FORM OF SUBORDINATED INDENTURE

	 

	 
		RENAISSANCERE FINANCE INC.,
		Issuer
	 

	 
		And
	 

	 
		RENAISSANCERE HOLDINGS LTD.,
		GUARANTOR
	 

	 
		To
	 

	 
		DEUTSCHE BANK TRUST COMPANY AMERICAS,
		Trustee
	 

	 
		INDENTURE
	 

	 
		Dated as of _____________,
		2007
	 

	 
		Subordinated Debt Securities
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Reconciliation and tie between

	 

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

	 
		Indenture
	 

	 
		 
	 

	 
			
				
				  Trust Indenture Act
				  Section
				

			 	
				
				   
				

			 	
				
				  Indenture Section
				

			 
	
				
				  §§ 310(a)(1)
				

			 	
				
				   
				

			 	
				
				  6.7
				

			 
	
				
				  (a)(2) 6.7 (b)
				

			 	
				
				   
				

			 	
				
				  6.8
				

			 
	
				
				  §§. 312(a) 
				

			 	
				
				   
				

			 	
				
				  7.1
				

			 
	
				
				  (b) 
				

			 	
				
				   
				

			 	
				
				  7.2
				

			 
	
				
				  (c) 
				

			 	
				
				   
				

			 	
				
				  7.2
				

			 
	
				
				  §§. 313(a) 
				

			 	
				
				   
				

			 	
				
				  7.3
				

			 
	
				
				  (b)(2) 
				

			 	
				
				   
				

			 	
				
				  7.3
				

			 
	
				
				  (c) 
				

			 	
				
				   
				

			 	
				
				  7.3
				

			 
	
				
				  (d) 
				

			 	
				
				   
				

			 	
				
				  7.3
				

			 
	
				
				  §§. 314(a) 
				

			 	
				
				   
				

			 	
				
				  7.4
				

			 
	
				
				  (c)(1) 
				

			 	
				
				   
				

			 	
				
				  1.2
				

			 
	
				
				  (c)(2) 
				

			 	
				
				   
				

			 	
				
				  1.2
				

			 
	
				
				  (e) 
				

			 	
				
				   
				

			 	
				
				  1.2
				

			 
	
				
				  (f)
				

			 	
				
				   
				

			 	
				
				  1.2
				

			 
	
				
				  §§. 316(a) (last
				  sentence)
				

			 	
				
				   
				

			 	
				
				  1.1
				

			 
	
				
				  (a)(1)(A) 
				

			 	
				
				   
				

			 	
				
				  5.2, 5.12
				

			 
	
				
				  (a)(1)(B)
				

			 	
				
				   
				

			 	
				
				  5.13
				

			 
	
				
				  (b) 
				

			 	
				
				   
				

			 	
				
				  5.8
				

			 
	
				
				  §§. 317(a)(1)
				

			 	
				
				   
				

			 	
				
				  5.3
				

			 
	
				
				  (a)(2) 
				

			 	
				
				   
				

			 	
				
				  5.4
				

			 
	
				
				  (b) 
				

			 	
				
				   
				

			 	
				
				  10.3
				

			 
	
				
				  §§. 318(a)
				

			 	
				
				   
				

			 	
				
				  1.8
				

			 

 

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

	 
		 
	 

	 
		 
	 

	 
		i
	 

	 
		 
	 




	 
	 

	 

	 
		TABLE OF CONTENTS
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  Article 1
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  DEFINITIONS AND OTHER PROVISIONS OF
				  GENERAL APPLICATION
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 1.1
				

			 	
				
				  Definitions
				

			 	
				
				   
				

			 	
				
				  1
				

			 
	
				
				  Section 1.2
				

			 	
				
				  Compliance Certificates and
				  Opinions
				

			 	
				
				   
				

			 	
				
				  12
				

			 
	
				
				  Section 1.3
				

			 	
				
				  Form of Documents Delivered to
				  Trustee
				

			 	
				
				   
				

			 	
				
				  12
				

			 
	
				
				  Section 1.4
				

			 	
				
				  Acts of Holders
				

			 	
				
				   
				

			 	
				
				  13
				

			 
	
				
				  Section 1.5
				

			 	
				
				  Notices, etc.
				

			 	
				
				   
				

			 	
				
				  15
				

			 
	
				
				  Section 1.6
				

			 	
				
				  Notice to Holders of Securities;
				  Waiver
				

			 	
				
				   
				

			 	
				
				  15
				

			 
	
				
				  Section 1.7
				

			 	
				
				  Language of Notices
				

			 	
				
				   
				

			 	
				
				  16
				

			 
	
				
				  Section 1.8
				

			 	
				
				  Conflict with Trust Indenture
				  Act
				

			 	
				
				   
				

			 	
				
				  16
				

			 
	
				
				  Section 1.9
				

			 	
				
				  Effect of Headings and Table of
				  Contents
				

			 	
				
				   
				

			 	
				
				  17
				

			 
	
				
				  Section 1.10
				

			 	
				
				  Successors and Assigns
				

			 	
				
				   
				

			 	
				
				  17
				

			 
	
				
				  Section 1.11
				

			 	
				
				  Separability Clause
				

			 	
				
				   
				

			 	
				
				  17
				

			 
	
				
				  Section 1.12
				

			 	
				
				  Benefits of Indenture
				

			 	
				
				   
				

			 	
				
				  17
				

			 
	
				
				  Section 1.13
				

			 	
				
				  Governing Law
				

			 	
				
				   
				

			 	
				
				  17
				

			 
	
				
				  Section 1.14
				

			 	
				
				  Legal Holidays
				

			 	
				
				   
				

			 	
				
				  17
				

			 
	
				
				  Section 1.15
				

			 	
				
				  Counterparts
				

			 	
				
				   
				

			 	
				
				  18
				

			 
	
				
				  Section 1.16
				

			 	
				
				  Judgment Currency
				

			 	
				
				   
				

			 	
				
				  18
				

			 
	
				
				  Section 1.17
				

			 	
				
				  No Security Interest Created
				

			 	
				
				   
				

			 	
				
				  18
				

			 
	
				
				  Section 1.18
				

			 	
				
				  Limitation on Individual
				  Liability
				

			 	
				
				   
				

			 	
				
				  18
				

			 
	
				
				  Section 1.19
				

			 	
				
				  Submission to Jurisdiction
				

			 	
				
				   
				

			 	
				
				  19
				

			 
	
				
				   
				

			 	
				
				  Article 2
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  SECURITIES FORMS
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 2.1
				

			 	
				
				  Forms Generally
				

			 	
				
				   
				

			 	
				
				  20
				

			 
	
				
				  Section 2.2
				

			 	
				
				  Form of Trustee’s Certificate
				  of Authentication
				

			 	
				
				   
				

			 	
				
				  20
				

			 
	
				
				  Section 2.3
				

			 	
				
				  Securities in Global Form
				

			 	
				
				   
				

			 	
				
				  20
				

			 
	
				
				   
				

			 	
				
				  Article 3
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  THE SECURITIES
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 3.1
				

			 	
				
				  Amount Unlimited; Issuable in
				  Series
				

			 	
				
				   
				

			 	
				
				  21
				

			 
	
				
				  Section 3.2
				

			 	
				
				  Currency; Denominations
				

			 	
				
				   
				

			 	
				
				  25
				

			 
	
				
				  Section 3.3
				

			 	
				
				  Execution, Authentication, Delivery
				  and Dating
				

			 	
				
				   
				

			 	
				
				  26
				

			 
	
				
				  Section 3.4
				

			 	
				
				  Temporary Securities
				

			 	
				
				   
				

			 	
				
				  28
				

			 
	
				
				  Section 3.5
				

			 	
				
				  Registration, Transfer and
				  Exchange
				

			 	
				
				   
				

			 	
				
				  28
				

			 
	
				
				  Section 3.6
				

			 	
				
				  Mutilated, Destroyed, Lost and
				  Stolen Securities
				

			 	
				
				   
				

			 	
				
				  32
				

			 
	
				
				  Section 3.7
				

			 	
				
				  Payment of Interest and Certain
				  Additional Amounts; Rights to Interest and Certain Additional Amounts
				  Preserved
				

			 	
				
				   
				

			 	
				
				  33
				

			 
	
				
				  Section 3.8
				

			 	
				
				  Persons Deemed Owners
				

			 	
				
				   
				

			 	
				
				  35
				

			 
	
				
				  Section 3.9
				

			 	
				
				  Cancellation
				

			 	
				
				   
				

			 	
				
				  35
				

			 
	
				
				  Section 3.10
				

			 	
				
				  Computation of Interest
				

			 	
				
				   
				

			 	
				
				  35
				

			 
	
				
				  Section 3.11
				

			 	
				
				  CUSIP Numbers
				

			 	
				
				   
				

			 	
				
				  36
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		ii
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  Article 4
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  SATISFACTION AND DISCHARGE OF
				  INDENTURE
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 4.1
				

			 	
				
				  Satisfaction and Discharge
				

			 	
				
				   
				

			 	
				
				  36
				

			 
	
				
				  Section 4.2
				

			 	
				
				  Defeasance and Covenant
				  Defeasance
				

			 	
				
				   
				

			 	
				
				  37
				

			 
	
				
				  Section 4.3
				

			 	
				
				  Application of Trust Money
				

			 	
				
				   
				

			 	
				
				  42
				

			 
	
				
				   
				

			 	
				
				  Article 5
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  REMEDIES
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 5.1
				

			 	
				
				  Events of Default
				

			 	
				
				   
				

			 	
				
				  42
				

			 
	
				
				  Section 5.2
				

			 	
				
				  Acceleration of Maturity; Rescission
				  and Annulment
				

			 	
				
				   
				

			 	
				
				  44
				

			 
	
				
				  Section 5.3
				

			 	
				
				  Collection of Indebtedness and Suits
				  for Enforcement by Trustee
				

			 	
				
				   
				

			 	
				
				  45
				

			 
	
				
				  Section 5.4
				

			 	
				
				  Trustee May File Proofs of
				  Claim
				

			 	
				
				   
				

			 	
				
				  46
				

			 
	
				
				  Section 5.5
				

			 	
				
				  Trustee May Enforce Claims without
				  Possession of Securities or Coupons
				

			 	
				
				   
				

			 	
				
				  47
				

			 
	
				
				  Section 5.6
				

			 	
				
				  Application of Money
				  Collected
				

			 	
				
				   
				

			 	
				
				  47
				

			 
	
				
				  Section 5.7
				

			 	
				
				  Limitations on Suits
				

			 	
				
				   
				

			 	
				
				  48
				

			 
	
				
				  Section 5.8
				

			 	
				
				  Unconditional Right of Holders to
				  Receive Principal and any Premium, Interest and Additional Amounts
				

			 	
				
				   
				

			 	
				
				  48
				

			 
	
				
				  Section 5.9
				

			 	
				
				  Restoration of Rights and
				  Remedies
				

			 	
				
				   
				

			 	
				
				  49
				

			 
	
				
				  Section 5.10
				

			 	
				
				  Rights and Remedies
				  Cumulative
				

			 	
				
				   
				

			 	
				
				  49
				

			 
	
				
				  Section 5.11
				

			 	
				
				  Delay or Omission Not Waiver
				

			 	
				
				   
				

			 	
				
				  49
				

			 
	
				
				  Section 5.12
				

			 	
				
				  Control by Holders of
				  Securities
				

			 	
				
				   
				

			 	
				
				  49
				

			 
	
				
				  Section 5.13
				

			 	
				
				  Waiver of Past Defaults
				

			 	
				
				   
				

			 	
				
				  50
				

			 
	
				
				  Section 5.14
				

			 	
				
				  Waiver of Usury, Stay or Extension
				  Laws
				

			 	
				
				   
				

			 	
				
				  50
				

			 
	
				
				  Section 5.15
				

			 	
				
				  Undertaking for Costs
				

			 	
				
				   
				

			 	
				
				  50
				

			 
	
				
				   
				

			 	
				
				  Article 6
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  THE TRUSTEE
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 6.1
				

			 	
				
				  Certain Rights of Trustee
				

			 	
				
				   
				

			 	
				
				  51
				

			 
	
				
				  Section 6.2
				

			 	
				
				  Notice of Defaults
				

			 	
				
				   
				

			 	
				
				  53
				

			 
	
				
				  Section 6.3
				

			 	
				
				  Not Responsible for Recitals or
				  Issuance of Securities
				

			 	
				
				   
				

			 	
				
				  53
				

			 
	
				
				  Section 6.4
				

			 	
				
				  May Hold Securities
				

			 	
				
				   
				

			 	
				
				  53
				

			 
	
				
				  Section 6.5
				

			 	
				
				  Money Held in Trust
				

			 	
				
				   
				

			 	
				
				  54
				

			 
	
				
				  Section 6.6
				

			 	
				
				  Compensation and
				  Reimbursement
				

			 	
				
				   
				

			 	
				
				  54
				

			 
	
				
				  Section 6.7
				

			 	
				
				  Corporate Trustee Required;
				  Eligibility
				

			 	
				
				   
				

			 	
				
				  55
				

			 
	
				
				  Section 6.8
				

			 	
				
				  Resignation and Removal; Appointment
				  of Successor
				

			 	
				
				   
				

			 	
				
				  55
				

			 
	
				
				  Section 6.9
				

			 	
				
				  Acceptance of Appointment by
				  Successor
				

			 	
				
				   
				

			 	
				
				  56
				

			 
	
				
				  Section 6.10
				

			 	
				
				  Merger, Conversion, Consolidation or
				  Succession to Business
				

			 	
				
				   
				

			 	
				
				  58
				

			 
	
				
				  Section 6.11
				

			 	
				
				  Appointment of Authenticating
				  Agent
				

			 	
				
				   
				

			 	
				
				  58
				

			 
	
				
				   
				

			 	
				
				  Article 7
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  HOLDERS LISTS AND REPORTS BY TRUSTEE
				  AND COMPANY
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 7.1
				

			 	
				
				  Company to Furnish Trustee Names and
				  Addresses of Holders
				

			 	
				
				   
				

			 	
				
				  60
				

			 
	
				
				  Section 7.2
				

			 	
				
				  Preservation of Information;
				  Communications to Holders
				

			 	
				
				   
				

			 	
				
				  60
				

			 
	
				
				  Section 7.3
				

			 	
				
				  Reports by Trustee
				

			 	
				
				   
				

			 	
				
				  60
				

			 
	
				
				  Section 7.4
				

			 	
				
				  Reports by Company
				

			 	
				
				   
				

			 	
				
				  61
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		iii
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  Article 8
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  CONSOLIDATION, AMALGAMATIONS, MERGER
				  AND SALES
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 8.1
				

			 	
				
				  Company May Consolidate, Etc., Only
				  on Certain Terms
				

			 	
				
				   
				

			 	
				
				  61
				

			 
	
				
				  Section 8.2
				

			 	
				
				  Successor Person Substituted for
				  Company
				

			 	
				
				   
				

			 	
				
				  62
				

			 
	
				
				   
				

			 	
				
				  Article 9
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  SUPPLEMENTAL INDENTURES
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 9.1
				

			 	
				
				  Supplemental Indentures without
				  Consent of Holders
				

			 	
				
				   
				

			 	
				
				  64
				

			 
	
				
				  Section 9.2
				

			 	
				
				  Supplemental Indentures with Consent
				  of Holders
				

			 	
				
				   
				

			 	
				
				  65
				

			 
	
				
				  Section 9.3
				

			 	
				
				  Execution of Supplemental
				  Indentures
				

			 	
				
				   
				

			 	
				
				  66
				

			 
	
				
				  Section 9.4
				

			 	
				
				  Effect of Supplemental
				  Indentures
				

			 	
				
