EX-4.157






Exhibit 4.17



FORM OF



AMENDED AND RESTATED DECLARATION OF TRUST



AMONG



ODYSSEY RE HOLDINGS CORP.

as Sponsor,



THE BANK OF NEW YORK MELLON

as Property Trustee,



BNY MELLON TRUST OF DELAWARE

as Delaware Trustee,



AND



THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

Dated as of [     ]



ODYSSEYRE CAPITAL TRUST I



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	Page(s)	 
	ARTICLE I DEFINED TERMS
	 	 	2	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II ESTABLISHMENT OF THE TRUST
	 	 	11	 
	 
	 	 	 	 
	Section 2.01 Name
	 	 	11	 
	Section 2.02 Office of the Delaware Trustee; Principal Place of Business
	 	 	11	 
	Section 2.03 Organizational Expenses
	 	 	11	 
	Section 2.04 Issuance of the Preferred Securities
	 	 	11	 
	Section 2.05 Subscription and Purchase of Notes; Issuance of the Common Securities
	 	 	12	 
	Section 2.06 Declaration of Trust
	 	 	12	 
	Section 2.07 Authorization to Enter into Certain Transactions
	 	 	13	 
	Section 2.08 Assets of the Trust
	 	 	16	 
	Section 2.09 Title to Trust Property
	 	 	16	 
	Section 2.10 Responsibilities of the Sponsor
	 	 	17	 
	Section 2.11 Certain Covenants of the Sponsor
	 	 	18	 
	Section 2.12 Guarantee of Payment of Trust Obligations
	 	 	18	 
	Section 2.13 Execution of Documents
	 	 	19	 
	 
	 	 	 	 
	ARTICLE III PAYMENT ACCOUNT
	 	 	19	 
	 
	 	 	 	 
	Section 3.01 Payment Account
	 	 	19	 
	 
	 	 	 	 
	ARTICLE IV DISTRIBUTIONS; REDEMPTION; EXCHANGE
	 	 	19	 
	 
	 	 	 	 
	Section 4.01 Distributions
	 	 	19	 
	Section 4.02 Optional Redemption, Mandatory Redemption and Special Event Redemption
	 	 	20	 
	Section 4.03 [Reserved]
	 	 	22	 
	Section 4.04 Subordination of Common Securities
	 	 	22	 
	Section 4.05 Payment Procedures
	 	 	23	 
	Section 4.06 Tax Returns and Reports
	 	 	23	 
	Section 4.07 Payment of Taxes, Duties, Etc. of the Trust
	 	 	23	 
	Section 4.08 Payments under Indenture
	 	 	23	 
	 
	 	 	 	 
	ARTICLE V TRUST SECURITIES CERTIFICATES
	 	 	24	 
	 
	 	 	 	 
	Section 5.01 Initial Ownership
	 	 	24	 
	Section 5.02 The Trust Securities Certificates
	 	 	24	 
	Section 5.03 Delivery of Trust Securities Certificates
	 	 	24	 
	Section 5.04 Registration of Transfer and Exchange of Preferred Securities; Restrictions on
Transfer
	 	 	25	 
	Section 5.05 Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates
	 	 	27	 






 









 






	 	 	 	 	 
	 	 	 	Page(s)	 
	Section 5.06 Persons Deemed Securityholders
	 	 	27	 
	Section 5.07 Access to List of Securityholders’ Names and Addresses
	 	 	27	 
	Section 5.08 Maintenance of Office or Agency
	 	 	28	 
	Section 5.09 Appointment of Paying Agent
	 	 	28	 
	Section 5.10 Ownership of Common Securities by Sponsor
	 	 	29	 
	Section 5.11 Global Certificates; Non-Global Certificates; Common Securities Certificate
	 	 	29	 
	Section 5.12 Notices to Clearing Agency
	 	 	30	 
	Section 5.13 Definitive Preferred Securities Certificates
	 	 	31	 
	Section 5.14 Rights of Securityholders
	 	 	31	 
	 
