 Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.
 
  **Section
      9.6.**
    **Conformity
      with Trust Indenture Act.******
 
 Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.
 
  **Section
      9.7.**
    **Notice
      of Supplemental Indenture.******
 
 Promptly
after the execution by the Company and the Trustee of any supplemental indenture
pursuant to Section 9.2, the Company shall transmit to the Holders of
Outstanding Securities of any series affected thereby a notice setting forth the
substance of such supplemental indenture. The failure to give such notice to all
Holders, or any defect therein, shall not affect or impair the validity of an
amendment under this Article.
 
 
 68
 
  **ARTICLE
10**
 **COVENANTS**
 
  **Section
      10.1.**
    **Payment
      of Principal, any Premium, Interest and Additional
      Amounts.******
 
 The
Company covenants and agrees for the benefit of the Holders of the Securities of
each series that it will duly and punctually pay the principal of, any premium
and interest on and any Additional Amounts with respect to the Securities of
such series in accordance with the terms thereof, any Coupons appertaining
thereto and this Indenture. Any interest due on any Bearer Security on or before
the Maturity thereof, and any Additional Amounts payable with respect to such
interest, shall be payable only upon presentation and surrender of the Coupons
appertaining thereto for such interest as they severally mature.
 
  **Section
      10.2.**
    **Maintenance
      of Office or Agency.******
 
 The
Company shall maintain in each Place of Payment for any series of Securities an
Office or Agency where Securities of such series (but not Bearer Securities,
except as otherwise provided below, unless such Place of Payment is located
outside the United States) may be presented or surrendered for payment, where
Securities of such series may be surrendered for registration of transfer or
exchange, where Securities of such series that are convertible or exchangeable
may be surrendered for conversion or exchange, and where notices and demands to
or upon the Company in respect of the Securities of such series relating thereto
and this Indenture may be served. If Securities of a series are issuable as
Bearer Securities, the Company shall maintain, subject to any laws or
regulations applicable thereto, an Office or Agency in a Place of Payment for
such series which is located outside the United States where Securities of such
series and any Coupons appertaining thereto may be presented and surrendered for
payment; provided, however, that if the Securities of such series are listed on
The Stock Exchange of the United Kingdom and the Republic of Ireland or the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Company shall maintain a
Paying Agent in London, Luxembourg or any other required city located outside
the United States, as the case may be, so long as the Securities of such series
are listed on such exchange. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such Office or
Agency. If at any time the Company shall fail to maintain any such required
Office or Agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, except that Bearer Securities of such
series and any Coupons appertaining thereto may be presented and surrendered for
payment at the place specified for the purpose with respect to such Securities
as provided in or pursuant to this Indenture, and the Company hereby appoints
the Trustee as its agent to receive all such presentations, surrenders, notices
and demands.
 
 Except as
otherwise provided in or pursuant to this Indenture, no payment of principal,
premium, interest or Additional Amounts with respect to Bearer Securities shall
be made at any Office or Agency in the United States or by check mailed to any
address in the United States or by transfer to an account maintained with a bank
located in the United States; provided, however, if amounts owing with respect
to any Bearer Securities shall be payable in Dollars, payment of principal of,
any premium or interest on and any Additional Amounts with respect to any such
Security may be made at the Corporate Trust Office of the Trustee or any Office
or Agency designated by the Company in the Borough of Manhattan, The City of New
York, if (but only if) payment of the full amount of such principal, premium,
interest or Additional Amounts at all offices outside the United States
maintained for such purpose by the Company in accordance with this Indenture is
illegal or effectively precluded by exchange controls or other similar
restrictions.
 
 
 69
 
 The
Company may also from time to time designate one or more other Offices or
Agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an Office or Agency
in each Place of Payment for Securities of any series for such purposes. The
Company shall give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other Office or
Agency. Unless otherwise provided in or pursuant to this Indenture, the Company
hereby designates as the Place of Payment for each series of Securities the
Borough of Manhattan, The City of New York, and initially appoints the agency of
the Trustee at U.S. Bank Trust National Association, 100 Wall Street, 16th
floor, New York, New York 10005 as the Office or Agency of the Company in the
Borough of Manhattan, The City of New York for such purpose. The Company may
subsequently appoint a different Office or Agency in the Borough of Manhattan,
The City of New York for the Securities of any series.
 
 Unless
otherwise specified with respect to any Securities pursuant to Section 3.1, if
and so long as the Securities of any series (i) are denominated in a Foreign
Currency or (ii) may be payable in a Foreign Currency, or so long as it is
required under any other provision of this Indenture, then the Company will
maintain with respect to each such series of Securities, or as so required, at
least one exchange rate agent.
 