				   
				

			 	
				
				  67
				

			 
	
				
				  Section 9.5
				

			 	
				
				  Reference in Securities to
				  Supplemental Indentures
				

			 	
				
				   
				

			 	
				
				  67
				

			 
	
				
				  Section 9.6
				

			 	
				
				  Conformity with Trust Indenture
				  Act
				

			 	
				
				   
				

			 	
				
				  67
				

			 
	
				
				  Section 9.7
				

			 	
				
				  Effect on Senior Indebtedness

				

			 	
				
				   
				

			 	
				
				  67
				

			 
	
				
				  Section 9.8
				

			 	
				
				  Notice of Supplemental
				  Indenture
				

			 	
				
				   
				

			 	
				
				  67
				

			 
	
				
				   
				

			 	
				
				  Article 10
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  COVENANTS
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 10.1
				

			 	
				
				  Payment of Principal, any Premium,
				  Interest and Additional Amounts
				

			 	
				
				   
				

			 	
				
				  67
				

			 
	
				
				  Section 10.2
				

			 	
				
				  Maintenance of Office or
				  Agency
				

			 	
				
				   
				

			 	
				
				  68
				

			 
	
				
				  Section 10.3
				

			 	
				
				  Money for Securities Payments to Be
				  Held in Trust
				

			 	
				
				   
				

			 	
				
				  69
				

			 
	
				
				  Section 10.4
				

			 	
				
				  Additional Amounts
				

			 	
				
				   
				

			 	
				
				  70
				

			 
	
				
				  Section 10.5
				

			 	
				
				  Corporate Existence
				

			 	
				
				   
				

			 	
				
				  72
				

			 
	
				
				  Section 10.6
				

			 	
				
				  Waiver of Certain Covenants
				

			 	
				
				   
				

			 	
				
				  73
				

			 
	
				
				  Section 10.7
				

			 	
				
				  Company Statement as to Compliance;
				  Notice of Certain Defaults
				

			 	
				
				   
				

			 	
				
				  73
				

			 
	
				
				  Section 10.8
				

			 	
				
				  Calculation of Original Issue
				  Discount
				

			 	
				
				   
				

			 	
				
				  73
				

			 
	
				
				   
				

			 	
				
				  Article 11
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  REDEMPTION OF SECURITIES
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 11.1
				

			 	
				
				  Applicability of Article
				

			 	
				
				   
				

			 	
				
				  74
				

			 
	
				
				  Section 11.2
				

			 	
				
				  Election to Redeem; Notice to
				  Trustee
				

			 	
				
				   
				

			 	
				
				  74
				

			 
	
				
				  Section 11.3
				

			 	
				
				  Selection by Trustee of Securities
				  to be Redeemed
				

			 	
				
				   
				

			 	
				
				  74
				

			 
	
				
				  Section 11.4
				

			 	
				
				  Notice of Redemption
				

			 	
				
				   
				

			 	
				
				  75
				

			 
	
				
				  Section 11.5
				

			 	
				
				  Deposit of Redemption Price
				

			 	
				
				   
				

			 	
				
				  76
				

			 
	
				
				  Section 11.6
				

			 	
				
				  Securities Payable on Redemption
				  Date
				

			 	
				
				   
				

			 	
				
				  76
				

			 
	
				
				  Section 11.7
				

			 	
				
				  Securities Redeemed in Part
				

			 	
				
				   
				

			 	
				
				  77
				

			 
	
				
				   
				

			 	
				
				  Article 12
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  SINKING FUNDS
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 12.1
				

			 	
				
				  Applicability of Article
				

			 	
				
				   
				

			 	
				
				  78
				

			 
	
				
				  Section 12.2
				

			 	
				
				  Satisfaction of Sinking Fund
				  Payments with Securities
				

			 	
				
				   
				

			 	
				
				  78
				

			 
	
				
				  Section 12.3
				

			 	
				
				  Redemption of Securities for Sinking
				  Fund
				

			 	
				
				   
				

			 	
				
				  79
				

			 
	
				
				   
				

			 	
				
				  Article 13
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  REPAYMENT AT THE OPTION OF
				  HOLDERS
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 13.1
				

			 	
				
				  Applicability of Article
				

			 	
				
				   
				

			 	
				
				  79
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		iv
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  Article 14
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  SECURITIES IN FOREIGN
				  CURRENCIES
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 14.1
				

			 	
				
				  Applicability of Article.
				

			 	
				
				   
				

			 	
				
				  80
				

			 
	
				
				   
				

			 	
				
				  Article 15
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  MEETINGS OF HOLDERS OF
				  SECURITIES
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 15.1
				

			 	
				
				  Purposes for Which Meetings May Be
				  Called
				

			 	
				
				   
				

			 	
				
				  80
				

			 
	
				
				  Section 15.2
				

			 	
				
				  Call, Notice and Place of
				  Meetings
				

			 	
				
				   
				

			 	
				
				  80
				

			 
	
				
				  Section 15.3
				

			 	
				
				  Persons Entitled to Vote at
				  Meetings
				

			 	
				
				   
				

			 	
				
				  81
				

			 
	
				
				  Section 15.4
				

			 	
				
				  Quorum; Action
				

			 	
				
				   
				

			 	
				
				  81
				

			 
	
				
				  Section 15.5
				

			 	
				
				  Determination of Voting Rights;
				  Conduct and Adjournment of Meetings
				

			 	
				
				   
				

			 	
				
				  82
				

			 
	
				
				  Section 15.6
				

			 	
				
				  Counting Votes and Recording Action
				  of Meetings
				

			 	
				
				   
				

			 	
				
				  82
				

			 
	
				
				   
				

			 	
				
				  Article 16
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  SUBORDINATION OF SECURITIES
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Section 16.1
				

			 	
				
				  Agreement to Subordinate
				

			 	
				
				   
				

			 	
				
				  83
				

			 
	
				
				  Section 16.2
				

			 	
				
				  Default on Senior
				  Indebtedness
				

			 	
				
				   
				

			 	
				
				  84
				

			 
	
				
				  Section 16.3
				

			 	
				
				  Liquidation; Dissolution;
				  Bankruptcy
				

			 	
				
				   
				

			 	
				
				  84
				

			 
	
				
				  Section 16.4
				

			 	
				
				  Subrogation
				

			 	
				
				   
				

			 	
				
				  85
				

			 
	
				
				  Section 16.5
				

			 	
				
				  Trustee to Effectuate
				  Subordination
				

			 	
				
				   
				

			 	
				
				  86
				

			 
	
				
				  Section 16.6
				

			 	
				
				  Notice by the Company
				

			 	
				
				   
				

			 	
				
				  86
				

			 
	
				
				  Section 16.7
				

			 	
				
				  Rights of the Trustee; Holders of
				  Senior Indebtedness
				

			 	
				
				   
				

			 	
				
				  87
				

			 
	
				
				  Section 16.8
				

			 	
				
				  Subordination May Not Be
				  Impaired
				

			 	
				
				   
				

			 	
				
				  88
				

			 
	
				
				  Section 16.9
				

			 	
				
				  Application by Trustee of Assets
				  Deposited with It
				

			 	
				
				   
				

			 	
				
				  88
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		v
	 

	 
		 
	 



	 
	 

	 

	 
		INDENTURE, dated as of __________, 2007 (the
		“Indenture”), among RENAISSANCERE FINANCE INC., a corporation
		duly organized and existing under the laws of the State of Delaware
		(hereinafter called the “Company”),
		having its principal executive office located at 5080 Spectrum Drive, Suite 900
		East, Addison, Texas, 75001, RENAISSANCERE HOLDINGS LTD., a company duly
		organized and existing under the laws of Bermuda (hereinafter called the
		“Guarantor”), having its principal executive office located
		at Renaissance House, 8-20 East Broadway, Pembroke HM 19, Bermuda and DEUTSCHE
		BANK TRUST COMPANY AMERICAS, a New York banking corporation (hereinafter called
		the “Trustee”), having its Corporate Trust Office located at 60
		Wall Street, MS NYC 60-2515, New York, New York 10005.
	 

	 
		RECITALS
	 

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

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

	 
		For value received, the Guarantor has duly
		authorized the execution and delivery of this Indenture to provide for the
		issuance of the Guarantee and the indemnity provided for herein. All things
		necessary to make this Indenture a valid agreement of the Guarantor, 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 or the Guarantor in respect of certain taxes,
		assessments or other governmental charges imposed on Holders specified therein
		and which are owing to such Holders. 
	 

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

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

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

	 
		 
	 

	 
		 
	 

	 
		2
	 

	 
		 
	 



	 
	 

	 

	 
		same or in different newspapers in the same
		city meeting the foregoing requirements and in each case on any day that is a
		Business Day in the place of publication. 
	 

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

	 
		“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 or the
		Guarantor, as applicable, to have been duly adopted by the Board of Directors
		or the Guarantor’s Board of Directors, as the case may be, and to be in
		full force and effect on the date of such certification, delivered to the
		Trustee. 
	 

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

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

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

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

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

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

	 
		 
	 

	 
		 
	 

	 
		3
	 

	 
		 
	 



	 
	 

	 

	 
		“Company”
		means the Person named as the “Company” in the first paragraph of
		this instrument until a successor Person shall have become such pursuant to the
		applicable provisions of this Indenture, and thereafter “Company”
		shall mean such successor Person, and any other obligor upon the Securities.
		
	 

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

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

	 
		“Corporate Trust Office” means the principal corporate trust office of the
		Trustee at which at any particular time its corporate trust business shall be
		administered, which office at the date of original execution of this Indenture
		is located at located at Deutsche Bank Trust Company Americas, 60 Wall Street,
		MS NYC 60-2515, New York, New York 10005, Attention: Corporate Trust and Agency
		Services or at any other time at such other address as the Trustee may
		designate from time to time by notice to the parties hereto or at the principal
		corporate trust office of any successor trustee as to which such successor
		trustee may notify the parties hereto in writing. 
	 

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

	 
		“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.
	 

	 
		“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 
	 

	 
		 
	 

	 
		 
	 

	 
		4
	 

	 
		 
	 



	 
	 

	 

	 
		than the United States of America or by any
		recognized confederation or association of such governments. 
	 

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

	 
		“Guarantee”
		means the unconditional guarantee of payment of the principal of, any premium
		or interest (including Additional Interest, if any) on, and any Additional
		Amounts and Additional Sums with respect to the Securities by the Guarantor, as
		more fully set forth in Article 17.
	 

	 
		“Guarantor”
		means the Person named as the “Guarantor” 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 “Guarantor”
		shall mean each successor Person.
	 

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

	 
		“Guarantor’s Officer’s
		Certificate” means a certificate
		signed by the Chairman of the Guarantor’s Board of Directors, a Vice
		Chairman, the President, the Chief Financial Officer, the Chief Investment
		Officer, the Chief Accounting Officer, the General Counsel or the Secretary of
		the Guarantor, that complies with the requirements of Section 314(e) of the
		Trustee Indenture Act and is delivered to the Trustee.
	 

	 
		 
	 

	 
		 
	 

	 
		5
	 

	 
		 
	 



	 
	 

	 

	 
		“Guarantor Request” means a written request signed in the name of the
		Guarantor by the Chairman of the Guarantor’s Board of Directors, a Vice
		Chairman, the President, the Chief Financial Officer, the Chief Investment
		Officer, the Chief Accounting Officer, the General Counsel or the Secretary of
		the Guarantor, and delivered to the Trustee.
	 

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

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

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

	 
		“Independent Public Accountants” means accountants or a firm of accountants that,
		with respect to the Company, the Guarantor 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 the
		Guarantor 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 or upon acceleration
		pursuant to Section 5.2 may be more or less than the principal face amount
		thereof at original issuance. 
	 

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

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

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

	 

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

	 

	 
		“Lien” means
		any mortgage, pledge, lien, security interest or other encumbrance. 
	 

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

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

	 

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

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

	 
		“Opinion of Counsel” means a written opinion of counsel, who may be an
		employee of or counsel for the Company, the Guarantor 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. 
	 

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

	 
		 
	 

	 
		 
	 

	 
		7
	 

	 
		 
	 



	 
	 

	 

	 
		“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 or the Guarantor) in trust or set
				  aside and segregated in trust by the Company or the Guarantor (if the Company
				  shall act as its own, or authorize the Guarantor to act as, 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 or the Guarantor has effected defeasance pursuant to the
				  terms hereof, except to the extent provided in Section 4.2; 
				

			 

 

	 
			
				
				   
				

			 	
				
				  d.
				

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

			 

 

	 
			
				
				   
				

			 	
				
				  e.
				

			 	
				
				  any such Security converted or
				  exchanged as contemplated by this Indenture into Common Stock of the Company or
				  the Guarantor or other 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 any Indexed Security that may
		be counted in making such determination and that shall be deemed Outstanding
		for such purposes shall be equal to the principal amount of such Indexed
		Security at original issuance, unless otherwise provided in or pursuant to this
		Indenture or the related Series Authorization, and (ii) the principal amount of
		a Security denominated in a Foreign Currency shall be the Dollar equivalent,
		determined on the date of original issuance of such Security, of the principal
		amount (or, in the case of an Original Issue Discount Security, the Dollar
		equivalent on the date of original issuance of such Security of the then
		current principal amount) of such Security unless otherwise provided in or
		pursuant to this Indenture or the related Series Authorization, and (iii)
		Securities owned by the Company, the 
	 

	 
		 
	 

	 
		 
	 

	 
		8
	 

	 
		 
	 



	 
	 

	 

	 
		Guarantor or any other obligor upon the
		Securities or any Affiliate of the Company, the Guarantor or such other
		obligor, shall be disregarded and deemed not to be Outstanding, except that, in
		determining whether the Trustee shall be protected in making 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, the Guarantor or any other obligor upon
		the Securities or any Coupons appertaining thereto or an Affiliate of the
		Company, the Guarantor or such other obligor. 
	 

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

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

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

	 
		“Predecessor Security” of any particular Security means every previous
		Security evidencing all or a portion of the same Indebtedness as that evidenced
		by such particular Security; and, for the purposes of this definition, any
		Security authenticated and delivered under Section 3.6 in exchange for or in
		lieu of a lost, destroyed, mutilated or stolen Security or any Security to
		which a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed
		to evidence the same Indebtedness as the lost, destroyed, mutilated or stolen
		Security or the Security to which a mutilated, destroyed, lost or stolen Coupon
		appertains. 
	 

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

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

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

	 
		 
	 

	 
		 
	 

	 
		9
	 

	 
		 
	 



	 
	 

	 

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

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

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

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

	 

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

	 
		“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.
	 

	 
		“Senior Indebtedness” means, with respect to the Securities of any
		particular series, all Indebtedness of the Company outstanding at any time,
		except (a) the Securities of such series or any other Indebtedness ranking pari
		passu therewith, (b) Indebtedness as to which, by the terms of the instrument
		creating or evidencing the same, it is provided that such Indebtedness is
		subordinated to or pari passu with the Securities of such series, (c)
		Indebtedness of the Company to, or guaranteed on behalf of, a Subsidiary of the
		Company, or any officer, director or employee of the Company or any Subsidiary
		of the Company, (d) interest accruing after the filing of a petition initiating
		any proceeding relating to the Company referred to in Section 5.1(6) unless
		such interest is an allowed claim enforceable against the Company in a
		proceeding under federal or state bankruptcy laws, (e) trade accounts payable,
		(f) any liability for income, franchise, real estate or other taxes owed or
		owing and (g) any Indebtedness, including all other debt securities and
		guarantees in respect of those debt securities, initially issued to any trust,
		partnership or other entity affiliated with the Company which is a financing
		vehicle of the Company or any Affiliate of the Company in connection with the
		issuance by such entity of preferred securities or other securities which are
		similar to preferred securities that are guaranteed by the Company.
	 