	 	 	 	 
	ARTICLE VI ACT OF SECURITYHOLDERS; MEETINGS; VOTING
	 	 	31	 
	 
	 	 	 	 
	Section 6.01 Limitations on Voting Rights
	 	 	31	 
	Section 6.02 Notice of Meetings
	 	 	32	 
	Section 6.03 Meetings of Holders of Preferred Securities
	 	 	33	 
	Section 6.04 Voting Rights
	 	 	33	 
	Section 6.05 Proxies, Etc.
	 	 	33	 
	Section 6.06 Securityholder Action by Written Consent
	 	 	34	 
	Section 6.07 Record Date for Voting and Other Purposes
	 	 	34	 
	Section 6.08 Acts of Securityholders
	 	 	34	 
	Section 6.09 Inspection of Records
	 	 	35	 
	 
	 	 	 	 
	ARTICLE VII REPRESENTATIONS AND WARRANTIES
	 	 	36	 
	 
	 	 	 	 
	Section 7.01 Representations and Warranties of the Property Trustee and the Delaware Trustee
	 	 	36	 
	Section 7.02 Representations and Warranties of Sponsor
	 	 	38	 
	 
	 	 	 	 
	ARTICLE VIII THE TRUSTEES
	 	 	38	 
	 
	 	 	 	 
	Section 8.01 Certain Duties and Responsibilities
	 	 	38	 
	Section 8.02 Notice of Defaults
	 	 	40	 
	Section 8.03 Certain Rights of Property Trustee
	 	 	42	 
	Section 8.04 Not Responsible for Recitals or Issuance of Securities
	 	 	44	 
	Section 8.05 May Hold Securities
	 	 	44	 
	Section 8.06 Compensation; Indemnity; Fees
	 	 	44	 
	Section 8.07 Property Trustee Required; Eligibility of Trustees
	 	 	45	 
	Section 8.08 Conflicting Interests; Guarantee Described
	 	 	45	 
	Section 8.09 Resignation and Removal; Appointment of Successor
	 	 	46	 
	Section 8.10 Acceptance of Appointment by Successor
	 	 	47	 
	Section 8.11 Merger, Conversion, Consolidation or Succession to Business
	 	 	48	 
	Section 8.12 Preferential Collection of Claims Against Sponsor or Trust
	 	 	48	 
	Section 8.13 Reports by Property Trustee
	 	 	49	 
	Section 8.14 Reports to the Property Trustee
	 	 	49	 
	Section 8.15 Evidence of Compliance with Conditions Precedent
	 	 	49	 
	Section 8.16 Number of Trustees
	 	 	50	 
	Section 8.17 Delegation of Power
	 	 	50	 
	Section 8.18 Appointment of Administrative Trustees
	 	 	50	 






 









 






	 	 	 	 	 
	 	 	 	Page(s)	 
	Section 8.19 Administrative Trustee Meetings
	 	 	51	 
	Section 8.20 Outside Businesses
	 	 	51	 
	 
	 	 	 	 
	ARTICLE IX TERMINATION, LIQUIDATION AND MERGER
	 	 	52	 
	 
	 	 	 	 
	Section 9.01 Dissolution upon Expiration Date
	 	 	52	 
	Section 9.02 Early Termination
	 	 	52	 
	Section 9.03 Termination
	 	 	52	 
	Section 9.04 Liquidation
	 	 	53	 
	Section 9.05 Mergers, Consolidations, Amalgamations or Replacements of the Trust
	 	 	54	 
	 
	 	 	 	 
	ARTICLE X MISCELLANEOUS PROVISIONS
	 	 	55	 
	 
	 	 	 	 
	Section 10.01 Limitation of Rights of Securityholders
	 	 	55	 
	Section 10.02 Amendment
	 	 	55	 
	Section 10.03 Separability
	 	 	57	 
	Section 10.04 Governing Law
	 	 	57	 
	Section 10.05 Payments Due on Non-Business Day
	 	 	57	 
	Section 10.06 Successors
	 	 	58	 
	Section 10.07 Headings
	 	 	58	 
	Section 10.08 Reports, Notices and Demands
	 	 	58	 
	Section 10.09 Trust Indenture Act; Conflict with Trust Indenture Act
	 	 	59	 
	Section 10.10 Acceptance of Terms of Declaration, Guarantee and Indenture
	 	 	59	 
	Section 10.11 Counterparts
	 	 	60	 