  **Section
      10.3.**
    **Money
      for Securities Payments to Be Held in Trust.******
 
 If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it shall, on or before each due date of the principal of, any
premium or interest on or Additional Amounts with respect to any of the
Securities of such series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 3.1 for the
Securities of such series) sufficient to pay the principal or any premium,
interest or Additional Amounts so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided, and shall promptly
notify the Trustee of its action or failure so to act. Whenever the Company
shall have one or more Paying Agents for any series of Securities, it shall, on
or prior to each due date of the principal of, any premium or interest on or any
Additional Amounts with respect to any Securities of such series, deposit with
any Paying Agent a sum (in the currency or currencies, currency unit or units or
composite currency or currencies described in the preceding paragraph)
sufficient to pay the principal or any premium, interest or Additional Amounts
so becoming due, such sum to be held in trust for the benefit of the Persons
entitled thereto, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.
 
 
 70
 
 The
Company shall cause each Paying Agent for any series of Securities other than
the Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent shall:
 
 (1)  hold all
sums held by it for the payment of the principal of, any premium or interest on
or any Additional Amounts with respect to Securities of such series in trust for
the benefit of the Persons entitled thereto until such sums shall be paid to
such Persons or otherwise disposed of as provided in or pursuant to this
Indenture;
 
 (2)  give the
Trustee notice of any default by the Company (or any other obligor upon the
Securities of such series) in the making of any payment of principal, any
premium or interest on or any Additional Amounts with respect to the Securities
of such series; and
 
 (3)  at any
time during the continuance of any such default, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying
Agent.
 
 The
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
terms as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such sums.
 
 Except as
otherwise provided herein or pursuant hereto, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of, any premium or interest on or any Additional
Amounts with respect to any Security of any series or any Coupon appertaining
thereto and remaining unclaimed for two years after such principal or any such
premium or interest or any such Additional Amounts shall have become due and
payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security or
any Coupon appertaining thereto shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an
Authorized Newspaper in each Place of Payment for such series or to be mailed to
Holders of Registered Securities of such series, or both, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication or mailing nor shall it be
later than two years after such principal and any premium or interest or
Additional Amounts shall have become due and payable, any unclaimed balance of
such money then remaining will be repaid to the Company.
 
 
 71
 
  **Section
      10.4.**
    **Additional
      Amounts.******
 
 All
payments of principal of and premium, if any, interest and any other amounts on,
or in respect of, the Securities of any series or any Coupon appertaining
thereto shall be made without withholding or deduction at source for, or on
account of, any present or future taxes, fees, duties, assessments or
governmental charges of whatever nature imposed or levied by or on behalf of a
jurisdiction (a “taxing jurisdiction”) or any political subdivision or taxing
authority thereof or therein, unless such taxes, fees, duties, assessments or
governmental charges are required to be withheld or deducted by (i) the laws (or
any regulations or ruling promulgated thereunder) of a taxing jurisdiction or
any political subdivision or taxing authority thereof or therein or (ii) an
official position regarding the application, administration, interpretation or
enforcement of any such laws, regulations or rulings (including, without
limitation, a holding by a court of competent jurisdiction or by a taxing
authority in a taxing jurisdiction or any political subdivision thereof). If a
withholding or deduction at source is required, the Company shall, subject to
certain limitations and exceptions set forth below, pay to or on behalf of a
Holder or beneficial owner of any such Security or any Coupon appertaining
thereto such Additional Amounts as may be necessary so that every net payment of
principal, premium, if any, interest or any other amount made to such Holder,
after such withholding or deduction, shall not be less than the amount provided
for in such Security, any Coupons appertaining thereto and this Indenture to be
then due and payable; provided, however, that the Company shall not be required
to make payment of such Additional Amounts for or on account of:
 
 (1)  any tax,
fee, duty, assessment or governmental charge of whatever nature which would not
have been imposed but for the fact that such Holder or beneficial owner: (A) was
a resident, domiciliary or national of, or engaged in business or maintained a
permanent establishment or was physically present in, the relevant taxing
jurisdiction or any political subdivision thereof or otherwise had some
connection with the relevant taxing jurisdiction other than by reason of the
mere ownership of, or receipt of payment under, such Security; (B) presented
such Security for payment in the relevant taxing jurisdiction or any political
subdivision thereof, unless such Security could not have been presented for
payment elsewhere; or (C) presented such Security more than thirty (30) days
after the date on which the payment in respect of such Security first became due
and payable or provided for, whichever is later, except to the extent that the
Holder or beneficial owner would have been entitled to such Additional Amounts
if it had presented such Security for payment on any day within such period of
thirty (30) days;
 