	 
		 
	 

	 
		 
	 

	 
		10
	 

	 
		 
	 



	 
	 

	 

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

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

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

	 
		“Subordinated Debt Securities Guarantee
		Agreement” means the Subordinated
		Debt Securities Guarantee Agreement attached hereto as Exhibit A.
	 

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

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

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

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

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

	 
		 
	 

	 
		 
	 

	 
		11
	 

	 
		 
	 



	 
	 

	 

	 
		than one such Person, “U.S.
		Depository” or “Depository” shall mean, with respect to any
		Securities, the qualifying entity which has been appointed with respect to such
		Securities.
	 

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

	 
		Section 1.2 Compliance Certificates and Opinions. 
	 

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

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

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

	 
		(b) a brief statement as to the nature and
		scope of the examination or investigation upon which the statements or opinions
		contained in such certificate or opinion are based; 
	 

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

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

	 
		Section 1.3 Form of Documents Delivered to Trustee.
	 

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

	 
		Any certificate or opinion of an officer of
		the Company or the Guarantor may be based, insofar as it relates to legal
		matters, upon an Opinion of Counsel, provided that such 
	 

	 
		 
	 

	 
		 
	 

	 
		12
	 

	 
		 
	 



	 
	 

	 

	 
		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 or the Guarantor stating that the information with respect to
		such factual matters is in the possession of the Company or the Guarantor, as
		the case may be, provided that such counsel, after reasonable inquiry, has no
		reason to believe and does not believe that the certificate or opinion or
		representations with respect to such matters are erroneous.
	 

	 
		Where any Person is required to make, give
		or execute two or more applications, requests, consents, certificates,
		statements, opinions or other instruments under this Indenture or any Security,
		they may, but need not, be consolidated and form one instrument.
	 

	 
		Section 1.4 Acts of Holders.
	 

	 
		(1) Any request, demand, authorization,
		direction, notice, consent, waiver or other action provided by or pursuant to
		this Indenture to be given or taken by Holders may be embodied in and evidenced
		by one or more instruments of substantially similar tenor signed by such
		Holders in person or by an agent duly appointed in writing. If, but only if,
		Securities of a series are issuable as Bearer Securities, any request, demand,
		authorization, direction, notice, consent, waiver or other action provided in
		or pursuant to this Indenture or the related Series Authorization to be given
		or taken by Holders of Securities of such series may, alternatively, be
		embodied in and evidenced by the record of Holders of Securities of such series
		voting in favor thereof, either in person or by proxies duly appointed in
		writing, at any meeting of Holders of Securities of such series duly called and
		held in accordance with the provisions of Article 15, or a combination of such
		instruments and any such record. Except as herein otherwise expressly provided,
		such action shall become effective when such instrument or instruments or
		record or both are received by a Responsible Officer of the Trustee and, where
		it is hereby expressly required, by the Company or the Guarantor. 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, the Guarantor and any agent of the Trustee, the Company
		or the Guarantor, if made in the manner provided in this Section. The record of
		any meeting of Holders of Securities shall be proved in the manner provided in
		Section 15.6.
	 

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

	 
		 
	 

	 
		 
	 

	 
		13
	 

	 
		 
	 



	 
	 

	 

	 
		beneficial owners of interests in any such
		global Security through such U.S. Depository’s standing instructions and
		customary practices.
	 

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

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

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

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

	 
		(7) If the Company shall solicit from the
		Holders of any Registered Securities any request, demand, authorization,
		direction, notice, consent, waiver or other Act, the Company may at its option
		(but is not obligated to), by Board Resolution, fix in advance 
	 

	 
		 
	 

	 
		 
	 

	 
		14
	 

	 
		 
	 



	 
	 

	 

	 
		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.
	 

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

	 
		Section 1.5 Notices, etc.
	 

	 
		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 or the Guarantor 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 or the Guarantor 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 or the Guarantor.
	 

	 
		Section 1.6 Notice to Holders of Securities; Waiver.
	 

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

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

	 
		 
	 

	 
		 
	 

	 
		15
	 

	 
		 
	 



	 
	 

	 

	 
		later than the latest date, and not earlier
		than the earliest date, prescribed for the giving of such notice; and 
	 

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

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

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

	 
		Section 1.7 Language of Notices.
	 

	 
		Any request, demand, authorization,
		direction, notice, consent, election or waiver required or permitted under this
		Indenture shall be in the English language, except that, if the Company or the
		Guarantor, as the case may be, 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.
	 

	 
		 
	 

	 
		 
	 

	 
		16
	 

	 
		 
	 



	 
	 

	 

	 
		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 or the Guarantor shall bind their respective
		successors and assigns, whether so expressed or not.
	 

	 
		Section 1.11 Separability Clause.
	 

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

	 
		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 and holders of Senior Indebtedness, any Security Registrar, any
		Paying Agent, any Authenticating Agent and their successors hereunder and the
		Holders of Securities or Coupons, any benefit or any legal or equitable right,
		remedy or claim under this Indenture.
	 

	 
		Section 1.13 Governing Law.
	 

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

	 
		Section 1.14 Legal Holidays.
	 

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

	 
		 
	 

	 
		 
	 

	 
		17
	 

	 
		 
	 



	 
	 

	 

	 
		Section 1.15 Counterparts.
	 

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

	 
		Section 1.16 Judgment Currency.
	 

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

	 
		Section 1.17 No Security Interest Created.
	 

	 
		Nothing in this Indenture or in any
		Securities, express or implied, shall be construed to constitute a security
		interest under the Uniform Commercial Code or similar legislation, as now or
		hereafter enacted and in effect in any jurisdiction where property of the
		Company or its Subsidiaries is or may be located.
	 

	 
		Section 1.18 Limitation
		on Individual Liability.
	 

	 
		No recourse under or upon any obligation,
		covenant or agreement contained in this Indenture or in any Security, or for
		any claim based thereon or otherwise in respect thereof, shall be had against
		any incorporator, shareholder (except in a shareholder’s corporate
		capacity as Guarantor), manager, officer or director, as such, past, present or
		future, of the Company, either directly or through the Company, whether by
		virtue of any constitution, statute or rule of law, or by the enforcement of
		any assessment or penalty or otherwise; it being expressly understood that this
		Indenture and the obligations issued hereunder are solely corporate
		obligations, and that no such personal liability whatever shall attach to, or
		is or shall be incurred by, the incorporators, shareholders, managers, 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 
	 

	 
		 
	 

	 
		 
	 

	 
		18
	 

	 
		 
	 



	 
	 

	 

	 
		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, manager, 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
		[___________________] 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
		[___________________]) 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 in writing of the name and address of such
		successor. The Company further agrees for the benefit of the Trustee and the
		Holders of the Securities and the Coupons to take any and all action, including
		the execution and filing of any and all such documents and instruments, as may
		be necessary to continue such designation and appointment of said
		[___________________] 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 the related Series
		Authorization, shall have such appropriate insertions, omissions, substitutions
		and other variations as are required or permitted by or pursuant to this
		Indenture or the related Series Authorization or any indenture supplemental
		hereto and may have such letters, numbers or other marks of identification and
		such legends or endorsements placed thereon as may, consistently herewith, be
		determined by the officers executing such Security or Coupon as evidenced by
		their execution of such Security or Coupon.
	 

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

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

	 
		Section 2.2 Form of Trustee’s Certificate of
		Authentication.
	 

	 
		Subject to Section 6.11, the Trustee’s
		certificate of authentication shall be in substantially the following
		form:
	 

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

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  DEUTSCHE BANK TRUST COMPANY
				  AMERICAS, as Trustee
				

			 
	 	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Authorized Officer
				

			 

 

	 
		Section 2.3 Securities in Global Form.
	 

	 
		Unless otherwise provided in or pursuant to
		the related Series Authorization, the Securities of a series shall not be
		issuable in temporary or permanent global form. If Securities of a series shall
		be issuable in global form, any such Security may provide that it or any number
		of such Securities shall represent the aggregate amount of all Outstanding
		Securities of such series (or such lesser amount as is permitted by the terms
		thereof) from time to time endorsed thereon and may also provide that the
		aggregate amount of Outstanding Securities represented thereby may from time to
		time be increased or reduced to reflect exchanges. Any endorsement of any
		Security in global form to reflect the amount, or any increase or decrease in
		the amount, 
	 

	 
		 
	 

	 
		 
	 

	 
		20
	 

	 
		 
	 



	 
	 

	 

	 
		or changes in the rights of Holders, of
		Outstanding Securities represented thereby shall be made in such manner and by
		such Person or Persons as shall be specified therein or in the Company Order to
		be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto.
		Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the
		Trustee shall deliver and redeliver, in each case at the Company’s
		expense, any Security in permanent global form in the manner and upon written
		instructions given by the Person or Persons specified therein or in the
		applicable Company Order. If a Company Order pursuant to Section 3.3 or Section
		3.4 has been, or simultaneously is, delivered, any instructions by the Company
		with respect to a Security in global form shall be in writing and, with respect
		to matters set forth in this Section 2.3, need not be accompanied by or
		contained in an Officers’ Certificate and need not be accompanied by an
		Opinion of Counsel.
	 

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

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

	 
		Article 3 
	 

	 
		THE SECURITIES
	 

	 
		Section 3.1 Amount Unlimited; Issuable in Series.
	 

	 
		The aggregate principal amount of Securities
		which may be authenticated and delivered under this Indenture is unlimited. The
		Securities may be issued in one or more series. The Securities of each series
		shall be subordinated in right of payment to all Senior Indebtedness with
		respect to such series as provided in Article 16.
	 

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

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

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

	 
		 
	 

	 
		 
	 

	 
		21
	 

	 
		 
	 



	 
	 

	 

	 
		other securities pursuant to its terms, or
		pursuant to or as contemplated by the terms of such Securities);
	 

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

	 
		(4) if any of such Securities are to be
		issuable in global form, when any of such Securities are to be issuable in
		global form and (i) whether such Securities are to be issued in temporary or
		permanent global form or both, (ii) whether beneficial owners of interests in
		any such global Security may exchange such interests for definitive Securities
		of the same series and of like tenor and of any authorized form and
		denomination, and the circumstances under which any such exchanges may occur,
		if other than in the manner specified in Section 3.5, and (iii) the name of the
		Depository or the U.S. Depository, as the case may be, with respect to any such
		global Security; 
	 

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

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

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

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

	 
		 
	 

	 
		 
	 

	 
		22
	 

	 
		 
	 



	 
	 

	 

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

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

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

	 
		 
	 

	 
		 
	 

	 
		23
	 

	 
		 
	 



	 
	 

	 

	 
		(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) the relative degree, if any, to which
		Securities of such series and the Guarantee in respect thereof shall be senior
		to or be subordinated to other series of Securities and the Guarantee in
		respect thereof or other Indebtedness of the Company in right of payment,
		whether such other series of Securities or other Indebtedness is outstanding or
		not; 
	 

	 
		(19) any deletions from, modifications of or
		additions to the Events of Default or covenants of the Company or the Guarantor
		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; 
	 

	 
		(20) 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
		relating to the Securities of such series which shall be subject to covenant
		defeasance pursuant to Section 4.2(3), and any deletions from, or modifications
		or additions to, the provisions of Article 4 in respect of the Securities of
		such series;
	 

	 
		(21) the form or forms of the Subordinated
		Debt Securities Guarantee Agreement, if different from the Subordinated Debt
		Securities Agreement contemplated hereby and defined herein;
	 

	 
		(22) 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; 
	 

	 
		(23) 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 
	 

	 
		 
	 

	 
		 
	 

	 
		24
	 

	 
		 
	 



	 
	 

	 

	 
		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) 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;
	 

	 
		(25) the obligation, if any, of the Company
		to permit the conversion of the Securities of that series into Capital Stock of
		the Company or the Guarantor, and the terms and conditions upon which such
		conversion shall be effected (including, without limitation, the initial
		conversion price or rate, the conversion period, any adjustment of the
		applicable conversion price, any requirements relative to hedging arrangements
		and reservation of shares for purposes of conversion and any other provision in
		addition to or in lieu of those set forth in this Indenture or any indenture
		supplemental hereto relative to such obligation); and
	 

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

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

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

	 
		Section 3.2 Currency; Denominations.
	 

	 
		Unless otherwise provided in or pursuant to
		this Indenture or the related Series Authorization, the principal of, any
		premium and interest on and any Additional Amounts with respect to the
		Securities shall be payable in Dollars. Unless otherwise provided in or
		pursuant to this Indenture or the related Series Authorization, Registered
		Securities denominated in Dollars shall be issuable in registered form without
		Coupons in denominations of $1,000 and any integral multiple thereof, and the
		Bearer Securities denominated in Dollars shall be issuable in
	 

	 
		 
	 

	 
		 
	 

	 
		25
	 

	 
		 
	 



	 
	 

	 

	 
		the denomination of $5,000. Securities not
		denominated in Dollars shall be issuable in such denominations as are
		established with respect to such Securities in or pursuant to this Indenture or
		the related Series Authorization.
	 

	 
		Section 3.3 Execution, Authentication, Delivery and
		Dating.
	 

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

	 
		Securities and any Coupons appertaining
		thereto bearing the manual or facsimile signatures of individuals who were at
		any time the proper officers of the Company shall bind the Company and the
		Guarantor, notwithstanding that such individuals or any of them have ceased to
		hold such offices prior to the authentication and delivery of such Securities
		and Coupons or did not hold such offices at the date of original issuance of
		such Securities or Coupons.
	 

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

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

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

	 
		(b) all conditions precedent to the
		authentication and delivery of such Securities and Coupons, if any,
		appertaining thereto, have been complied with and that such Securities and
		Coupons, when completed by appropriate insertions, executed under the
		Company’s corporate seal and attested by duly authorized officers of the
		Company, delivered by duly authorized officers of the Company to the Trustee
		for authentication pursuant to this Indenture, and authenticated and delivered
		by the Trustee and issued by the Company in the manner and subject to any
		conditions specified in such Opinion of Counsel, will constitute legal, valid
		and binding obligations of the Company, enforceable against the Company in
		accordance with their terms, except as enforcement thereof may be subject to or
		limited by bankruptcy, insolvency, reorganization, moratorium, arrangement,
		fraudulent conveyance, fraudulent transfer or other similar laws relating to
		or
	 

	 
		 
	 

	 
		 
	 

	 
		26
	 

	 
		 
	 



	 
	 

	 

	 
		affecting creditors’ rights generally,
		and subject to general principles of equity (regardless of whether enforcement
		is sought in a proceeding in equity or at law) and will entitle the Holders
		thereof to the benefits of this Indenture; such Opinion of Counsel need express
		no opinion as to the availability of equitable remedies; 
	 

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

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

	 
		(2) an Officers’ Certificate and a
		Guarantor’s Officers’ Certificate, in each case 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, an Officers’ Certificate and a Guarantor’s Officers’
		Certificate at the time of issuance of each Security, but such opinion and
		certificate, with appropriate modifications, shall be delivered at or before
		the time of issuance of the first Security of such series. After any such first
		delivery, any separate written request by an Authorized Officer of the Company
		or any person designated in writing by an Authorized Officer that the Trustee
		authenticate and deliver Securities of such series for original issue will be
		deemed to be a certification by the Company and the Guarantor that all
		conditions precedent provided for in this Indenture relating to authentication
		and delivery of such Securities continue to have been complied with.
	 

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

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

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

	 
		 
	 

	 
		 
	 

	 
		27
	 

	 
		 
	 



	 
	 

	 

	 
		and deliver any Bearer Security unless all
		Coupons appertaining thereto then matured have been detached and
		cancelled.
	 