EXHIBITS




Exhibit A – Common Securities Certificate




Exhibit B – Preferred Securities Certificate




 









 





ODYSSEYRE CAPITAL TRUST I




Certain Sections of this Declaration

relating to Sections 310 through 318

of the Trust Indenture Act of 1939:




	 	 	 	 	 	 	 	 	 
	TRUST INDENTURE ACT SECTION	DECLARATION SECTION	 	 	 
	 
	 	 	 	 	 	 	 	 
	Section 310
	 	(a)(1)	 	 	 	8.07	 	 
	 
	 	(a)(2)	 	 	 	8.07	 	 
	 
	 	(a)(4)	 	 	 	2.07(a)(ii)
	 
	 	(b)	 	 	 	8.08	 	 
	 
	 	 	 	 	 	 	 	 
	Section 311
	 	(a)	 	 	 	8.12	 	 
	 
	 	(b)	 	 	 	8.12	 	 
	 
	 	 	 	 	 	 	 	 
	Section 312
	 	(a)	 	 	 	5.07	 	 
	 
	 	(b)	 	 	 	5.07	 	 
	 
	 	(c)	 	 	 	5.07	 	 
	 
	 	 	 	 	 	 	 	 
	Section 313
	 	(a)	 	 	 	8.13(a)	 	
	 
	 	(c)	 	 	 	10.08	 	 
	 
	 	(d)	 	 	 	8.13(c)	 	
	 
	 	(a)(4)	 	 	 	8.13(b)	 	
	 
	 	(b)	 	 	 	8.13(b)	 	
	 
	 	 	 	 	 	 	 	 
	Section 314
	 	(a)	 	 	 	8.14	 	 
	 
	 	(b)	 	 	 	Not Applicable
	 
	 	(c)(1)	 	 	 	8.15	 	 
	 
	 	(c)(2)	 	 	 	8.15	 	 
	 
	 	(c)(3)	 	 	 	Not Applicable
	 
	 	(d)	 	 	 	Not Applicable
	 
	 	(e)	 	 	 	1.01, 8.15	 	 
	 
	 	 	 	 	 	 	 	 
	Section 315
	 	(a)	 	 	 	8.01(a), 8.03(a)	 	
	 
	 	(b)	 	 	 	8.02, 10.08	 	 
	 
	 	(c)	 	 	 	8.01(a)	 	
	 
	 	(d)	 	 	 	8.01, 8.03	 	 
	 
	 	(e)	 	 	 	Not Applicable
	 
	 	 	 	 	 	 	 	 
	Section 316
	 	(a)	 	 	 	Not Applicable
	 
	 	(a)(1)(A)	 	 	 	Not Applicable
	 
	 	(a)(1)(B)	 	 	 	Not Applicable
	 
	 	(a)(2)	 	 	 	Not Applicable
	 
	 	(b)	 	 	 	Not Applicable
	 
	 	(c)	 	 	 	6.07	 	 






 









 






	 	 	 	 	 	 	 	 	 
	TRUST INDENTURE ACT SECTION	DECLARATION SECTION	 	 	 
	 
	 	 	 	 	 	 	 	 
	Section 317
	 	(a)(1)	 	 	 	Not Applicable
	 
	 	(b)	 	 	 	5.09	 	 
	 
	 	 	 	 	 	 	 	 
	Section 318
	 	(a)	 	 	 	10.10	 	 








 




			
	*	 	Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to be a part of the
Declaration.