 (2)  any
estate, inheritance, gift, sale, transfer, personal property or similar tax,
assessment or other governmental charge;
 
 (3)  any tax,
assessment or other governmental charge that is imposed or withheld by reason of
the failure by the Holder or the beneficial owner of such Security to comply
with any reasonable request by the Company addressed to the Holder within 90
days of such request (A) to provide information concerning the nationality,
residence or identity of the Holder or such beneficial owner or (B) to make any
declaration or other similar claim or satisfy any information or reporting
requirement, which, in the case of (A) or (B), is required or imposed by
statute, treaty, regulation or administrative practice of the relevant taxing
jurisdiction or any political subdivision thereof as a precondition to exemption
from all or part of such tax, assessment or other governmental charge; or
 
 
 72
 
 (4)  any
combination of items (1), (2) and (3);
 
 nor shall
Additional Amounts be paid with respect to any payment of the principal of, or
premium, if any, interest or any other amounts on, any such Security to any
Holder or beneficial owner who is a fiduciary or partnership or other than the
sole beneficial owner of such Security to the extent such payment would be
required by the laws of the relevant taxing jurisdiction (or any political
subdivision or relevant taxing authority thereof or therein) to be included in
the income for tax purposes of a beneficiary or partner or settlor with respect
to such fiduciary or a member of such partnership or a beneficial owner who
would not have been entitled to such Additional Amounts had it been the Holder
of the Security.
 
 Whenever
in this Indenture there is mentioned, in any context, the payment of the
principal of or any premium, interest or any other amounts on, or in respect of,
any Security of any series or any Coupon or the net proceeds received on the
sale or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of Additional Amounts provided by the terms of
such series established hereby or pursuant hereto to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of Additional Amounts
(if applicable) in any provision hereof shall not be construed as excluding the
payment of Additional Amounts in those provisions hereof where such express
mention is not made.
 
 Except as
otherwise provided in or pursuant to this Indenture or the Securities of the
applicable series, at least 10 days prior to the first Interest Payment Date
with respect to a series of Securities (or if the Securities of such series
shall not bear interest prior to Maturity, the first day on which a payment of
principal is made), and at least 10 days prior to each date of payment of
principal or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officer’s Certificate, the Company shall
furnish to the Trustee and the principal Paying Agent or Paying Agents, if other
than the Trustee, an Officer’s Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of and premium,
if any, interest or any other amounts on the Securities of such series shall be
made to Holders of Securities of such series or the Coupons appertaining thereto
without withholding for or on account of any tax, fee, duty, assessment or other
governmental charge described in this Section 10.4. If any such withholding
shall be required, then such Officer’s Certificate shall specify by taxing
jurisdiction the amount, if any, required to be withheld on such payments to
such Holders of Securities or Coupons, and the Company agrees to pay to the
Trustee or such Paying Agent the Additional Amounts required by this Section
10.4. The Company covenants to indemnify the Trustee and any Paying Agent for,
and to hold them harmless against, any loss, liability or expense incurred
without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officer’s
Certificate furnished pursuant to this Section 10.4. Unless it has received an
Officer’s Certificate specifying such Additional Amounts to be payable by the
Company, then the Trustee may assume, without inquiry, that no such Additional
Amounts are due or owing.
 
 
 73
 
  **Section
      10.5.**
    **Corporate
      Existence.**
 
 Subject
to Article 8, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and that of
each of its Subsidiaries, and their respective rights (charter and statutory)
and franchises; provided, however, that the foregoing shall not obligate the
Company or any of its Subsidiaries to preserve any such right or franchise if
the Company or any such Subsidiary shall determine that the preservation thereof
is no longer desirable in the conduct of its business or the business of such
Subsidiary and that the loss thereof is not disadvantageous in any material
respect to any Holder.
 
  **Section
      10.6.**
    **Waiver
      of Certain Covenants.******
 
 Except as
otherwise specified as contemplated by Section 3.1 for Securities of such
series, the Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 3.1(18) (relating to covenants of
the Company), or 10.5 with respect to the Securities of any series if before the
time for such compliance the Holders of at least a majority in principal amount
of the Outstanding Securities of such series, by Act of such Holders, either
shall waive such compliance in such instance or generally shall have waived
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.
 