	 
		Section 3.4 Temporary Securities.
	 

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

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

	 
		Section 3.5 Registration, Transfer and Exchange.
	 

	 
		With respect to the Registered Securities of
		each series, if any, the Company shall cause to be kept a register (each such
		register being herein sometimes referred to as the “Security Register”) at an Office or Agency for such series in which,
		subject to such reasonable regulations as it may prescribe, the Company shall
		provide for the registration of the Registered Securities of such series and of
		transfers of the Registered Securities of such series. Such Office or Agency
		shall be the “Security Registrar” for that series of Securities.
		Unless otherwise specified in or pursuant to this Indenture or the related
		Series Authorization, the Trustee shall be the initial Security Registrar for
		each series of Securities. The Company shall have the right to remove and
		replace from time to time the Security Registrar for any series of Securities;
		provided that no
	 

	 
		 
	 

	 
		 
	 

	 
		28
	 

	 
		 
	 



	 
	 

	 

	 
		such removal or replacement shall be
		effective until a successor Security Registrar with respect to such series of
		Securities shall have been appointed by the Company and shall have accepted
		such appointment by the Company. In the event that the Trustee shall not be or
		shall cease to be Security Registrar with respect to a series of Securities, it
		shall have the right to examine the Security Register for such series at all
		reasonable times. There shall be only one Security Register for each series of
		Securities.
	 

	 
		Upon surrender for registration of transfer
		of any Registered Security of any series at any Office or Agency for such
		series, the Company shall execute, and the Trustee shall authenticate and
		deliver, in the name of the designated transferee or transferees, one or more
		new Registered Securities of the same series denominated as authorized in or
		pursuant to this Indenture or the related Series Authorization, of a like
		aggregate principal amount bearing a number not contemporaneously outstanding
		and containing identical terms and provisions.
	 

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

	 
		If provided in or pursuant to this Indenture
		or the related Series Authorization, with respect to Securities of any series,
		at the option of the Holder, Bearer Securities of such series may be exchanged
		for Registered Securities of such series containing identical terms,
		denominated as authorized in or pursuant to this Indenture or the related
		Series Authorization and in the same aggregate principal amount, upon surrender
		of the Bearer Securities to be exchanged at any Office or Agency for such
		series, with all unmatured Coupons and all matured Coupons in default thereto
		appertaining. If the Holder of a Bearer Security is unable to produce any such
		unmatured Coupon or Coupons or matured Coupon or Coupons in default, such
		exchange may be effected if the Bearer Securities are accompanied by payment in
		funds acceptable to the Company, the Guarantor 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, the Guarantor 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 
	 

	 
		 
	 

	 
		 
	 

	 
		29
	 

	 
		 
	 



	 
	 

	 

	 
		or proposed date of payment, as the case may
		be (or, if such Coupon is so surrendered with such Bearer Security, such Coupon
		shall be returned to the Person so surrendering the Bearer Security), and
		interest or Defaulted Interest, as the case may be, shall not be payable on
		such Interest Payment Date or proposed date for payment, as the case may be, in
		respect of the Registered Security issued in exchange for such Bearer Security,
		but shall be payable only to the Holder of such Coupon when due in accordance
		with the provisions of this Indenture.
	 

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

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

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

	 
		 
	 

	 
		 
	 

	 
		30
	 

	 
		 
	 



	 
	 

	 

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

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

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

	 
		No service charge shall be made for any
		registration of transfer or exchange, or redemption of Securities, but the
		Company may require payment of a sum sufficient to cover any tax or other
		governmental charge and any other expenses (including fees and expenses of the
		Trustee) that may be imposed in connection with any registration of transfer or
		exchange of Securities, other than exchanges pursuant to Section 3.4, Section
		9.5 or Section 11.7 not involving any transfer.
	 

	 
		Except as otherwise provided in or pursuant
		to this Indenture or the related Series Authorization, the Company shall not be
		required (i) to issue, register the transfer of or exchange any Securities
		during a period beginning at the opening of business 15 days before the day of
		mailing of a notice of redemption of Securities of like tenor and the same
		series under Section 11.4 and ending at the close of business on the day of
		such mailing, or (ii) to register the transfer of or exchange any Registered
		Security selected for redemption in whole or in part, except in the case of any
		Security to be redeemed in part, the portion thereof not to be redeemed, or
		(iii) to exchange any Bearer Security selected for redemption except, to the
		extent provided with respect 
	 

	 
		 
	 

	 
		 
	 

	 
		31
	 

	 
		 
	 



	 
	 

	 

	 
		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.
	 

	 
		If there be delivered to the Company, the
		Guarantor 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 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, the
		Guarantor or the Trustee that such Security or Coupon has been acquired by a
		protected purchaser, the Company shall execute and, upon the Company’s
		request the Trustee shall authenticate and deliver, in exchange for or in lieu
		of any such mutilated, destroyed, lost or stolen Security or in exchange for
		the Security to which a destroyed, lost or stolen Coupon appertains with all
		appurtenant Coupons not destroyed, lost or stolen, a new Security of the same
		series containing identical terms and of like principal amount and bearing a
		number not contemporaneously outstanding, with Coupons appertaining thereto
		corresponding to the Coupons, if any, appertaining to such destroyed, lost or
		stolen Security or to the Security to which such destroyed, lost or stolen
		Coupon appertains.
	 

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

	 
		Upon the issuance of any new Security under
		this Section 3.6, the Company may require the payment of a sum sufficient to
		cover any tax or other governmental charge that may be imposed in relation
		thereto and any other expenses (including the fees and expenses of the Trustee
		and the fees and expenses of the Trustee’s counsel) connected
		therewith.
	 

	 
		Every new Security, with any Coupons
		appertaining thereto issued pursuant to this Section 3.6 in lieu of any
		destroyed, lost or stolen Security, or in exchange for a Security to 
	 

	 
		 
	 

	 
		 
	 

	 
		32
	 

	 
		 
	 



	 
	 

	 

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

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

	 
		Section 3.7 Payment of Interest and Certain Additional Amounts;
		Rights to Interest and Certain Additional Amounts Preserved.
	 

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

	 
		Unless otherwise provided in or pursuant to
		this Indenture or the related Series Authorization, any interest on and any
		Additional Amounts with respect to any Registered Security which shall be
		payable, but shall not be punctually paid or duly provided for, on any Interest
		Payment Date for such Registered Security (herein called “Defaulted Interest”) shall forthwith cease to be payable to the
		Holder thereof on the relevant Regular Record Date by virtue of having been
		such Holder; and such Defaulted Interest may be paid by the Company, at its
		election in each case, as provided in Clause (1) or (2) below: 
	 

	 
		(1) The Company may elect to make payment of
		any Defaulted Interest to the Person in whose name such Registered Security (or
		a Predecessor Security thereof) shall be registered at the close of business on
		a Special Record Date for the payment of such Defaulted Interest, which shall
		be fixed by the Company in the following manner. The Company shall notify the
		Trustee in writing of the amount of Defaulted Interest proposed to be paid on
		such Registered Security, the Special Record Date therefor and the date of the
		proposed payment, and at the same time the Company shall deposit with the
		Trustee an amount of money equal to the aggregate amount proposed to be paid in
		respect of such Defaulted Interest or shall make arrangements satisfactory to
		the Trustee for such deposit on or prior to the date of the proposed payment,
		such money when so deposited to be held in trust in a segregated trust account
		pursuant to express written instructions of the Company for the benefit of the
		Person entitled to such Defaulted Interest as in this Clause provided. The
		Special Record Date for the payment of such Defaulted Interest shall be not
		more than 15 days and not less than 10 days prior to the date of the proposed
		payment and not less than 10 days after notification to the Trustee of the
		proposed payment. The Trustee shall, in the name and at the expense of the
		Company, cause notice of the proposed payment of such Defaulted Interest and
		the Special Record Date therefor to be mailed, first-class postage prepaid, to
		the Holder of such Registered Security (or a 
	 

	 
		 
	 

	 
		 
	 

	 
		33
	 

	 
		 
	 



	 
	 

	 

	 
		Predecessor Security thereof) at his address
		as it appears in the Security Register not less than 10 days prior to such
		Special Record Date. The Trustee shall, in the name and at the expense of the
		Company cause a similar notice to be published at least once in an Authorized
		Newspaper of general circulation in the Borough of Manhattan, The City of New
		York, but such publication shall not be a condition precedent to the
		establishment of such Special Record Date. Notice of the proposed payment of
		such Defaulted Interest and the Special Record Date therefor having been mailed
		as aforesaid, such Defaulted Interest shall be paid to the Person in whose name
		such Registered Security (or a Predecessor Security thereof) shall be
		registered at the close of business on such Special Record Date and shall no
		longer be payable pursuant to the following clause (2).
	 

	 
		(2) The Company may make payment of any
		Defaulted Interest in any other lawful manner not inconsistent with the
		requirements of any securities exchange on which such Security may be listed,
		and upon such notice as may be required by such exchange, if, after written
		notice given by the Company to the Trustee of the proposed payment pursuant to
		this Clause, such payment shall be deemed practicable by the Trustee.
	 

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

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

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

	 
		 
	 

	 
		 
	 

	 
		34
	 

	 
		 
	 



	 
	 

	 

	 
		Section 3.8 Persons Deemed Owners.
	 

	 
		Prior to due presentment of a Registered
		Security for registration of transfer, the Company, the Trustee and any agent
		of the Company or the Trustee may treat the Person in whose name such
		Registered Security is registered in the Security Register as the owner of such
		Registered Security for the purpose of receiving payment of principal of, any
		premium and (subject to Section 3.5 and Section 3.7) interest on and any
		Additional Amounts with respect to such Registered Security and for all other
		purposes whatsoever, whether or not any payment with respect to such Registered
		Security shall be overdue, and none of the Company, the Trustee or any agent of
		the Company or the Trustee shall be affected by notice to the contrary.
	 

	 
		The Company, the Trustee and any agent of
		the Company or the Trustee may treat the bearer of any Bearer Security or the
		bearer of any Coupon as the absolute owner of such Security or Coupon for the
		purpose of receiving payment thereof or on account thereof and for all other
		purposes whatsoever, whether or not any payment with respect to such Security
		or Coupon shall be overdue, and none of the Company, the Trustee or any agent
		of the Company or the Trustee shall be affected by notice to the contrary.
		
	 

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

	 
		Section 3.9 Cancellation.
	 

	 
		All Securities and Coupons surrendered for
		payment, redemption, registration of transfer, exchange or conversion or for
		credit against any sinking fund payment shall, if surrendered to any Person
		other than the Trustee, be delivered to the Trustee, and any such Securities
		and Coupons, as well as Securities and Coupons surrendered directly to the
		Trustee for any such purpose, shall be cancelled promptly by the Trustee. The
		Company may at any time deliver to the Trustee for cancellation any Securities
		previously authenticated and delivered hereunder which the Company may have
		acquired in any manner whatsoever, and all Securities so delivered shall be
		cancelled promptly by the Trustee. No Securities shall be authenticated in lieu
		of or in exchange for any Securities cancelled as provided in this Section,
		except as expressly permitted by or pursuant to this Indenture or the related
		Series Authorization. All cancelled Securities and Coupons held by the Trustee
		shall be destroyed by the Trustee, unless by a Company Order the Company
		directs their return to it.
	 

	 
		Section 3.10 Computation of Interest.
	 

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

	 
		 
	 

	 
		 
	 

	 
		35
	 

	 
		 
	 



	 
	 

	 

	 
		Section 3.11 CUSIP Numbers.
	 

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

	 
		Article 4 
	 

	 
		SATISFACTION AND DISCHARGE OF
		INDENTURE
	 

	 
		Section 4.1 Satisfaction and Discharge.
	 

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

	 
		(1) either
	 

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

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

	 
		(i) have become due and payable,
	 

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

	 
		(iii) if redeemable at the option of the
		Company or pursuant to the operation of a sinking fund, are to be called for
		redemption within one year under arrangements satisfactory to the Trustee for
		the giving of notice 
	 

	 
		 
	 

	 
		 
	 

	 
		36
	 

	 
		 
	 



	 
	 

	 

	 
		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 (based upon applicable law
		as in effect on the date of such deposit), to the date of such deposit (in the
		case of Securities which have become due and payable) or to the Maturity
		thereof, as the case may be; 
	 

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

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

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

	 
		Notwithstanding the satisfaction and
		discharge of this Indenture with respect to any series of Securities, the
		obligations of the Company to the Trustee under Section 6.6 and, if money shall
		have been deposited with the Trustee pursuant to subclause (b) of clause (1) of
		this Section, the obligations of the Company and the Trustee with respect to
		the Securities of such series under Section 3.5, Section 3.6, Section 4.3,
		Section 10.2, and Section 10.3, with respect to the payment of Additional
		Amounts, if any, with respect to such Securities as contemplated by Section
		10.4 (but only to the extent that the Additional Amounts payable with respect
		to such Securities exceed the amount deposited in respect of such Additional
		Amounts pursuant to Section 4.1(b)), and with respect to any rights to convert
		or exchange such Securities into Common Stock of the Company or other
		securities 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 3.14 with respect to any Securities),
		shall be applicable to such Securities and any Coupons appertaining thereto,
		and the Company may at its option by 
	 

	 
		 
	 

	 
		 
	 

	 
		37
	 

	 
		 
	 



	 
	 

	 

	 
		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, each of the Company and the Guarantor shall be deemed to
		have been discharged from their obligations with respect to such Outstanding
		Securities and any Coupons appertaining thereto and under the Guarantee in
		respect thereof, respectively, 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 or the Guarantor, as applicable, shall be deemed to have paid and
		discharged the entire Indebtedness represented by such Outstanding Securities
		and any Coupons appertaining thereto, and under the Guarantee in respect
		thereof, 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 under the Guarantee in
		respect thereof, and this Indenture insofar as such Securities and any Coupons
		appertaining thereto, and the Guarantee in respect thereof, are concerned (and
		the Trustee, at the expense of the Company and the Guarantor, shall execute
		proper instruments acknowledging the same), except for the following which
		shall survive until otherwise terminated or discharged hereunder: (i) the
		rights of Holders of such Outstanding Securities and any Coupons appertaining
		thereto to receive, solely from the trust fund described in clause (4) of this
		Section 4.2 and as more fully set forth in such clause, payments in respect of
		the principal of (and premium, if any) and interest, if any, on, and Additional
		Amounts, if any, with respect to, such Securities and any Coupons appertaining
		thereto when such payments are due, and any rights of such Holder to convert
		such Securities into Common Stock of the Company or exchange such Securities
		for securities of the Guarantor or another issuer, (ii) the obligations of the
		Company, the Guarantor and the Trustee with respect to such Securities under
		Sections 3.5, 3.6, 10.2 and 10.3 and with respect to the payment of Additional
		Amounts, if any, on such Securities as contemplated by Section 10.4(but only to
		the extent that the Additional Amounts payable with respect to such Securities
		exceed the amount deposited in respect of such Additional Amounts pursuant to
		Section 4.2(4)(a) below), and with respect to any rights to convert such
		Securities into Common Stock of the Company or exchange such Securities for
		securities of the Guarantor or another issuer, (iii) the rights, powers,
		trusts, duties and immunities of the Trustee hereunder including, without
		limitation, the compensation, reimbursement and indemnities provided in Section
		6.6 herein and (iv) this Section 4.2. The Company may exercise its option under
		this Section 4.2 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.
	 