 









 





          AMENDED AND RESTATED DECLARATION OF TRUST, dated as of [   ] among (i) Odyssey Re Holdings
Corp., a Delaware corporation, as sponsor (including any successors or assigns, the “Sponsor”),
(ii) The Bank of New York Mellon, a New York banking corporation, as property trustee (in such
capacity, the “Property Trustee” and, in its personal capacity and not in its capacity as Property
Trustee, the “Bank”), (iii) BNY Mellon Trust of Delaware, a Delaware banking corporation, as
Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) [   ], an individual, and [   ], an
individual, each of whose address is c/o Odyssey Re Holdings Corp., 300 First Stamford Place,
Stamford, Connecticut 06902, as administrative trustees (each, an “Administrative Trustee” and,
collectively, the “Administrative Trustees” and, collectively with the Property Trustee and
Delaware Trustee, the “Trustees”), and (v) the holders, from time to time, of the Trust Securities
(as defined herein). The parties hereto hereby agree as follows:




WITNESSETH:




          WHEREAS, the Sponsor, the Delaware Trustee and the Property Trustee have heretofore duly
declared and established a statutory trust pursuant to the Delaware Statutory Trust Act by the
entering into a Declaration of Trust, dated as of March 13, 2009 (the “Original Declaration”), and
by the execution and filing by the Delaware Trustee and the Property Trustee with the Secretary of
State of the State of Delaware of a certificate of trust, filed on March 13, 2009, for the sole
purpose of issuing and selling certain securities representing undivided beneficial interests in
the assets of the Trust (as defined herein) and investing the proceeds thereof in the Notes (as
defined herein);




          [WHEREAS, prior to the date hereof, by action of the Sponsor and as mutually agreed upon by
the affected parties, [   ] and [   ] were appointed as administrative trustees of the Trust in
substitution of [   ] and;]




          WHEREAS, as of the date hereof, no interests in the Trust have been issued; and




          WHEREAS, the parties hereto desire to amend and restate the Original Declaration in its
entirety as set forth herein to provide for, among other things, (i) the issuance and sale of the
Common Securities (as defined herein) by the Trust to the Sponsor, (ii) the issuance and sale of
the Preferred Securities (as defined herein) by the Trust pursuant to the Underwriting Agreement
(as defined herein) and (iii) the acquisition by the Trust from the Sponsor of all of the right,
title and interest in the Notes;




          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for
other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party,
for the benefit of the other parties and for the benefit of the Holders (as defined herein) of the
Preferred Securities, hereby amends and restates the Original Declaration in its entirety and
agrees as follows:




 









 








ARTICLE I




DEFINED TERMS




          Section 1.01 Definitions




          For all purposes of this Declaration, except as otherwise expressly provided or unless the
context otherwise requires:





          (i) the terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular;




          (ii) all other terms used herein that are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them therein;




          (iii) unless the context otherwise requires, any reference to an “Article”, “Section”
or an “Exhibit” refers to an Article, Section or an Exhibit, as the case may be, of this
Declaration; and




          (iv) the words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Declaration as a whole and not to any particular Article, Section or other
subdivision.



          “Act” has the meaning specified in Section 6.08.




          [“Additional Amount” means, with respect to Trust Securities of a given Liquidation Amount and
a given period, the amount of Compounded Interest (as defined in the Notes) paid by the Sponsor on
a Like Amount of Notes for such period.]




          [“Additional Sums” means, with respect to the Trust Securities, the amount of Additional Sums
(as defined in the Notes) paid by the Sponsor on the Notes.]




          “Administrative Trustee” means each of [   ] and [   ], each solely in his or her capacity as an
administrative trustee of the Trust continued hereunder and not in his or her individual capacity,
or such Administrative Trustee’s successor in interest in such capacity, or any successor in
interest in such capacity, or any successor administrative trustee appointed as herein provided.




          “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, provided,
however that an Affiliate of the Sponsor shall not be deemed to include the Trust. For the
purposes of this definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.




          “Applicable Procedures” means, with respect to any transfer or transaction involving a Global
Certificate or beneficial interest therein, the rules and procedures of the




- 2 -









 




Clearing Agency for such security, in each case to the extent applicable to such transaction
and as in effect from time to time.




          “Authorized Officer” of a Person means any Person that is authorized to bind such Person.