  **Section
      10.7.**
    **Company
      Statement as to Compliance; Notice of Certain
      Defaults.******
 
 (1)  The
Company shall deliver to the Trustee, within 120 days after the end of each
fiscal year, a written statement (which need not be contained in or accompanied
by an Officer’s Certificate) signed by the principal executive officer, the
principal financial officer or the principal accounting officer of the Company,
stating that
 
 (a)  a review
of the activities of the Company during such year and of its performance under
this Indenture has been made under his or her supervision, and
 
 (b)  to the
best of his or her knowledge, based on such review, (a) the Company has complied
with all the conditions and covenants imposed on it under this Indenture
throughout such year, or, if there has been a default in the fulfillment of any
such condition or covenant, specifying each such default known to him or her and
the nature and status thereof, and (b) no event has occurred and is continuing
which is, or after notice or lapse of time or both would become, an Event of
Default, or, if such an event has occurred and is continuing, specifying each
such event known to him and the nature and status thereof.
 
 (2)  The
Company shall deliver to the Trustee, within five days after the occurrence
thereof, written notice of any Event of Default or any event which after notice
or lapse of time or both would become an Event of Default pursuant to clause (4)
of Section 5.1.
 
 (3)  The
Trustee shall have no duty to monitor the Company’s compliance with the
covenants contained in this Article 10 other than as specifically set forth in
this Section 10.7.
 
 
 74
 
  **Section
      10.8.**
    **Recordation.******
 
 The
Company will cause all instruments providing security for any of the Securities,
including any deeds of trust, mortgages, security agreements, financing
statements and continuation statements, to be recorded, registered and filed,
and to be at all times kept recorded, registered and filed, in such manner and
in such places as may be required or appropriate to create, perfect, maintain,
preserve and protect the rights of the Trustee and the Holders of Outstanding
Securities in the property providing such security.
 
  **Section
      10.9.**
    **Evidence
      of Recording of Indenture.******
 
 If the
Indenture or any supplemental indentures thereto is to be secured, the Company
shall furnish to the Trustee:
 
 (1)  promptly
after the execution and delivery of the Indenture or any supplemental indentures
thereto, an Opinion of Counsel either (a) stating that, in the opinion of such
counsel, such action has been taken with respect to the filing, recording of
this Indenture, or any supplemental indentures thereto, and with respect to the
execution and filing of financing statements or physical delivery of documents
or instruments so as to make effective the Liens and security interest intended
to be created thereby and/or documents described therein and the first priority
thereof, and reciting the details of such action, or (b) stating that, in the
opinion of such counsel, no such action is necessary to make such lien or
security interest and the first priority thereof effective; and
 
 (2)  within
three months after the anniversary of the issuance of the first series of the
Securities that is secured while any such series is still outstanding, an
Opinion of Counsel dated as of such date either (a) stating that, in the opinion
of such counsel, such action has been taken with respect to the recording,
filing, re-recording, and refilling of this Indenture, any supplemental
indentures thereto and any other requisite documents, and with respect to the
execution and filing of financing statements and continuation statements or
physical delivery of documents or instruments as is necessary to maintain the
lien and security interest, and the first priority thereof, created by this
Indenture and any supplemental indenture thereto and/or documents described
therein, and reciting the details of such action, or (b) stating that, in the
opinion of such counsel, no such action is necessary to maintain such lien or
security interest and the first priority thereof.
 
 (3)  The
Company shall otherwise comply with the provisions of §314(b) and, as applicable
§§314(c), (d) and (e) of the Trust Indenture Act.
 
  **ARTICLE
11**
 **REDEMPTION
OF SECURITIES**
 
  **Section
      11.1.**
    **Applicability
      of Article.**
 
 Redemption
of Securities of any series at the option of the Company as permitted or
required by the terms of such Securities shall be made in accordance with the
terms of such Securities and (except as otherwise provided herein or pursuant
hereto) this Article.
 
 
 75
 
  **Section
      11.2.**
    **Election
      to Redeem; Notice to Trustee.******
 
 The
election of the Company to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of the
Company of (a) less than all of the Securities of any series or (b) all of the
Securities of any series, with the same issue date, interest rate or formula,
Stated Maturity and other terms, the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed. In any case,
failure duly to give notice in any manner provided in this Indenture, or any
defect in the notice, to the Holder of any Security of a series designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security of such series.
 