	 
		(3) Upon the Company’s exercise of the
		option to have this Section 4.2(3) apply with respect to any Securities of or
		within a series, the Company and the Guarantor shall be released from their
		respective obligations under any covenant applicable to such Securities
		specified pursuant to Section 3.1(19), including any obligation to redeem or
		
	 

	 
		 
	 

	 
		 
	 

	 
		38
	 

	 
		 
	 



	 
	 

	 

	 
		repurchase such securities at the option of
		the Holder thereof, with respect to such Outstanding Securities and any Coupons
		appertaining thereto, and the Guarantee in respect thereof, on and after the
		date the conditions set forth in clause (4) of this Section 4.2 are satisfied
		(hereinafter, “covenant
		defeasance”), and such Securities
		and any Coupons appertaining thereto shall thereafter be deemed to be not
		“Outstanding” for the purposes of any direction, waiver,
		consent or declaration or Act of Holders (and the consequences of any thereof)
		in connection with any such covenant or obligation, but shall continue to be
		deemed “Outstanding” for all other purposes hereunder. For this
		purpose, such covenant defeasance means that, with respect to such Outstanding
		Securities and any Coupons appertaining thereto, the Company and the Guarantor
		may omit to comply with, and shall have no liability in respect of, any term,
		condition or limitation set forth in any such Section or such other covenant or
		obligation, whether directly or indirectly, by reason of any reference
		elsewhere herein to any such Section or such other covenant or obligation or by
		reason of reference in any such Section or such other covenant to any other
		provision herein or in any other document and such omission to comply shall not
		constitute a default or an Event of Default under Section 5.1 but, except as
		specified above, the remainder of this Indenture and such Securities and
		Coupons appertaining thereto and the Guarantee in respect thereof 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 and the
		Guarantee in respect thereof: 
	 

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

	 
		 
	 

	 
		 
	 

	 
		39
	 

	 
		 
	 



	 
	 

	 

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

	 
		(b) No Event of Default or event which with
		notice or lapse of time or both would become an Event of Default with respect
		to such Securities and any Coupons appertaining thereto shall have occurred and
		be continuing on the date of such deposit (after giving effect thereto) and,
		with respect to defeasance only, no event described in Section 5.1(7) or (8) at
		any time during the period ending on the 91st day after the date of such
		deposit (it being understood that this condition shall not be deemed satisfied
		until the expiration of such period).
	 

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

	 
		(d) In the case of an election under clause
		(2) of this Section 4.2, with respect to Registered Securities and any Bearer
		Securities for which the Place of Payment is within the United States, the
		Company or the Guarantor shall have delivered to the Trustee an Opinion of
		Counsel stating that (i) the Company or the Guarantor 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 or the Guarantor 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.
	 

	 
		 
	 

	 
		 
	 

	 
		40
	 

	 
		 
	 



	 
	 

	 

	 
		(f) With respect to defeasance only, the
		Company or the Guarantor shall have delivered to the Trustee an Opinion of
		Counsel to the effect that, after the 91st day after the date of deposit, all
		money and Government Obligations (or other property as may be provided pursuant
		to Section 3.1) (including the proceeds thereof) deposited or caused to be
		deposited with the Trustee (or other qualifying trustee) pursuant to this
		clause (4) to be held in trust will not be subject to recapture or avoidance as
		a preference in any case or proceeding (whether voluntary or involuntary) in
		respect of the Company or the Guarantor under any Federal or State bankruptcy,
		insolvency, reorganization or other similar law, or any decree or order for
		relief in respect of the Company or the Guarantor issued in connection
		therewith (for which purpose such Opinion of Counsel may assume that no Holder
		is an “insider”).
	 

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

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

	 

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

	 
		(5) Unless otherwise specified in or
		pursuant to this Indenture or any Series Authorization, if, after a deposit
		referred to in Section 4.2(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(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(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 
	 

	 
		 
	 

	 
		 
	 

	 
		41
	 

	 
		 
	 



	 
	 

	 

	 
		rate for such Foreign Currency in effect (as
		nearly as feasible) at the time of the Conversion Event.
	 

	 
		The Company and the Guarantor (without
		duplication) shall pay and indemnify the Trustee (or other qualifying trustee,
		collectively for purposes of this Section 4.2(i)(5) and Section 4.3, the
		“Trustee”) against any tax, fee or other charge, imposed on
		or assessed against the Government Obligations deposited pursuant to this
		Section 4.2 or the principal or interest received in respect thereof other than
		any such tax, fee or other charge which by law is for the account of the
		Holders of such Outstanding Securities and any Coupons appertaining
		thereto.
	 

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

	 
		Section 4.3 Application of Trust Money.
	 

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

	 
		Article 5 
	 

	 
		REMEDIES
	 

	 
		Section 5.1 Events of Default.
	 

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

	 
		(1) default in the payment of any interest
		on any Security of such series, or any Additional Amounts payable with respect
		thereto, when such interest becomes or 
	 

	 
		 
	 

	 
		 
	 

	 
		42
	 

	 
		 
	 



	 
	 

	 

	 
		such Additional Amounts become due and
		payable, and continuance of such default for a period of 60 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 of the
		provisions of Section 7.4(1) and continuance of such default for a period of
		180 days after there has been given, by registered or certified mail, (i) to
		the Company by the Trustee or (ii) to the Company and the Trustee by the
		Holders of at least 25% in principal amount of the Outstanding Securities of
		such series, a written notice specifying such default and requiring it to be
		remedied and stating that such notice is a “Notice of Default”
		hereunder; or
	 

	 
		(5) default in the performance, or breach,
		of any other covenant or warranty of the Company or the Guarantor in this
		Indenture or the Securities (other than a covenant or warranty a default in the
		performance or the breach of which is elsewhere in this Section specifically
		dealt with or which has been expressly included in this Indenture solely for
		the benefit of a series of Securities other than such series), and continuance
		of such default or breach for a period of 90 days after there has been given,
		by registered or certified mail, (i) to the Company or the Guarantor, as the
		case may be, by the Trustee or (ii) to the Company and the Trustee or the
		Guarantor and the Trustee, as the case may be, by the Holders of at least 25%
		in principal amount of the Outstanding Securities of such series, a written
		notice specifying such default or breach and requiring it to be remedied and
		stating that such notice is a “Notice of Default” hereunder; or 
	 

	 
		(6) the Subordinated Debt Securities
		Guarantee Agreement cases to be in full force and effect (except as
		contemplated by the terms thereof, or the Guarantor or a Person acting by or on
		behalf of the Guarantor denies or disaffirms the Guarantee’s obligations
		under this Indenture or the Subordinated Debt Securities Guarantee Agreement
		and such default continues for a period of 10 days after notice has been given
		by registered or certified mail, (i) to the Company or the Guarantor, as the
		case may be, by the Trustee or (ii) to the Company and the Trustee or the
		Guarantor and the Trustee, as the case may be, 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;
	 

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

	 
		(a) a decree or order for relief in respect
		of the Company or the Guarantor in an involuntary proceeding under any
		applicable bankruptcy, insolvency, reorganization (other than a reorganization
		under a foreign law that 
	 

	 
		 
	 

	 
		43
	 

	 
		 
	 



	 
	 

	 

	 
		does not relate to insolvency) or other
		similar law and such decree or order shall remain unstayed and in effect for a
		period of 60 consecutive days; or 
	 

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

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

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

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

	 
		Section 5.2 Acceleration of Maturity; Rescission and
		Annulment.
	 

	 
		If an Event of Default with respect to
		Securities of any series at the time Outstanding (other than an Event of
		Default specified in clause (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
		of all the Securities of such series, to be due and payable immediately, by a
		notice in writing to the Company (and to the Trustee if given by the Holders),
		and upon any such declaration such principal, together with all accrued and
		unpaid interest thereon, shall become immediately due and payable.
	 

	 
		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 shall ipso 
	 

	 
		 
	 

	 
		 
	 

	 
		44
	 

	 
		 
	 



	 
	 

	 

	 
		facto become and be immediately due and
		payable without any declaration or other act on the part of the Trustee or any
		Holder of any Security of that series.
	 

	 
		At any time after a declaration of
		acceleration with respect to the Securities of any series has been made and
		before a judgment or decree for payment of the money due has been obtained by
		the Trustee as hereinafter in this Article provided, the Holders of not less
		than a majority in principal amount of the Outstanding Securities of such
		series, by written notice to the Company or the Guarantor, as the case may be,
		and the Trustee, may rescind and annul such declaration and its consequences if
		
	 

	 
		(1) the Company or the Guarantor has paid or
		deposited with the Trustee a sum of money sufficient to pay 
	 

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

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

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

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

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

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

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

	 
		The Company covenants that if 
	 

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

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		45
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 



	 
		 
	 

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

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

	 
		If the Company and the Guarantor fail to pay
		the money the Company 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 the Guarantor or both the Company and the Guarantor 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 the Guarantor or both the Company and the
		Guarantor 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 proceedings as the Trustee shall deem most effectual
		to protect and enforce any such rights, whether for the specific enforcement of
		any covenant or agreement in this Indenture or such Securities or in aid of the
		exercise of any power granted herein or therein, or to enforce any other proper
		remedy.
	 

	 
		Section 5.4 Trustee May File Proofs of Claim.
	 

	 
		In case of the pendency of any receivership,
		insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
		composition or other judicial proceeding relative to the Company and/or the
		Guarantor or any other obligor upon the Securities of any series or the
		property of the Company and/or the Guarantor 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 and/or the Guarantor for the payment of any overdue principal,
		premium, interest or Additional Amounts) shall be entitled and empowered, to
		the extent permitted by applicable law by intervention in such proceeding or
		otherwise, 
	 

	 
		(1) to file and prove a claim for the whole
		amount, or such lesser amount as may be provided for in the Securities of any
		applicable series, of the principal and any 
	 

	 
		 
	 

	 
		 
	 

	 
		46
	 

	 
		 
	 



	 
	 

	 

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

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

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

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

	 
		Section 5.5 Trustee May Enforce Claims without Possession of
		Securities or Coupons.
	 

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

	 
		Section 5.6 Application of Money Collected.
	 

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

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

	 
		SECOND: To the payment of the amounts then
		due and unpaid upon the Securities and any Coupons for principal and any
		premium, interest and Additional 
	 

	 
		 
	 

	 
		 
	 

	 
		47
	 

	 
		 
	 



	 
	 

	 

	 
		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.
	 

	 
		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; 
	 

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

	 
		Section 5.8 Unconditional Right of Holders to Receive Principal and
		any Premium, Interest and Additional Amounts.
	 

	 
		Notwithstanding any other provision in this
		Indenture, the Holder of any Security or Coupon shall have the right, which is
		absolute and unconditional, to receive payment of the principal of, any premium
		and (subject to Section 3.5 and Section 3.7) interest on, and any Additional
		Amounts with respect to such Security or payment of such Coupon, as the case
		may be, on the respective Stated Maturity or Maturities therefor specified in
		such Security or Coupon (or, in the case of redemption, on the Redemption Date
		or, in the case of repayment at the option of such Holder if provided with
		respect to such Security, on the date such repayment is due) and 
	 

	 
		 
	 

	 
		 
	 

	 
		48
	 

	 
		 
	 



	 
	 

	 

	 
		to institute suit for the enforcement of any
		such payment, and such right shall not be impaired without the consent of such
		Holder.
	 

	 
		Section 5.9 Restoration
		of Rights and Remedies.
	 

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

	 
		Section 5.10 Rights and Remedies Cumulative.
	 

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

	 
		Section 5.11 Delay or Omission Not Waiver.
	 

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

	 
		Section 5.12 Control by Holders of Securities.
	 

	 
		The Holders of a majority in principal
		amount of the Outstanding Securities of any series shall have the right to
		direct the 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
		
	 

	 
		 
	 

	 
		 
	 

	 
		49
	 

	 
		 
	 



	 
	 

	 

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

	 
		Section 5.13 Waiver of Past Defaults.
	 

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

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

	 
		(2) in respect of a covenant or provision
		hereof which under Article 9 cannot be modified or amended without the consent
		of the Holder of each Outstanding Security of such series affected.
	 

	 
		Upon any such waiver, such default shall
		cease to exist, and any Event of Default arising therefrom shall be deemed to
		have been cured, for every purpose of this Indenture; but no such waiver shall
		extend to any subsequent or other default or impair any right consequent
		thereon.
	 

	 
		Section 5.14 Waiver of Usury, Stay or Extension Laws.
	 

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

	 
		Section 5.15 Undertaking for Costs. 
	 

	 
		All parties to this Indenture agree, and
		each Holder of any Security by his acceptance thereof shall be deemed to have
		agreed, that any court may in its discretion require, in any suit for the
		enforcement of any right or remedy under this Indenture, or in any suit against
		the Trustee for any action taken or omitted by it as Trustee, the filing by any
		party litigant in such suit of any undertaking to pay the costs of such suit,
		and that such court may in its discretion assess reasonable costs, including
		reasonable attorneys’ fees, 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 
	 

	 
		 
	 

	 
		 
	 

	 
		50
	 

	 
		 
	 



	 
	 

	 

	 
		any) or interest, if any, on or Additional
		Amounts, if any, with respect to any Security on or after the respective Stated
		Maturities expressed in such Security (or, in the case of redemption, on or
		after the Redemption Date, and, in the case of repayment or repurchase, on or
		after the date for repayment or repurchase) or for the enforcement of the
		right, if any, to convert or exchange any Security into Common Stock or other
		securities in accordance with its terms.
	 

	 
		Article 6 
	 

	 
		THE TRUSTEE 
	 

	 
		Section 6.1 Certain Rights of Trustee.
	 

	 
		Subject to Sections 315(a) through 315(d) of
		the Trust Indenture Act:
	 

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

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

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

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

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

	 
		 
	 

	 
		 
	 

	 
		51
	 

	 
		 
	 



	 
	 

	 

	 
		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, attorneys, custodians or nominees and the Trustee shall
		not be responsible for any misconduct or negligence on the part of any agent,
		attorney, custodian or nominee appointed with due care by it hereunder; 

	 

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

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

	 
		(10) the Trustee shall not be liable with
		respect to any action taken, suffered or omitted to be taken by it in good
		faith in accordance with an Act of the Holders hereunder, and, to the extent
		not so provided herein, with respect to any act requiring the Trustee to
		exercise its own discretion, relating to the time, method and place of
		conducting any proceeding for any remedy available to the Trustee, or
		exercising any trust or power conferred upon the Trustee, under this Indenture
		or any Securities, unless it shall be proved that, in connection with any such
		action taken, suffered or omitted or any such act, the Trustee was negligent,
		acted in bad faith or engaged in willful misconduct;
	 

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

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

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

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

	 
		(15) except as expressly required by the
		terms of this Indenture, none of the provisions of this Indenture shall require
		the Trustee to expend or risk its own funds or otherwise incur any liability,
		financial or otherwise, in the performance of any of its duties hereunder, or
		in the exercise of any of its rights or powers if it shall have 
	 

	 
		 
	 

	 
		 
	 

	 
		52
	 

	 
		 
	 



	 
	 

	 

	 
		reasonable grounds for believing that
		repayment of such funds or indemnity satisfactory to it against such risk or
		liability is not assured to it; and
	 

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

	 
		Section 6.2 Notice of Defaults.
	 

	 
		Within 90 days after the occurrence of any
		default hereunder with respect to the Securities of any series, the Trustee
		shall transmit by mail to all Holders of Securities of such series entitled to
		receive reports pursuant to Section 7.3(3), notice of such default hereunder
		actually known to a Responsible Officer of the Trustee, unless such default
		shall have been cured or waived; provided, however, that, except in the case of
		a default in the payment of the principal of (or premium, if any), or interest,
		if any, on, or Additional Amounts or any sinking fund or purchase fund
		installment with respect to, any Security of such series, the Trustee shall be
		protected in withholding such notice if and so long as the board of directors,
		the executive committee or a trust committee of directors and/or Responsible
		Officers of the Trustee in good faith determine that the withholding of such
		notice is in the best interest of the Holders of Securities and Coupons of such
		series; and provided, further, that in the case of any default of the character
		specified in Sections 5.1(4) or 5.1(5) with respect to Securities of such
		series, no such notice to Holders shall be given until at least 60 days after
		the occurrence thereof. For the purpose of this Section, the term
		“default” means any event which is, or after notice or lapse of time
		or both would become, an Event of Default with respect to Securities of such
		series.
	 