          “Bank” has the meaning specified in the preamble to this Declaration.




          “Bankruptcy Event” means, with respect to any Person:





	 	(a)	 	the entry of a decree or order by a court having jurisdiction
in the premises judging such Person as bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjudication or
composition of or in respect of such Person under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law, or
appointing a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of such Person or of any substantial part of its property or
ordering the winding-up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of 60 consecutive
days; or
	 
	 	(b)	 	the institution by such Person of proceedings to be adjudicated
as bankrupt or insolvent, or the consent by it to the institution of bankruptcy
or insolvency proceedings against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable federal
or state bankruptcy, insolvency, reorganization or other similar law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or similar official) of
such Person or of any substantial part of its property, or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing
of its inability to pay its debts generally as they become due and its
willingness to be adjudicated a bankrupt, or the taking of action by such
Person in furtherance of any such action.





          “Board of Directors” means either the board of directors of the Sponsor or any committee of
that board duly authorized to act hereunder.




          “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not (1) a
day on which banking institutions in the City of New York are authorized or obligated by law or
executive order to remain closed or (2) a day on which the Corporate Trust Office of the Property
Trustee or the corporate trust office of the Note Trustee is closed for business.




          “Certificate Depository Agreement” means the Letter of Representations by the Trust and
accepted by The Depository Trust Company, as the initial Clearing Agency, dated on or about the
first Closing Date, relating to the Preferred Securities Certificates, as the same may be amended
and supplemented from time to time.




- 3 -









 








          “Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section
17A of the Securities Exchange Act of 1934, as amended, that has been designated to act as
depositary for the Preferred Securities pursuant to the Certificate Depository Agreement. The
Depository Trust Company will be the initial Clearing Agency.




          “Clearing Agency Participant” means a broker, dealer, bank, other financial institution or
other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges
of securities deposited with the Clearing Agency.




          “Closing Date” means each date on which the Preferred Securities are issued and delivered
under the Underwriting Agreement.




          “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 instrument such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act, then the body performing such duties at such time.




          “Common Securities Certificate” means a certificate evidencing ownership of Common Securities,
substantially in the form attached as Exhibit A.




          “Common Securities Purchase Agreement” means the Common Securities Purchase Agreement, dated
as of [   ], between the Trust and the Sponsor.




          “Common Security” means an undivided beneficial interest in the assets of the Trust, having a
Liquidation Amount with respect to the assets of the Trust of $[   ], plus the Common Security
Over-allotment Amount, if any, and having the rights provided therefor in this Declaration,
including the right to receive Distributions and a Liquidation Distribution as provided herein.




          “Common Security Over-allotment Amount” means up to $[   ] if the Over-allotment Option is
exercised and pursuant to Section 2.11(a) and the Common Securities Purchase Agreement.




          “Corporate Trust Office” means the corporate trust office of the Property Trustee at which at
any particular time its corporate trust business shall be administered, which office at the date
hereof is located at [101 Barclay Street, Floor 21W, New York, New York 10286, Attention: Corporate
Trust Trustee Administration].




          “Covered Person” means (a) any officer, director, trustee, shareholder, partner, member,
representative, employee or agent of (i) the Trust or (ii) the Trust’s Affiliates; and (b) any
Holder of Trust Securities.




          “Declaration” means this Amended and Restated Declaration of Trust, as the same may be
modified, amended or supplemented in accordance with the applicable provisions hereof, including
all exhibits hereto, including, for all purposes of this Declaration any such modification,
amendment or supplement, the provisions of the Trust Indenture Act that are




- 4 -









 




deemed to be a part of and govern this Declaration and any such modification, amendment or
supplement, respectively.




          “Definitive Preferred Securities Certificates” means either or both (as the context requires)
of (a) Preferred Securities Certificates that are not Global Certificates issued in certificated,
fully registered form as provided in Section 5.11(b) and (b) Preferred Securities Certificates that
are not Global Certificates issued in certificated, fully registered form as provided in Section
5.13.