  **Section
      11.3.**
    **Selection
      by Trustee of Securities to be
Redeemed.**
 
 If less
than all of the Securities of any series with the same issue date, interest rate
or formula, Stated Maturity and other terms are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee from the Outstanding Securities of such series
not previously called for redemption, by lot or, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions of the principal amount of Registered Securities of such
series (but in any event in compliance with the requirements of the principal
national securities exchange, if any, on which the securities of such series are
listed); provided, however, that no such partial redemption shall reduce the
portion of the principal amount of a Registered Security of such series not
redeemed to less than the minimum denomination for a Security of such series
established herein or pursuant hereto.
 
 The
Trustee shall promptly notify the Company and the Security Registrar (if other
than itself) in writing of the Securities selected for redemption and, in the
case of any Securities selected for partial redemption, the principal amount
thereof to be redeemed.
 
 For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Securities redeemed or to be redeemed only in part, to the portion of the
principal of such Securities which has been or is to be redeemed. Unless
otherwise specified in or pursuant to this Indenture or the Securities of any
series, if any Security selected for partial redemption is converted into other
securities of the Company or exchanged for securities of another issuer in part
before termination of the conversion or exchange right with respect to the
portion of the Security so selected, the converted portion of such Security
shall be deemed (so far as may be) to be the portion selected for redemption.
Securities which have been converted or exchanged during a selection of
Securities to be redeemed shall be treated by the Trustee as Outstanding for the
purpose of such selection.
 
  **Section
      11.4.**
    **Notice
      of Redemption.**
 
 Notice of
redemption shall be given to all Holders in the manner provided in Section 1.6,
not less than 30 nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified in the Securities to be redeemed, to the Holders of
Securities to be redeemed. Failure to give notice by mailing in the manner
herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.
 
 
 76
 
 Any
notice that is mailed to the Holder of any Registered Securities in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not such Holder receives the notice.
 
 All
notices of redemption shall state:
 
 (1)  the
Redemption Date,
 
 (2)  the
Redemption Price,
 
 (3)  if less
than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amount) of
the particular Security or Securities to be redeemed,
 
 (4)  in case
any Security is to be redeemed in part only, the notice which relates to such
Security shall state that on and after the Redemption Date, upon surrender of
such Security, the Holder of such Security will receive, without charge, a new
Security or Securities of authorized denominations for the principal amount
thereof remaining unredeemed,
 
 (5)  that, on
the Redemption Date, the Redemption Price shall become due and payable upon each
such Security or portion thereof to be redeemed, and, if applicable, that
interest thereon shall cease to accrue on and after said date,
 
 (6)  the place
or places where such Securities, together (in the case of Bearer Securities)
with all Coupons appertaining thereto, if any, maturing after the Redemption
Date, are to be surrendered for payment of the Redemption Price and any accrued
interest and Additional Amounts pertaining thereto,
 
 (7)  that the
redemption is for a sinking fund, if such is the case,
 
 (8)  that,
unless otherwise specified in such notice, Bearer Securities of any series, if
any, surrendered for redemption must be accompanied by all Coupons maturing
subsequent to the date fixed for redemption or the amount of any such missing
Coupon or Coupons will be deducted from the Redemption Price, unless security or
indemnity satisfactory to the Company, the Trustee and any Paying Agent is
furnished,
 
 (9)  if Bearer
Securities of any series are to be redeemed and no Registered Securities of such
series are to be redeemed, and if such Bearer Securities may be exchanged for
Registered Securities not subject to redemption on the Redemption Date pursuant
to Section 3.5 or otherwise, the last date, as determined by the Company, on
which such exchanges may be made,
 
 
 77
 
 (10)  in the
case of Securities of any series that are convertible into Common Stock of the
Company or convertible or exchangeable for other securities, the conversion or
exchange price or rate, the date or dates on which the right to convert or
exchange the principal of the Securities of such series to be redeemed will
commence or terminate and the place or places where such Securities may be
surrendered for conversion or exchange, and
 
 (11)  the CUSIP
number or the Euroclear or the Clearstream Luxembourg ISN reference numbers of
such Securities, if any (or any other numbers used by a Depositary to identify
such Securities).
 
 A notice
of redemption published as contemplated by Section 1.6 need not identify
particular Registered Securities to be redeemed.
 
 Notice of
redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name
and at the expense of the Company.
 