	 
		Section 6.3 Not Responsible for Recitals or Issuance of
		Securities.
	 

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

	 
		Section 6.4 May Hold Securities.
	 

	 
		The Trustee, any Authenticating Agent, any
		Paying Agent, any Security Registrar or any other Person that may be an agent
		of the Trustee or the Company, in its individual or any other capacity, may
		become the owner or pledgee of Securities or Coupons and, subject to Sections
		310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company
		or the Guarantor 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 6.5 Money Held in Trust.
	 

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

	 
		Section 6.6 Compensation and Reimbursement.
	 

	 
		The Company agrees:
	 

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

	 
		(2) except as otherwise expressly provided
		herein, to reimburse the Trustee upon its request for all reasonable expenses,
		disbursements and advances incurred or made by the Trustee in accordance with
		any provision of this Indenture or arising out of or in connection with the
		acceptance or administration of the trust or trusts hereunder (including the
		reasonable compensation and the expenses and disbursements of its agents and
		counsel), except any such expense, disbursement or advance as 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, liability or expense incurred, arising out of or in connection with the
		acceptance or administration of the trust or trusts hereunder, including the
		costs and expenses of defending themselves against any claim or liability in
		connection with the exercise or performance of any of their powers or duties
		hereunder, except to the extent that any such loss, liability or expense was
		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 Securities or any Coupons appertaining thereto.
	 

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

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

	 
		 
	 

	 
		 
	 

	 
		54
	 

	 
		 
	 



	 
	 

	 

	 
		Section 6.7 Corporate Trustee Required; Eligibility.
	 

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

	 
		Section 6.8 Resignation and Removal; Appointment of
		Successor.
	 

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

	 
		(2) The Trustee may resign at any time with
		respect to the Securities of one or more series by giving written notice
		thereof to the Company and the Guarantor. If the instrument of acceptance by a
		successor Trustee required by Section 6.9 shall not have been delivered to the
		Trustee within 30 days after the giving of such notice of resignation, the
		resigning Trustee may petition 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, the Company and the Guarantor.
	 

	 
		(4) If at any time:
	 

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

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

	 
		(c) the Trustee shall become incapable of
		acting or shall be adjudged a bankrupt or insolvent or a receiver of the
		Trustee or of its property shall be appointed or any public officer shall take
		charge or control of the Trustee or of its property or affairs for the purpose
		of rehabilitation, conservation or liquidation, 
	 

	 
		then, in any such case, (i) the Company, by
		or pursuant to a Board Resolution, may remove the Trustee with respect to all
		Securities or the Securities of such series, or (ii) subject to Section 315(e)
		of the Trust Indenture Act, any Holder of a Security who has been a bona fide
		Holder of a Security of such series for at least six months may, on 
	 

	 
		 
	 

	 
		 
	 

	 
		55
	 

	 
		 
	 



	 
	 

	 

	 
		behalf of himself and all others similarly
		situated, petition any court of competent jurisdiction for the removal of the
		Trustee with respect to all Securities of such series and the appointment of a
		successor Trustee or Trustees.
	 

	 
		(5) If the Trustee shall resign, be removed
		or become incapable of acting, or if a vacancy shall occur in the office of
		Trustee for any cause, with respect to the Securities of one or more series,
		the Company, by or pursuant to a Board Resolution, shall promptly appoint a
		successor Trustee or Trustees with respect to the Securities of such series (it
		being understood that any such successor Trustee may be appointed with respect
		to the Securities of one or more or all of such series and that at any time
		there shall be only one Trustee with respect to the Securities of any
		particular series) and shall comply with the applicable requirements of Section
		6.9. If, within one year after such resignation, removal or incapacity, or the
		occurrence of such vacancy, a successor Trustee with respect to the Securities
		of any series shall be appointed by Act of the Holders of a majority in
		principal amount of the Outstanding Securities of such series delivered to the
		Company and the retiring Trustee, the successor Trustee so appointed shall,
		forthwith upon its acceptance of such appointment in accordance with the
		applicable requirements of Section 6.9, become the successor Trustee with
		respect to the Securities of such series and to that extent supersede the
		successor Trustee appointed by the Company. If no successor Trustee with
		respect to the Securities of any series shall have been so appointed by the
		Company or the Holders of Securities and accepted appointment in the manner
		required by Section 6.9, any Holder of a Security who has been a bona fide
		Holder of a Security of such series for at least six months may, on behalf of
		himself and all others similarly situated, petition any court of competent
		jurisdiction for the appointment of a successor Trustee with respect to the
		Securities of such series.
	 

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

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

	 
		Section 6.9 Acceptance of Appointment by Successor.
	 

	 
		(1) Upon the appointment hereunder of any
		successor Trustee with respect to all Securities, such successor Trustee so
		appointed shall execute, acknowledge and deliver to the Company, the Guarantor
		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 
	 

	 
		 
	 

	 
		 
	 

	 
		56
	 

	 
		 
	 



	 
	 

	 

	 
		of the retiring Trustee; but, on the written
		request of the Company or such successor Trustee, such retiring Trustee, upon
		payment of its charges, shall execute and deliver an instrument transferring to
		such successor Trustee all the rights, powers and trusts of the retiring
		Trustee and, subject to Section 10.3, shall duly assign, transfer and deliver
		to such successor Trustee all property and money held by such retiring Trustee
		hereunder, subject nevertheless to its claim, if any, provided for in Section
		6.6.
	 

	 
		(2) Upon the appointment hereunder of any
		successor Trustee with respect to the Securities of one or more (but not all)
		series, the Company, the retiring Trustee and such successor Trustee shall
		execute and deliver an indenture supplemental hereto wherein each successor
		Trustee shall accept such appointment and which (1) shall contain such
		provisions as shall be necessary or desirable to transfer and confirm to, and
		to vest in, such successor Trustee all the rights, powers, trusts and duties of
		the retiring Trustee with respect to the Securities of that or those series to
		which the appointment of such successor Trustee relates, (2) if the retiring
		Trustee is not retiring with respect to all Securities, shall contain such
		provisions as shall be deemed necessary or desirable to confirm that all the
		rights, powers, trusts and duties of the retiring Trustee with respect to the
		Securities of that or those series as to which the retiring Trustee is not
		retiring shall continue to be vested in the retiring Trustee, and (3) shall add
		to or change any of the provisions of this Indenture as shall be necessary to
		provide for or facilitate the administration of the trusts hereunder by more
		than one Trustee, it being understood that nothing herein or in such
		supplemental indenture shall constitute such Trustees co-trustees of the same
		trust, that each such Trustee shall be trustee of a trust or trusts hereunder
		separate and apart from any trust or trusts hereunder administered by any other
		such Trustee and that no Trustee shall be responsible for any notice given to,
		or received by, or any act or failure to act on the part of any other Trustee
		hereunder, and, upon the execution and delivery of such supplemental indenture,
		the resignation or removal of the retiring Trustee shall become effective to
		the extent provided therein, such retiring Trustee shall have no further
		responsibility for the exercise of rights and powers or for the performance of
		the duties and obligations vested in the Trustee under this Indenture with
		respect to the Securities of that or those series to which the appointment of
		such successor Trustee relates other than as hereinafter expressly set forth,
		and such successor Trustee, without any further act, deed or conveyance, shall
		become vested with all the rights, powers, trusts and duties of the retiring
		Trustee with respect to the Securities of that or those series to which the
		appointment of such successor Trustee relates; but, on written request of the
		Company, the Guarantor or such successor Trustee, such retiring Trustee, upon
		payment of its charges with respect to the Securities of that or those series
		to which the appointment of such successor Trustee relates and subject to
		Section 10.3 shall duly assign, transfer and deliver to such successor Trustee,
		to the extent contemplated by such supplemental indenture, the property and
		money held by such retiring Trustee hereunder with respect to the Securities of
		that or those series to which the appointment of such successor Trustee
		relates, subject to its claim, if any, provided for in Section 6.6.
	 

	 
		(3) Upon request of any Person appointed
		hereunder as a successor Trustee, the Company shall execute any and all
		instruments for more fully and certainly vesting in 
	 

	 
		 
	 

	 
		 
	 

	 
		57
	 

	 
		 
	 



	 
	 

	 

	 
		and confirming to such successor Trustee all
		such rights, powers and trusts referred to in paragraph (1) or (2) of this
		Section, as the case may be. 
	 

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

	 
		Section 6.10 Merger, Conversion, Consolidation or Succession to
		Business.
	 

	 
		Any Corporation into which the Trustee may
		be merged or converted or with which it may be consolidated, or any Corporation
		resulting from any merger, conversion or consolidation to which the Trustee
		shall be a party, shall be the successor of the Trustee hereunder, without the
		execution or filing of any paper or any further act on the part of any of the
		parties hereto. In case any Securities shall have been authenticated but not
		delivered by the Trustee then in office, any successor by merger, conversion or
		consolidation to such authenticating Trustee may adopt such authentication and
		deliver the Securities so authenticated with the same effect as if such
		successor Trustee had itself authenticated such Securities.
	 

	 
		Section 6.11 Appointment of Authenticating Agent.
	 

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

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

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

	 
		 
	 

	 
		 
	 

	 
		58
	 

	 
		 
	 



	 
	 

	 

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

	 

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

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

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

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

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  DEUTSCHE BANK TRUST COMPANY
				  AMERICAS, as Trustee
				

			 
	 	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  as Authenticating Agent
				

			 
	 	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Authorized Officer
				

			 

 

	 
		If all of the Securities of any series may
		not be originally issued at one time, and if the Trustee does not have an
		office capable of authenticating Securities upon original issuance located in a
		Place of Payment where the Company wishes to have Securities of such series
		
	 

	 
		 
	 

	 
		 
	 

	 
		59
	 

	 
		 
	 



	 
	 

	 

	 
		authenticated upon original issuance, the
		Trustee, if so requested in writing (which writing need not be accompanied by
		or contained in an Officers’ Certificate by the Company), shall appoint in
		accordance with this Section an Authenticating Agent having an office in a
		Place of Payment designated by the Company with respect to such series of
		Securities. 
	 

	 
		Article 7 
	 

	 
		HOLDERS LISTS AND REPORTS BY TRUSTEE AND
		COMPANY 
	 

	 
		Section 7.1 Company to Furnish Trustee Names and Addresses of
		Holders.
	 

	 
		In accordance with Section 312(a) of the
		Trust Indenture Act, the Company shall furnish or cause to be furnished to the
		Trustee 
	 

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

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

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

	 
		Section 7.2 Preservation of Information; Communications to
		Holders.
	 

	 
		The Trustee shall comply with the
		obligations imposed upon it pursuant to Section 312 of the Trust Indenture
		Act.
	 

	 
		Every Holder of Securities or Coupons, by
		receiving and holding the same, agrees with the Company and the Trustee that
		none of the Company, the Trustee, any Paying Agent or any Security Registrar
		shall be held accountable by reason of the disclosure of any such information
		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 September 15 of
		each year commencing with the first September 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.
	 

	 
		 
	 

	 
		 
	 

	 
		60
	 

	 
		 
	 



	 
	 

	 

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

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

	 
		Section 7.4 Reports by Company.
	 

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

	 
		(1) file with the Trustee, within 15 days
		after the Guarantor files the same with the Commission, copies of the annual
		reports and of the information, documents and other reports (or copies of such
		portions of any of the foregoing as the Commission may from time to time by
		rules and regulations prescribe) which the Guarantor 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 Guarantor is not required to file
		information, documents or reports pursuant to either of said Sections, then it
		shall file with the Trustee and the Guarantor shall file with 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 Guarantor
		shall file with 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 and the
		Guarantor, with the conditions and covenants of this Indenture as may be
		required from time to time by such rules and regulations; and 
	 

	 
		(3) transmit within 30 days after the filing
		thereof with the Trustee, in the manner and to the extent provided in Section
		313(c) of the Trust Indenture Act, such summaries of any information, documents
		and reports required to be filed by the Guarantor pursuant to paragraph (1) of
		this Section or by the Company pursuant to paragraph (2) of this Section as may
		be required by rules and regulations prescribed from time to time by the
		Commission. 
	 

	 
		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 
	 

	 
		 
	 

	 
		 
	 

	 
		61
	 

	 
		 
	 




	 
	 

	 

	 
		or convey, transfer or lease its properties
		and assets as an entirety or substantially as an entirety to the Company;
		unless: 
	 

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

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

	 
		(3) either the Company or the successor
		Person shall have delivered to the Trustee an Officers’ Certificate and an
		Opinion of Counsel, each stating that such consolidation, merger, conveyance,
		transfer or lease and, if a supplemental indenture is required in connection
		with such transaction, such supplemental indenture comply with this Article and
		that all conditions precedent herein provided for relating to such transaction
		have been complied with.
	 

	 
		Section 8.2 Successor Person Substituted for Company.
	 

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

	 
		 
	 

	 
		 
	 

	 
		62
	 

	 
		 
	 



	 
	 

	 

	 
		Section 8.3 Guarantor May Consolidate, Etc., Only on Certain
		Terms.
	 

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

	 
		(1) in case the Guarantor shall consolidate
		or amalgamate with or merge into another Person or convey, transfer or lease
		its properties and assets as an entirety or substantially as an entirety to any
		Person, the Person formed by such consolidation or amalgamation or into which
		the Guarantor is merged or the Person which acquires by conveyance or transfer,
		or which leases, the properties and assets of the Guarantor as an entirety or
		substantially as an entirety shall be a Corporation organized and existing
		under the laws of the United States of America, any state thereof or the
		District of Columbia, Bermuda, or any other country which is on the date of
		this Indenture a member of the Organization for Economic Co-operation and
		Development, and shall expressly assume, by an indenture (or indentures, if at
		such time there is more than one Trustee) supplemental hereto, executed by the
		successor Person and the Company 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 Guarantor 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 of the Guarantor;
	 

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

	 
		(3) either the Guarantor or the successor
		Person shall have delivered to the Trustee a Guarantor’s 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.
	 

	 
		Section 8.4 Successor Person Substituted for
		Guarantor.
	 

	 
		Upon any consolidation or amalgamation by
		the Guarantor with or merger of the Guarantor into any other Person or any
		conveyance, transfer or lease of the properties and assets of the Guarantor
		substantially as an entirety to any Person in accordance with Section 8.3, the
		successor Person formed by such consolidation or amalgamation or into which the
		Guarantor is merged or to which such conveyance, transfer or lease is made
		shall succeed to, and be 
	 

	 
		 
	 

	 
		 
	 

	 
		63
	 

	 
		 
	 



	 
	 

	 

	 
		substituted for, and may exercise every
		right and power of, the Guarantor under this Indenture with the same effect as
		if such successor Person had been named as the Guarantor herein; and
		thereafter, except in the case of a lease, the predecessor Person shall be
		released from all obligations and covenants under this Indenture, the
		Securities and the Coupons and the Subordinated Debt Securities Guarantee
		Agreement.
	 