          “Delaware Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12
Del. C. §§ 3801 et seq., as it may be amended from time to time.




          “Delaware Trustee” means the Person identified as the “Delaware Trustee” in the preamble to
this Declaration solely in its capacity as Delaware trustee of the Trust continued hereunder and
not in its individual capacity, or its successor in interest in such capacity, or any successor
Delaware trustee appointed as herein provided.




          “Direct Action” has the meaning specified in Section 6.08(e).




          “Distribution Date” has the meaning specified in Section 4.01(a).




          “Distributions” means amounts payable in respect of the Trust Securities as provided in
Section 4.01.




          “Early Termination Event” has the meaning specified in Section 9.02.




          “Event of Default” means the occurrence of a Note Event of Default, whatever the reason for
such Note 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.




          “Expiration Date” has the meaning specified in Section 9.01.




          “Global Certificate” means a Preferred Securities Certificate that is registered in the
Security Register in the name of a Clearing Agency or a nominee thereof.




          “Guarantee” means the Guarantee Agreement executed and delivered by the Sponsor and The Bank
of New York Mellon, a New York banking corporation, as guarantee trustee, contemporaneously with
the execution and delivery of this Declaration, for the benefit of the Holders of the Preferred
Securities, as amended from time to time.




          “Holder” means a Person in whose name a Trust Securities Certificate representing a Trust
Security is registered in the Security Register, such Person being a beneficial owner within the
meaning of the Delaware Statutory Trust Act.




          “Indenture” means the Indenture, dated as of [   ] between the Sponsor and the Note Trustee, as
amended or supplemented from time to time.




- 5 -









 








          “Lien” means any lien, pledge, charge, encumbrance, mortgage, deed of trust, adverse ownership
interest, hypothecation, assignment, security interest or preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever.




          “Like Amount” means (a) with respect to a redemption of any Trust Securities, Trust Securities
having an aggregate Liquidation Amount equal to the principal amount of Notes to be
contemporaneously redeemed in accordance with the Indenture, the proceeds of which will be used to
pay the applicable Redemption Price of such Trust Securities, (b) with respect to a distribution of
Notes to Holders of Trust Securities in connection with a dissolution or liquidation of the Trust,
Notes having a principal amount equal to the aggregate Liquidation Amount of the Trust Securities
of the Holder to whom such Notes are distributed, and (c) with respect to any distribution of
Additional Amounts to Holders of Trust Securities, Notes having a principal amount equal to the
aggregate Liquidation Amount of the Trust Securities in respect of which such distribution is made.




          “Liquidation Amount” means an amount with respect to the assets of the Trust equal to $[   ]
per Trust Security.




          “Liquidation Date” means each date on which Notes or cash are to be distributed to Holders of
Trust Securities in connection with a dissolution and liquidation of the Trust pursuant to Section
9.04(a).




          “Liquidation Distribution” has the meaning specified in Section 9.04(d).




          “1940 Act” means the Investment Company Act of 1940, as amended.




          “Note Event of Default” means an “Event of Default” as defined in the Indenture.




          “Note Purchase Agreement” means the Note Purchase Agreement, dated as of [   ], between the
Trust and the Sponsor.




          “Note Redemption Date” means, with respect to any Notes to be redeemed under the Indenture,
the date fixed for redemption thereof under the Indenture.




          “Note Trustee” means the Person identified as the “Trustee” in the Indenture, solely in its
capacity as trustee pursuant to the Indenture and not in its individual capacity, or its successor
in interest in such capacity, or successor trustee appointed as provided in the Indenture.




          “Notes” means up to $[   ], plus the Notes Over-allotment Amount, if any, aggregate principal
amount of the Sponsor’s [   ]% junior subordinated notes due [   ] issued pursuant to the Indenture.




          “Notes Over-allotment Amount” means up to $[   ] if the Over-allotment Option is exercised and
in an amount equal to the Common Security Over-allotment Amount plus the Preferred Security
Over-allotment Amount.