  **Section
      11.5.**
    **Deposit
      of Redemption Price.******
 
 On or
prior to 10:00 A.M., New York City time on any Redemption Date, the Company
shall deposit, with respect to the Securities of any series called for
redemption pursuant to Section 11.4, with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent, segregate and hold in
trust as provided in Section 10.3) an amount of money in immediately available
funds in the applicable Currency sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date, unless
otherwise specified pursuant to Section 3.1 or in the Securities of such series)
any accrued interest on and Additional Amounts with respect thereto, all such
Securities or portions thereof which are to be redeemed on that date.
 
  **Section
      11.6.**
    **Securities
      Payable on Redemption Date.******
 
 Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest and the Coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with any accrued interest
and Additional Amounts to the Redemption Date; provided, however, that, except
as otherwise provided in or pursuant to this Indenture or the Bearer Securities
of such series, installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only upon
presentation and surrender of Coupons for such interest (at an Office or Agency
located outside the United States except as otherwise provided in Section 10.2),
and provided, further, that, except as otherwise specified in or pursuant to
this Indenture or the Registered Securities of such series, installments of
interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
Regular Record Dates therefor according to their terms and the provisions of
Section 3.7.
 
 
 78
 
 If any
Bearer Security surrendered for redemption shall not be accompanied by all
appurtenant Coupons maturing after the Redemption Date, such Security may be
paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing Coupons, or the surrender of such missing Coupon or
Coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender
to the Trustee or any Paying Agent any such missing Coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; provided, however, that any interest
or Additional Amounts represented by Coupons shall be payable only upon
presentation and surrender of those Coupons at an Office or Agency for such
Security located outside of the United States except as otherwise provided in
Section 10.2.
 
 If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium, until paid, shall bear interest from
the Redemption Date at the rate prescribed therefor in the Security.
 
  **Section
      11.7.**
    **Securities
      Redeemed in Part.******
 
 Any
Registered Security which is to be redeemed only in part shall be surrendered at
any Office or Agency for such Security (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
reasonably satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Registered Security or Securities of the
same series, containing identical terms and provisions, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered. If a Security in global form is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the U.S. Depositary
or other Depositary for such Security in global form as shall be specified in
the Company Order with respect thereto to the Trustee, without service charge, a
new Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so
surrendered.
 
  **ARTICLE
12**
 **SINKING
FUNDS**
 
  **Section
      12.1.**
    **Applicability
      of Article.******
 
 The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of a series, except as otherwise permitted or required
in or pursuant to this Indenture or any Security of such series issued pursuant
to this Indenture.
 
 
 79
 
 The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of Securities of such series is herein referred to as an “optional sinking
fund payment”. If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.2. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series and this Indenture.
 
  **Section
      12.2.**
    **Satisfaction
      of Sinking Fund Payments with
Securities.**
 
 The
Company may, in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of any series to be made pursuant to the terms of such
Securities (1) deliver Outstanding Securities of such series (other than any of
such Securities previously called for redemption or any of such Securities in
respect of which cash shall have been released to the Company), together in the
case of any Bearer Securities of such series with all unmatured Coupons
appertaining thereto, and (2) apply as a credit Securities of such series which
have been redeemed either at the election of the Company pursuant to the terms
of such series of Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, provided that
such series of Securities have not been previously so credited. Such Securities
shall be received and credited for such purpose by the Trustee at the Redemption
Price specified in such Securities for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly. If, as a result of the delivery or credit of Securities of any
series in lieu of cash payments pursuant to this Section 12.2, the principal
amount of Securities of such series to be redeemed in order to satisfy the
remaining sinking fund payment shall be less than $100,000, the Trustee need not
call Securities of such series for redemption, except upon Company Request, and
such cash payment shall be held by the Trustee or a Paying Agent and applied to
the next succeeding sinking fund payment, provided, however, that the Trustee or
such Paying Agent shall at the request of the Company from time to time pay over
and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon delivery by the Company to the Trustee of Securities of that
series purchased by the Company having an unpaid principal amount equal to the
cash payment requested to be released to the Company.
 
  **Section
      12.3.**
    **Redemption
      of Securities for Sinking Fund.******
 
 Not less
than 75 days prior to each sinking fund payment date for any series of
Securities, the Company shall deliver to the Trustee an Officer’s Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting of Securities of that
series pursuant to Section 12.2, and the optional amount, if any, to be added in
cash to the next ensuing mandatory sinking fund payment, and will also deliver
to the Trustee any Securities to be so credited and not theretofore delivered.
If such Officer’s Certificate shall specify an optional amount to be added in
cash to the next ensuing mandatory sinking fund payment, the Company shall
thereupon be obligated to pay the amount therein specified. Not less than 60
days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 11.3 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 11.4. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
11.5, 11.6 and Section 11.7.
 