	 
		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), the Guarantor (when authorized by or pursuant to a Board
		Resolution by the Guarantor’s Board of Directors) 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 or the Guarantor or both the Company and the Guarantor,
		and the assumption by any such successor of the covenants of the Company and
		the Guarantor, as applicable, contained herein and in the Securities; or
		
	 

	 
		(2) to add to the covenants of the Company
		or the Guarantor or both the Company and the Guarantor 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 the Guarantor or both the Company and the
		Guarantor; or 
	 

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

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

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

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		64
	 

	 
		 
	 



	 
	 

	 

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

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

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

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

	 
		(10) to secure the Securities; or 
	 

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

	 
		(12) to amend or supplement any provision
		contained herein or in any supplemental indenture, provided that no such
		amendment or supplement shall materially adversely affect the interests of the
		Holders of any Securities then Outstanding.
	 

	 
		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), the Guarantor (when authorized
		by or pursuant to a Board Resolution of the Guarantor’s Board of
		Directors) and the Trustee may enter into an indenture or indentures
		supplemental hereto for the purpose of adding any provisions to or changing in
		any manner or eliminating any of the provisions of this Indenture or of
		modifying in any manner the rights of the Holders of Securities of such series
		under this Indenture or of the Securities of such series; provided, however,
		that no such supplemental indenture, without the consent of the Holder of each
		Outstanding Security affected thereby, shall 
	 

	 
		(1) change the Stated Maturity of the
		principal of, or any premium or installment of interest on or any Additional
		Amounts with respect to, any Security, or reduce the principal amount thereof
		(or modify the calculation of such principal amount) or the rate (or modify the
		calculation of such rate) of interest thereon or any Additional Amounts with
		respect thereto, or any premium payable upon the redemption thereof or
		otherwise, or change the obligation of the Company to pay Additional Amounts
		pursuant 
	 

	 
		 
	 

	 
		 
	 

	 
		65
	 

	 
		 
	 



	 
	 

	 

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

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

	 
		(3) modify any of the provisions of this
		Indenture relating to the subordination of the Securities in a manner adverse
		to Holders of Securities, or 
	 

	 
		(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.
	 

	 
		A supplemental indenture which changes or
		eliminates any covenant or other provision of this Indenture which shall have
		been included expressly and solely for the benefit of one or more particular
		series of Securities, or which modifies the rights of the Holders of Securities
		of such series with respect to such covenant or other provision, shall be
		deemed not to affect the rights under this Indenture of the Holders of
		Securities of any other series.
	 

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

	 
		Section 9.3 Execution of Supplemental Indentures.
	 

	 
		As a condition to executing, or accepting
		the additional trusts created by, any supplemental indenture permitted by this
		Article or the modifications thereby of the trust created by this Indenture,
		the Trustee shall be 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 Officers’ Certificate stating that
		all conditions precedent to the execution of such supplemental indenture have
		been fulfilled. The Trustee may, but shall not be obligated to, enter into any
		such 
	 

	 
		 
	 

	 
		 
	 

	 
		66
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		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 Effect on Senior Indebtedness.
	 

	 
		No supplemental indenture shall directly or
		indirectly modify or eliminate the provisions of Article 16 in any manner which
		might terminate or impair the subordination of the Securities of any series to
		Indebtedness of the Company which constitutes Senior Indebtedness with respect
		to such series without the prior written consent of the holders of such Senior
		Indebtedness.
	 

	 
		Section 9.8 Notice of Supplemental Indenture.
	 

	 
		Promptly after the execution by the Company,
		the Guarantor 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. 
	 

	 
		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 
	 

	 
		 
	 

	 
		 
	 

	 
		67
	 

	 
		 
	 



	 
	 

	 

	 
		interest on and any Additional Amounts with
		respect to the Securities of such series in accordance with the terms thereof,
		any Coupons appertaining thereto and this Indenture. Any interest due on any
		Bearer Security on or before the Maturity thereof, and any Additional Amounts
		payable with respect to such interest, shall be payable only upon presentation
		and surrender of the Coupons appertaining thereto for such interest as they
		severally mature.
	 

	 
		Section 10.2 Maintenance of Office or Agency.
	 

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

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

	 
		 
	 

	 
		 
	 

	 
		68
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

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

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

	 
		Section 10.3 Money for Securities Payments to Be Held in
		Trust.
	 

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

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

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

	 
		 
	 

	 
		 
	 

	 
		69
	 

	 
		 
	 



	 
	 

	 

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

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

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

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

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

	 
		Section 10.4 Additional Amounts.
	 

	 
		All payments of principal of and premium, if
		any, interest and any other Amounts on, or in respect of, the Securities of any
		series or any Coupon appertaining thereto shall be made without withholding or
		deduction at source for, or on account of, any present or future taxes, fees,
		duties, assessments or governmental charges of whatever nature imposed or
		levied by or on 
	 

	 
		 
	 

	 
		 
	 

	 
		70
	 

	 
		 
	 



	 
	 

	 

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

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

	 
		(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 
	 

	 
		(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 who is a 
	 

	 
		 
	 

	 
		 
	 

	 
		71
	 

	 
		 
	 



	 
	 

	 

	 
		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 related Series Authorization of the applicable series,
		at least 10 days prior to the first Interest Payment Date with respect to a
		series of Securities (or if the Securities of such series shall not bear
		interest prior to Maturity, the first day on which a payment of principal is
		made), and at least 10 days prior to each date of payment of principal or
		interest if there has been any change with respect to the matters set forth in
		the below-mentioned Officers’ Certificate, the Company shall furnish to
		the Trustee and the principal Paying Agent or Paying Agents, if other than the
		Trustee, an Officers’ Certificate 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 Officers’ 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 reasonably incurred without negligence or bad faith on their part
		arising out of or in connection with actions taken or omitted by any of them in
		reliance on any Officers’ Certificate furnished pursuant to this Section
		10.4
	 

	 
		Section 10.5 Corporate Existence.
	 

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

	 
		 
	 

	 
		 
	 

	 
		72
	 

	 
		 
	 



	 
	 

	 

	 
		Section 10.6 Waiver of Certain Covenants.
	 

	 
		The Company and the Guarantor may omit in
		any particular instance to comply with any term, provision or condition set
		forth in Section 10.7 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 Guarantor 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 and Guarantor’s Statement as to Compliance;
		Notice of Certain Defaults.
	 

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

	 
		(a) a review of the activities of the
		Company or the Guarantor, as the case may be, 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 or the Guarantor, as the case may be, 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) or (5) 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.
	 

	 
		Section 10.8 Calculation of Original Issue Discount.
	 

	 
		The Company shall file with the Trustee
		promptly at the end of each calendar year (i) a written notice specifying the
		amount of original issue discount (including daily rates and 
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		73
	 

	 
		 
	 



	 
	 

	 

	 
		accrual periods) accrued on Outstanding
		Original Issue Discount Securities as of the end of such year and (ii) such
		other specific information relating to such original issue discount as may then
		be relevant under the Code, as amended from time to time.
	 

	 
		Article 11 
	 

	 
		REDEMPTION OF SECURITIES
	 

	 
		Section 11.1 Applicability of Article.
	 

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

	 
		Section 11.2 Election to Redeem; Notice to Trustee.
	 

	 
		The election of the Company to redeem any
		Securities shall be evidenced by or pursuant to a Board Resolution. In case of
		any redemption at the election of the Company of (a) less than all of the
		Securities of any series or (b) all of the Securities of any series, with the
		same issue date, interest rate or formula, Stated Maturity and other terms, the
		Company shall, at least 45 days prior to the Redemption Date fixed by the
		Company (unless a shorter notice shall be satisfactory to the Trustee), notify
		the Trustee in writing of such Redemption Date and of the principal amount of
		Securities of such series to be redeemed.
	 

	 
		Section 11.3 Selection by Trustee of Securities to be
		Redeemed.
	 

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

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

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

	 
		Unless otherwise specified in or pursuant to
		this Indenture or the related Series Authorization of any series, if any
		Security selected for partial redemption is converted into Common Stock of the
		Company or exchanged for other securities in part before termination of the
		conversion or exchange right with respect to the portion of the Security so
		selected, the 
	 

	 
		 
	 

	 
		 
	 

	 
		74
	 

	 
		 
	 



	 
	 

	 

	 
		converted portion of such Security shall be
		deemed (so far as may be) to be the portion selected for redemption. Securities
		which have been converted or exchanged during a selection of Securities to be
		redeemed shall be treated by the Trustee as Outstanding for the purpose of such
		selection.
	 

	 
		Section 11.4 Notice of Redemption.
	 

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

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

	 
		All notices of redemption shall state:
		
	 

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

	 
		(2) the Redemption Price, 
	 

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

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

	 
		(5) that, on the Redemption Date, the
		Redemption Price shall become due and payable upon each such Security or
		portion thereof to be redeemed, in the case of a Registered Security, together
		with any accrued interest and Additional Amounts pertaining thereto, and that
		unless the Company shall default in the payment of the Redemption Price and
		other amounts then due, interest thereon, if applicable, shall cease to accrue
		on and after said date,
	 

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

	 
		 
	 

	 
		 
	 

	 
		75
	 

	 
		 
	 



	 
	 

	 

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

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

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

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

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

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

	 
		Notice of redemption of Securities shall be
		given by the Company or, at the Company’s request, by the Trustee in the
		name and at the expense of the Company.
	 

	 
		Section 11.5 Deposit of Redemption Price.
	 

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

	 
		Section 11.6 Securities Payable on Redemption Date.
	 

	 
		Notice of redemption having been given as
		aforesaid, the Securities so to be redeemed shall, become due and payable on
		the Redemption Date, at the Redemption Price therein specified, and from and
		after such date (unless the Company shall default in the payment of the
		Redemption Price and any accrued interest or Additional Amounts) such
		Securities shall cease to bear interest and the Coupons for such interest
		appertaining to any Bearer Securities so
	 

	 
		 
	 

	 
		 
	 

	 
		76
	 

	 
		 
	 



	 
	 

	 

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

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

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

	 
		Section 11.7 Securities Redeemed in Part.
	 

	 
		Any Registered Security which is to be
		redeemed only in part shall be surrendered at any Office or Agency for such
		Security (with, if the Company or the Trustee so requires, due endorsement by,
		or a written instrument of transfer in form satisfactory to the Company and the
		Trustee duly executed by, the Holder thereof or his attorney duly authorized in
		writing) and the Company shall execute and the Trustee shall 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
	 

	 
		 
	 

	 
		 
	 

	 
		77
	 

	 
		 
	 



	 
	 

	 

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

	 
		Article 12 
	 

	 
		SINKING FUNDS
	 

	 
		Section 12.1 Applicability of Article.
	 

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

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

	 
		Section 12.2 Satisfaction of Sinking Fund Payments with
		Securities.
	 

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

	 
		 
	 

	 
		 
	 

	 
		78
	 

	 
		 
	 



	 
	 

	 

	 
		Securities of that series purchased by the
		Company having an unpaid principal amount equal to the cash payment requested
		to be released to the Company.
	 

	 
		Section 12.3 Redemption of Securities for Sinking
		Fund.
	 

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

	 
		Article 13 
	 

	 
		REPAYMENT AT THE OPTION OF HOLDERS
	 

	 
		Section 13.1 Applicability of Article.
	 

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

	 
		 
	 

	 
		 
	 

	 
		79
	 

	 
		 
	 



	 
	 

	 

	 
		Article 14 
	 

	 
		SECURITIES IN FOREIGN CURRENCIES
	 

	 
		Section 14.1 Applicability of Article.
	 

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

	 
		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
		
	 

	 
		 
	 

	 
		 
	 

	 
		80
	 

	 
		 
	 



	 
	 

	 

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

	 
		Section 15.3 Persons Entitled to Vote at Meetings.
	 

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

	 
		Section 15.4 Quorum; Action.
	 

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

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

	 
		 
	 

	 
		 
	 

	 
		81
	 

	 
		 
	 



	 
	 

	 

	 
		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.
	 

	 
		(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 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
	 

	 
		 
	 

	 
		 
	 

	 
		82
	 

	 
		 
	 



	 
	 

	 

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

	 
		Article 16 
	 

	 
		SUBORDINATION OF SECURITIES
	 

	 
		Section 16.1 Agreement to Subordinate.
	 

	 
		The Company covenants and agrees, and each
		Holder of Securities issued hereunder and under any indenture supplemental
		hereto or pursuant to a Board Resolution and Officers’ Certificate
		(“Additional
		Provisions”) by such Holder’s
		acceptance thereof likewise covenants and agrees, that all Securities shall be
		issued subject to the provisions of this Article 16; and each Holder of a
		Security, whether upon original issue or upon transfer or assignment thereof,
		accepts and agrees to be bound by such provisions.
	 

	 
		The payment by the Company of the principal
		of, any premium and interest on and any Additional Amounts with respect to all
		Securities of each series issued hereunder and under any Additional Provisions
		shall, to the extent and in the manner hereinafter set forth and subject to the
		provisions of the relates Series Authorization, be subordinate in right of
		payment to the prior payment in full of all Indebtedness of the Company which
		constitutes Senior Indebtedness, whether outstanding at the date of this
		Indenture or thereafter incurred.
	 

	 
		No provision of this Article 16 shall
		prevent the occurrence of any default or Event of Default hereunder.
	 

	 
		All references in this Article 16 to Holders
		of Securities shall be deemed to include Holders of Coupons.
	 

	 
		 
	 

	 
		 
	 

	 
		83
	 

	 
		 
	 



	 
	 

	 

	 
		Section 16.2 Default on Senior Indebtedness.
	 

	 
		In the event and during the continuation of
		any default by the Company in the payment of principal, premium, interest or
		any other amount due on any Senior Indebtedness with respect to the Securities
		of any series, or in the event that the maturity of any Senior Indebtedness
		with respect to the Securities of any series has been accelerated because of a
		default, then, in either case, no payment shall be made by the Company with
		respect to the principal (including redemption and sinking fund payments) of,
		any premium or interest on, or any Additional Amounts with respect to, the
		Securities of such series or to acquire such Securities (other than pursuant to
		the conversion of such Securities).
	 

	 
		In the event that, notwithstanding the
		foregoing, any payment shall be received by the Trustee when such payment is
		prohibited by the preceding paragraph of this Section 16.2, such payment shall
		be held in trust for the benefit of, and shall be paid over or delivered to,
		the holders of such Senior Indebtedness or their respective representatives, or
		to the trustee or trustees under any indenture pursuant to which any of such
		Senior Indebtedness may have been issued, as their respective interests may
		appear, but only to the extent that the holders of such Senior Indebtedness (or
		their representative or representatives or a trustee) notify the Trustee in
		writing within 90 days of such payment of the amounts then due and owing on
		such Senior Indebtedness and only the amounts specified in such notice to the
		Trustee shall be paid to the holders of such Senior Indebtedness.
	 

	 
		Section 16.3 Liquidation; Dissolution; Bankruptcy.
	 

	 
		Upon any payment by the Company or
		distribution of assets of the Company of any kind or character, whether in
		cash, property or securities, to creditors upon any total or partial
		dissolution, winding-up, reorganization, assignment for the benefit of
		creditors or marshaling of assets of the Company, whether voluntary or
		involuntary, or in bankruptcy, insolvency, receivership or other similar
		proceedings relating to the Company or its assets, all amounts due upon all
		Senior Indebtedness with respect to the Securities of any series shall first be
		paid in full, or payment thereof provided for in money in accordance with its
		terms, before any payment is made by the Company on account of the principal
		of, premium or interest on, or Additional Amounts with respect to, the
		Securities of such series; and in any such case, any payment by the Company, or
		distribution of assets of the Company of any kind or character, whether in
		cash, property or securities, to which the Holders or the Trustee (on behalf of
		Holders with respect to the principal of, premium or interest on or Additional
		Amounts with respect to, the Securities of such Series) would be entitled to
		receive from the Company, except for the provisions of this Article 16, shall
		be paid by the Company or by any receiver, trustee in bankruptcy, liquidating
		trustee, agent or other Person making such payment or distribution, or by the
		Holders or by the Trustee under this Indenture if received by them or it,
		directly to the holders of such Senior Indebtedness (pro rata to such holders
		having equal seniority on the basis of the respective amounts of such Senior
		Indebtedness held by such holders, as calculated by the Company) or their
		representative or representatives, or to the trustee or trustees under any
		indenture pursuant to which any instruments evidencing such Senior Indebtedness
		may have been issued, as their respective interests may appear, to the extent
		necessary to pay such Senior Indebtedness in full, in money or money’s
		worth, after giving effect to any concurrent payment
	 

	 
		 
	 

	 
		 
	 

	 
		84
	 

	 
		 
	 



	 
	 

	 

	 
		or distribution to or for the holders of
		such Senior Indebtedness, before any payment or distribution is made to the
		Holders of the Securities of such series or to the Trustee.
	 