          “Officers’ Certificate” means, with respect to any Person, a certificate signed by two
Authorized Officers of such Person or, if such Person is an individual, signed by such




- 6 -









 




Person. Any Officers’ Certificate delivered with respect to compliance with a condition or
covenant provided for in this Declaration shall include:





	 	(a)	 	a statement that each Person signing the Officers’ Certificate
has read the covenant or condition and the definitions relating thereto;
	 
	 	(b)	 	a brief statement of the nature and scope of the examination or
investigation undertaken by each Person in rendering the Officers’ Certificate;
	 
	 	(c)	 	a statement that each Person has made such examination or
investigation as, in such Person’s opinion, is necessary to enable such Person
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and
	 
	 	(d)	 	a statement as to whether, in the opinion of each such Person,
such condition or covenant has been complied with.





          “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Trust, the
Property Trustee or the Sponsor, and who may be an employee of any thereof and who shall be
reasonably acceptable to the Property Trustee. Any Opinion of Counsel delivered with respect to
compliance with a condition or covenant provided for in this Declaration shall include:





	 	(a)	 	a statement that each individual signing the Opinion of Counsel
has read the covenant or condition and the definitions relating thereto;
	 
	 	(b)	 	a brief statement of the nature and scope of the examination or
investigation undertaken by each individual in rendering the Opinion of
Counsel;
	 
	 	(c)	 	a statement that each individual has made such examination or
investigation as is necessary to enable such individual to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and
	 
	 	(d)	 	a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.





          “Optional Redemption Price” means, except as set forth below, with respect to the Preferred
Securities, the following percentages of the Liquidation Amounts thereof, and accumulated and
unpaid Distributions (including any Additional Amounts (to the extent not otherwise included)), if
any, to the date fixed for redemption if redeemed during the twelve-month period commencing [   ],
in each of the following years indicated:




- 7 -









 








	 	 	 	 	 
	Year	 	Redemption Price
	[     ]

	 	[   ]%

	[     ]

	 	[   ]%

	[     ]

	 	[   ]%

	[     ]

	 	[   ]%

	[     ]

	 	[   ]%

	[     and thereafter]

	 	 	100.00	%





In the event of a redemption of Trust Securities upon the occurrence of a Special Event or upon the
occurrence of a mandatory redemption (whether at maturity or upon acceleration of the Notes), Trust
Securities shall be redeemed at the Redemption Price.




          “Original Declaration” has the meaning specified in the recitals to this Declaration.




          “Outstanding”, when used with respect to Trust Securities, means, as of the date of
determination, all Trust Securities theretofore executed and delivered under this Declaration,
except:





	 	(a)	 	Trust Securities theretofore canceled by the Security Registrar
or delivered to the Security Registrar for cancellation;
	 
	 	(b)	 	Trust Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Property Trustee or
any Paying Agent for the Holders of such Trust Securities; provided that, if
such Trust Securities are to be redeemed, notice of such redemption has been
duly given pursuant to this Declaration; and
	 
	 	(c)	 	Trust Securities which have been paid or in exchange for or in
lieu of which other Trust Securities have been executed and delivered pursuant
to Section 5.05;




provided, however, that in determining whether the Holders of the requisite Liquidation Amount of
the Outstanding Trust Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, Trust Securities owned by the Sponsor, any Administrative Trustee or
any Affiliate of the Sponsor or any Administrative Trustee shall be disregarded and deemed not to
be Outstanding, except that (a) in determining whether any Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or waiver, only Trust
Securities that an officer of such Trustee involved in the administration of this Declaration
actually knows to be so owned shall be so disregarded and (b) the foregoing shall not apply at any
time when all of the Outstanding Trust Securities are owned by the Sponsor, one or more of the
Administrative Trustees and/or any such Affiliate. Trust Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Security Registrar the pledgee’s right so to act with respect to such Trust Securities and
that the pledgee is not the Sponsor, any Administrative Trustee or any Affiliate of the Sponsor or
any Administrative Trustee.




          “Over-allotment Option” means the option to purchase additional Preferred Securities to cover
over-allotments provided for in the Underwriting Agreement.