 
 80
 
  **ARTICLE
13**
 **REPAYMENT
AT THE OPTION OF HOLDERS**
 
  **Section
      13.1.**
    **Applicability
      of Article.******
 
 Securities
of any series which are repayable at the option of the Holders thereof before
their Stated Maturity shall be repaid in accordance with the terms of the
Securities of such series. The repayment of any principal amount of Securities
pursuant to such option of the Holder to require repayment of Securities before
their Stated Maturity, for purposes of Section 3.9, shall not operate as a
payment, redemption or satisfaction of the Indebtedness represented by such
Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee with a directive that such Securities be
cancelled. Notwithstanding anything to the contrary contained in this Section
13.1, in connection with any repayment of Securities, the Company may arrange
for the purchase of any Securities by an agreement with one or more investment
bankers or other purchasers to purchase such Securities by paying to the Holders
of such Securities on or before the close of business on the repayment date an
amount not less than the repayment price payable by the Company on repayment of
such Securities, and the obligation of the Company to pay the repayment price of
such Securities shall be satisfied and discharged to the extent such payment is
so paid by such purchasers.
 
  **ARTICLE
14**
 **SECURITIES
IN FOREIGN CURRENCIES**
 
  **Section
      14.1.**
    **Applicability
      of Article.******
 
 Whenever
this Indenture provides for (i) any action by, or the determination of any of
the rights of, Holders of Securities of any series in which not all of such
Securities are denominated in the same Currency, or (ii) any distribution to
Holders of Securities, in the absence of any provision to the contrary in the
form of Security of any particular series or pursuant to this Indenture or the
Securities, any amount in respect of any Security denominated in a Currency
other than Dollars shall be treated for any such action or distribution as that
amount of Dollars that could be obtained for such amount on such reasonable
basis of exchange and as of the record date with respect to Registered
Securities of such series (if any) for such action, determination of rights or
distribution (or, if there shall be no applicable record date, such other date
reasonably proximate to the date of such action, determination of rights or
distribution) as the Company may specify in a written notice to the Trustee.
Such notice from the Company to the Trustee shall specify such record date,
shall identify the exchange rate as of such date, and shall calculate the amount
payable based on such exchange rate. The Trustee shall be entitled to rely on
the information in such notice without having to make independent inquiry.
 
 
 81
 
  **ARTICLE
15**
 **MEETINGS
OF HOLDERS OF SECURITIES**
 
  **Section
      15.1.**
    **Purposes
      for Which Meetings May Be Called.******
 
 A meeting
of Holders of Securities of any series may be called at any time and from time
to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other Act provided by this
Indenture to be made, given or taken by Holders of Securities of such series.
 
  **Section
      15.2.**
    **Call,
      Notice and Place of Meetings.******
 
 (1)  The
Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 15.1, to be held at such time and at such
place in the Borough of Manhattan, The City of New York, or, if Securities of
such series have been issued in whole or in part as Bearer Securities, in London
or in such place outside the United States as the Trustee shall determine.
Notice of every meeting of Holders of Securities of any series, setting forth
the time and the place of such meeting and in general terms the action proposed
to be taken at such meeting, shall be given, in the manner provided in Section
1.6, not less than 21 nor more than 180 days prior to the date fixed for the
meeting.
 
 (2)  In case
at any time the Company (by or pursuant to a Board Resolution) or the Holders of
at least 10% in principal amount of the Outstanding Securities of any series
shall have requested the Trustee to call a meeting of the Holders of Securities
of such series for any purpose specified in Section 15.1, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed notice of or made the first
publication of the notice of such meeting within 21 days after receipt of such
request (whichever shall be required pursuant to Section 1.6) or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, The City of New York, or, if Securities of such series are
to be issued as Bearer Securities, in London for such meeting and may call such
meeting for such purposes by giving notice thereof as provided in clause (1) of
this Section.
 
  **Section
      15.3.**
    **Persons
      Entitled to Vote at Meetings.******
 
 To be
entitled to vote at any meeting of Holders of Securities of any series, a Person
shall be (1) a Holder of one or more Outstanding Securities of such series, or
(2) a Person appointed by an instrument in writing as proxy for a Holder or
Holders of one or more Outstanding Securities of such series by such Holder or
Holders. The only Persons who shall be entitled to be present or to speak at any
meeting of Holders of Securities of any series shall be the Persons entitled to
vote at such meeting and their counsel and financial and other advisors, any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.
 