	 
		In the event that, notwithstanding the
		foregoing, any payment or distribution of assets of the Company of any kind or
		character, whether in cash, property or securities, prohibited by the foregoing
		shall be received by the Trustee before all such Senior Indebtedness is paid in
		full, or provision is made for such payment in money in accordance with its
		terms, such payment or distribution shall be held in trust for the benefit of
		and shall be paid over or delivered to the holders of such Senior Indebtedness
		or their representative or representatives, or to the trustee or trustees under
		any indenture pursuant to which any instruments evidencing such Senior
		Indebtedness may have been issued, as their respective interests may appear, as
		calculated by the Company, for application to the payment of all such Senior
		Indebtedness remaining unpaid to the extent necessary to pay such Senior
		Indebtedness in full in money in accordance with its terms, after giving effect
		to any concurrent payment or distribution to or for the benefit of the holders
		of such Senior Indebtedness.
	 

	 
		For purposes of this Article 16, the words
		“cash, property or securities” shall not be deemed to include shares
		of stock of the Company as reorganized or readjusted, or securities of the
		Company or any other corporation provided for by a plan of reorganization or
		readjustment, the payment of which is subordinated at least to the extent
		provided in this Article 16 with respect to the Securities of the relevant
		series to the payment of all Senior Indebtedness with respect to the Securities
		of such series that may at the time be outstanding, provided that (i) such
		Senior Indebtedness is assumed by the new corporation, if any, resulting from
		any such reorganization or readjustment, and (ii) the rights of the holders of
		such Senior Indebtedness are not, without the consent of such holders, altered
		by such reorganization or readjustment. The consolidation or amalgamation of
		the Company with, or the merger of the Company into, another Person or the
		liquidation or dissolution of the Company following the conveyance, transfer or
		lease of its property as an entirety, or substantially as an entirety, to
		another Person upon the terms and conditions provided for in Article 8 of this
		Indenture shall not be deemed a dissolution, winding-up, liquidation or
		reorganization for the purposes of this Section 16.3 if such other Person
		shall, as a part of such consolidation, amalgamation, merger, conveyance or
		transfer, comply with the conditions stated in Article 8 of this
		Indenture.
	 

	 
		Section 16.4 Subrogation.
	 

	 
		Subject to the payment in full of all Senior
		Indebtedness with respect to the Securities of any series, the rights of the
		Holders of the Securities of such series shall be subrogated to the rights of
		the holders of such Senior Indebtedness to receive payments or distributions of
		cash, property or securities of the Company applicable to such Senior
		Indebtedness until the principal of, any premium and interest on, and any
		Additional Amounts with respect to, the Securities of such series shall be paid
		in full; and, for the purposes of such subrogation, no payments or
		distributions to the holders of such Senior Indebtedness of any cash, property
		or securities to which the Holders or the Trustee would be entitled except for
		the provisions of this Article 16, and no payment over pursuant to the
		provisions of this Article 16 to or for the benefit of the holders of such
		Senior Indebtedness by Holders of the Securities of such series or the Trustee,
		shall, as between the Company, its creditors other than holders of such Senior
		Indebtedness, and the Holders of the Securities of such series, be deemed to be
		a payment
	 

	 
		 
	 

	 
		 
	 

	 
		85
	 

	 
		 
	 



	 
	 

	 

	 
		by the Company to or on account of such
		Senior Indebtedness. It is understood that the provisions of this Article 16
		are and are intended solely for the purposes of defining the relative rights of
		the Holders of the Securities of each series, on the one hand, and the holders
		of the Senior Indebtedness with respect to the Securities of such series on the
		other hand.
	 

	 
		Nothing contained in this Article 16 or
		elsewhere in this Indenture, any Additional Provisions or in the Securities of
		any series is intended to or shall impair, as between the Company, its
		creditors other than the holders of Senior Indebtedness with respect to the
		Securities of such series, and the Holders of the Securities of such series,
		the obligation of the Company, which is absolute and unconditional, to pay to
		the Holders of the Securities of such series the principal of, any premium and
		interest on, and any Additional Amounts with respect to, the Securities of such
		series as and when the same shall become due and payable in accordance with
		their terms, or is intended to or shall affect the relative rights of the
		Holders of the Securities of such series and creditors of the Company, other
		than the holders of such Senior Indebtedness, nor shall anything herein or
		therein prevent the Trustee or the Holder of any Security of such series from
		exercising all remedies otherwise permitted by applicable law upon default
		under this Indenture, subject to the rights, if any, under this Article 16 of
		the holders of such Senior Indebtedness in respect of cash, property or
		securities of the Company, as the case may be, received upon the exercise of
		any such remedy.
	 

	 
		Upon any payment or distribution of assets
		of the Company referred to in this Article 16, the Trustee, subject to the
		provisions of Article 6 of this Indenture, and the Holders shall be entitled to
		conclusively rely upon any order or decree made by any court of competent
		jurisdiction in which such dissolution, winding-up, liquidation or
		reorganization proceedings are pending, or a certificate of the receiver,
		trustee in bankruptcy, liquidation trustee, agent or other Person making such
		payment or distribution, delivered to the Trustee or to the Holders of the
		Securities of any series, for the purposes of ascertaining the Persons entitled
		to participate in such distribution, the holders of Senior Indebtedness with
		respect to the Securities of such series and other indebtedness of the Company,
		as the case may be, the amount thereof or payable thereon, the amount or
		amounts paid or distributed thereon and all other facts pertinent thereto or to
		this Article 16.
	 

	 
		Section 16.5 Trustee to Effectuate Subordination.
	 

	 
		Each Holder of Securities by such
		Holder’s acceptance thereof authorizes and directs the Trustee on such
		Holder’s behalf to take such action as may be necessary or appropriate to
		effectuate the subordination provided in this Article 16 and appoints the
		Trustee such Holder’s attorney-in-fact for any and all such
		purposes.
	 

	 
		Section 16.6 Notice by the Company.
	 

	 
		The Company shall give prompt written notice
		to a Responsible Officer of the Trustee of any fact known to the Company that
		would prohibit the making of any payment of monies to or by the Trustee in
		respect of the Securities of any series pursuant to the provisions of this
		Article 16. Notwithstanding the provisions of this Article 16 or any other
		provision of this Indenture or any Additional Provisions, the Trustee shall not
		be charged with knowledge of the existence of any facts that would prohibit the
		making of any payment of monies to or by the 
	 

	 
		 
	 

	 
		 
	 

	 
		86
	 

	 
		 
	 



	 
	 

	 

	 
		Trustee in respect of the Securities of any
		series pursuant to the provisions of this Article 16, unless and until a
		Responsible Officer of the Trustee shall have received written notice thereof
		from the Company or a holder or holders of Senior Indebtedness with respect to
		the Securities of such series or from any trustee therefor; and before the
		receipt of any such written notice, the Trustee, subject to the provisions of
		Article 6 of this Indenture, shall be entitled in all respects to assume that
		no such facts exist; provided, however, that if the Trustee shall not have
		received the notice provided for in this Section 16.6 at least two Business
		Days prior to the date upon which by the terms hereof any money may become
		payable for any purpose (including, without limitation, the payment of the
		principal of, any premium or interest on, or any Additional Amounts with
		respect to, any Security of such series), then, anything herein contained to
		the contrary notwithstanding, the Trustee shall have full power and authority
		to receive such money and to apply the same to the purposes for which they were
		received, and shall not be affected by any notice to the contrary that may be
		received by it within two Business Days prior to such date. 
	 

	 
		The Trustee, subject to the provisions of
		Article 6 of this Indenture, shall be entitled to conclusively rely on the
		delivery to it of a written notice by a Person representing himself to be a
		holder of Senior Indebtedness with respect to the Securities of any series (or
		a trustee on behalf of such holder), to establish that such notice has been
		given by a holder of such Senior Indebtedness or a trustee on behalf of any
		such holder or holders. In the event that the Trustee determines in good faith
		that further evidence is required with respect to the right of any Person as a
		holder of such Senior Indebtedness to participate in any payment or
		distribution pursuant to this Article 16, the Trustee may request such Person
		to furnish evidence to the reasonable satisfaction of the Trustee as to the
		amount of such Senior Indebtedness held by such Person, the extent to which
		such Person is entitled to participate in such payment or distribution and any
		other facts pertinent to the rights of such Person under this Article 16, and,
		if such evidence is not furnished, the Trustee may defer any payment to such
		Person pending judicial determination as to the right of such Person to receive
		such payment.
	 

	 
		Upon any payment or distribution of assets
		of the Company referred to in this Article 16, the Trustee and the Holders
		shall be entitled to conclusively rely upon any order or decree entered by any
		court of competent jurisdiction in which such insolvency, bankruptcy,
		receivership, liquidation, reorganization, dissolution, winding-up or similar
		case or proceeding is pending, or a certificate of the trustee in bankruptcy,
		liquidating trustee, custodian, receiver, assignee for the benefit of
		creditors, agent or other Person making such payment or distribution, delivered
		to the Trustee or to the Holders of the Securities of any series, for the
		purpose of ascertaining the Persons entitled to participate in such payment or
		distribution, the holders of Senior Indebtedness with respect to the Securities
		of such series and other indebtedness of the Company, the amount thereof or
		payable thereon, the amount or amounts paid or distributed thereon and all
		other facts pertinent thereto or to this Article 16.
	 

	 
		Section 16.7 Rights of the Trustee; Holders of Senior
		Indebtedness.
	 

	 
		The Trustee in its individual capacity shall
		be entitled to all the rights set forth in this Article 16 in respect of any
		Senior Indebtedness with respect to the Securities of any series at any time
		held by it, to the same extent as any other holder of such Senior Indebtedness,
		and nothing in this Indenture or any Additional Provisions shall deprive the
		Trustee of any of its rights as such holder.
	 

	 
		 
	 

	 
		 
	 

	 
		87
	 

	 
		 
	 



	 
	 

	 

	 
		With respect to the holders of Senior
		Indebtedness with respect to the Securities of any series, the Trustee
		undertakes to perform or to observe only such of its covenants and obligations
		as are specifically set forth in this Article 16, and no implied covenants or
		obligations with respect to the holders of such Senior Indebtedness shall be
		read into this Indenture or any Additional Provisions against the Trustee. The
		Trustee shall not be deemed to owe any fiduciary duty to the holders of such
		Senior Indebtedness and, subject to the provisions of Article 6 of this
		Indenture, the Trustee shall not be liable to any holder of such Senior
		Indebtedness if it shall pay over or deliver to Holders of the Securities of
		such series, the Company or any other Person money or assets to which any
		holder of such Senior Indebtedness shall be entitled by virtue of this Article
		16 or otherwise.
	 

	 
		Nothing in this Article 16 shall apply to
		claims of, or payments to, the Trustee under or pursuant to Section 6.6.

	 

	 
		Section 16.8 Subordination May Not Be Impaired.
	 

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

	 
		Without in any way limiting the generality
		of the foregoing paragraph, the holders of Senior Indebtedness with respect to
		the Securities of any series may, at any time and from time to time, without
		the consent of or notice to the Trustee or the Holders of Securities of such
		series, without incurring responsibility to such Holders and without impairing
		or releasing the subordination provided in this Article 16 or the obligations
		hereunder of the Holders of the Securities of such series to the holders of
		such Senior Indebtedness, do any one or more of the following: (i) change the
		manner, place or terms of payment or extend the time of payment of, or renew or
		alter, such Senior Indebtedness, or otherwise amend or supplement in any manner
		such Senior Indebtedness or any instrument evidencing the same or any agreement
		under which such Senior Indebtedness is outstanding; (ii) sell, exchange,
		release or otherwise deal with any property pledged, mortgaged or otherwise
		securing such Senior Indebtedness; (iii) release any Person liable in any
		manner for the collection of such Senior Indebtedness; and (iv) exercise or
		refrain from exercising any rights against the Company and any other
		Person.
	 

	 
		Section 16.9 Application by Trustee of Assets Deposited with
		It.
	 

	 
		Amounts deposited in trust with the Trustee
		pursuant to and in accordance with this Indenture, including without limitation
		pursuant to Article 4 hereof, shall be for the sole benefit of the Holders of
		the Securities and, to the extent allocated for the payment of Securities,
		shall not be subject to the subordination provisions of this Article 16.
		Otherwise, any deposit of assets with the Trustee or any Paying Agent (whether
		or not in trust) for the payment of any Securities shall be subject to the
		provisions of Sections 16.1, 16.2, and 16.3; provided that, if prior to two
		Business Days preceding the date on which by the terms of this Indenture any
		such assets may become distributable for any purpose (including, without
		limitation, the payment of
	 

	 
		 
	 

	 
		 
	 

	 
		88
	 

	 
		 
	 



	 
	 

	 

	 
		any amount due on any Security) the Trustee
		or such Paying Agent shall not have received with respect to such assets the
		written notice provided for in Section 16.6, then the Trustee or such Paying
		Agent shall have full power and authority to receive such assets and to apply
		the same to the purpose for which they were received, and shall not be affected
		by any notice to the contrary which may be received by it on or after such
		date.
	 

	 
		Article 17 
	 

	 
		GUARANTEE AND INDEMNITY
	 

	 
		Section 17.1 The Guarantee.
	 

	 
		The Guarantor hereby unconditionally
		guarantees to each Holder of a Security authenticated and delivered by the
		Trustee all obligations of the Company under this Indenture in accordance with
		the terms of the Subordinated Debt Securities Guarantee Agreement. 
	 

	 
		Section 17.2 Subordination of Guarantee.
	 

	 
		Each Holder of Securities issued hereunder
		agrees that the payment by the Guarantor pursuant to the Guarantee with respect
		to all Securities of each series issued hereunder, shall be subordinate in
		right of payment to the extent and in the manner set forth in Sections 6.1 and
		6.2 of the Subordinated Debt Securities Guarantee Agreement.
	 

	 
		[The remainder of this page is intentionally
		blank]
	 

	 
		 
	 

	 
		 
	 

	 
		89
	 

	 
		 
	 



	 
	 

	 

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

	 

	 
		 
	 

	 
		 
	 

	 
			
				
				  [SEAL]
				

			 	
				
				   
				

			 	
				
				  RENAISSANCERE FINANCE INC.
				

			 
	
				
				  
 Attest:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 

 

	 
		 
	 

	 
			
				
				  [SEAL]
				

			 	
				
				   
				

			 	
				
				  RENAISSANCERE HOLDINGS
				  LTD.,
 as Guarantor
				

			 
	
				
				  
 Attest:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 

 

	 
		 
	 

	 
			
				
				  [SEAL]
				

			 	
				
				   
				

			 	
				
				  DEUTSCHE BANK TRUST
				  COMPANY
 AMERICAS, as Trustee
				

			 
	
				
				  
 Attest:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		90