 
 82
 
  **Section
      15.4.**
    **Quorum;
      Action.******
 
 The
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of a series shall constitute a quorum for any meeting of Holders of
Securities of such series. In the absence of a quorum within 30 minutes after
the time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be dissolved. In any other case
the meeting may be adjourned for a period of not less than 10 days as determined
by the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any reconvened meeting, such reconvened meeting may be
further adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such reconvened meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 15.2(1), except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.
 
 Except as
limited by the proviso to Section 9.2, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may
be adopted only by the affirmative vote of the Holders of a majority in
principal amount of the Outstanding Securities of that series; provided,
however, that, except as limited by the proviso to Section 9.2, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other Act which this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of such
series.
 
 Any
resolution passed or decision taken at any meeting of Holders of Securities of
any series duly held in accordance with this Section shall be binding on all the
Holders of Securities of such series and the Coupons appertaining thereto,
whether or not such Holders were present or represented at the meeting.
 
  **Section
      15.5.**
    **Determination
      of Voting Rights; Conduct and Adjournment of
      Meetings.******
 
 (1)  Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities of
such series in regard to proof of the holding of Securities of such series and
of the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding of Securities shall
be proved in the manner specified in Section 1.4 and the appointment of any
proxy shall be proved in the manner specified in Section 1.4 or by having the
signature of the person executing the proxy witnessed or guaranteed by any trust
company, bank or banker authorized by Section 1.4 to certify to the holding of
Bearer Securities. Such regulations may provide that written instruments
appointing proxies, regular on their face, may be presumed valid and genuine
without the proof specified in Section 1.4 or other proof.
 
 
 83
 
 (2)  The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
of Securities as provided in Section 15.2(2), in which case the Company or the
Holders of Securities of the series calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities of
such series represented at the meeting.
 
 (3)  At any
meeting, each Holder of a Security of such series or proxy shall be entitled to
one vote for each $1,000 principal amount of Securities (or face amount in the
case of Original Discount Securities) of such series held or represented by him;
provided, however, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not Outstanding and ruled by the chairman
of the meeting to be not Outstanding. The chairman of the meeting shall have no
right to vote, except as a Holder of a Security of such series or proxy.
 
 (4)  Any
meeting of Holders of Securities of any series duly called pursuant to Section
15.2 at which a quorum is present may be adjourned from time to time by Persons
entitled to vote a majority in principal amount of the Outstanding Securities of
such series represented at the meeting; and the meeting may be held as so
adjourned without further notice.
 
  **Section
      15.6.**
    **Counting
      Votes and Recording Action of Meetings.******
  The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by proxy
and the principal amounts and serial numbers of the Outstanding Securities of
such series held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in triplicate of all
votes cast at the meeting. A record, at least in triplicate, of the proceedings
of each meeting of Holders of Securities of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was given as
provided in Section 15.2 and, if applicable, Section 15.4. Each copy shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Company, and another to
the Trustee to be preserved by the Trustee, the latter to have attached thereto
the ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.
 
 * * * *
*
 
 
   84
   
 IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed as of the day and year first above written.
 PMA
      CAPITAL CORPORATIONBy: /s/
      William E. Hitselberger
      William
      E. Hitselberger
      Senior Vice President,
      Chief Financial
      Officer and
      TreasurerU.S.
      BANK NATIONAL ASSOCIATION,
      as
      TrusteeBy: /s/
      Michael M. Hopkins
      Michael
      M. Hopkins
      Vice
      President
 
   
   
 
 
 
 STATEOF
    ))
    ss.:COUNTY
      OF
    )
 
 On the  day of  , 2004
before me personally came  , to me
known, who, being by me duly sworn, did depose and say that s/he is the  of PMA
Capital Corporation, the corporation described in and which executed the
foregoing instrument; and that s/he signed his/her name thereto by authority of
the Board of Directors of such corporation.
 
 
 
 
 
 ____________________________________
 Notary
Public
 
 
 [NOTARIAL
SEAL APPEARS HERE]
 STATEOF
    ))
    ss.:COUNTY
      OF
    )
 
 On the  day of  , 2004
before me personally came  , to me
known, who, being by me duly sworn, did depose and say that s/he is the  of U.S.
Bank National Association, the corporation described in and which executed the
foregoing instrument; and that s/he signed his/her name thereto by authority of
the Board of Directors of such corporation.
 
 
 
 
 
 ____________________________________
 Notary
Public
 
 
 [NOTARIAL
SEAL APPEARS HERE]