- 8 -









 








          “Owner” means each Person who is the beneficial owner of Preferred Securities as reflected in
the records of the Clearing Agency or, if a Clearing Agency Participant is not the Owner, then as
reflected in the records of a Person maintaining an account with such Clearing Agency (directly or
indirectly, in accordance with the rules of such Clearing Agency).




          “Paying Agent” means any paying agent or co-paying agent appointed pursuant to Section 5.09.




          “Payment Account” means a segregated non-interest bearing trust account maintained by the
Property Trustee for the benefit of the Securityholders in which all amounts paid in respect of the
Notes will be held and from which the Property Trustee shall make payments to the Securityholders
in accordance with Section 4.01. The Payment Account shall be an account that is maintained with a
banking institution (which may be the Bank) the rating on whose long-term unsecured indebtedness is
at least equal to the rating assigned to the Preferred Securities by a “nationally recognized
statistical rating organization,” as that term is defined for purposes of Rule 436(g)(2) under the
Securities Act.




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




          “Preferred Securities Certificate” means a certificate evidencing ownership of Preferred
Securities, substantially in the form attached as Exhibit B.




          “Preferred Security” means an undivided beneficial interest in the assets of the Trust, having
a Liquidation Amount with respect to the assets of the Trust of $[   ], plus the Preferred Security
Over-allotment Amount, if any, and having the rights provided therefor in this Declaration,
including the right to receive Distributions and a Liquidation Distribution as provided herein.




          “Preferred Security Over-allotment Amount” means up to $[   ] if the Over-allotment Option is
exercised.




          “Property Trustee” means the commercial bank or trust company identified as the “Property
Trustee” in the preamble to this Declaration solely in its capacity as property trustee of the
Trust heretofore formed and continued hereunder and not in its individual capacity, or its
successor in interest in such capacity, or any successor property trustee appointed as herein
provided.




          “Redemption Date” means, with respect to any Trust Security to be redeemed, each Note
Redemption Date.




          “Redemption Price” means, with respect to any Trust Security, $[   ] per Trust Security, plus
accumulated and unpaid Distributions (including any Additional Amounts) to the date of redemption.




          “Relevant Trustee” has the meaning specified in Section 8.09(a).




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




          “Security Register” and “Security Registrar” have the respective meanings specified in Section
5.04.




          “Securityholder” has the same meaning as “Holder.”




          “Special Event” means a Tax Event or an Investment Company Event (each as set forth in the
Notes).




          “Sponsor” has the meaning specified in the preamble to this Declaration.




          “Successor Delaware Trustee” has the meaning specified in Section 8.09(c).




          “Successor Property Trustee” has the meaning specified in Section 8.09(b).




          “Successor Trustee” means the Successor Delaware Trustee, the Successor Property Trustee or a
successor Administrative Trustee.




          “Successor Securities” has the meaning specified in Section 9.05.




          “Transaction Documents” means this Declaration, the Indenture, the Guarantee, the Underwriting
Agreement, the Common Securities Purchase Agreement, the Note Purchase Agreement, the Certificate
Depository Agreement, the Trust Securities Certificates, and all documents, agreements,
certificates, instruments and financing statements related thereto or contemplated thereby.




          “Trust” means the Delaware statutory trust continued hereby and identified on the cover page
of this Declaration.




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




          “Trust Property” means (a) the Notes, (b) any cash on deposit in, or owing to, the Payment
Account and (c) all proceeds and rights in respect of the foregoing to be held by the Property
Trustee pursuant to the terms of this Declaration for the benefit of the Securityholders.




          “Trust Securities Certificate” means any one of the Common Securities Certificates, the Global
Certificates or the Preferred Securities Certificates.




          “Trust Security” means any one of the Common Securities or the Preferred Securities.




          “Trustees” has the meaning specified in the preamble to this Declaration.




          “Underwriting Agreement” means the Underwriting Agreement dated as of [   ] for the offering
and sale of the Preferred Securities.




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ARTICLE II




ESTABLISHMENT OF THE TRUST




          Section 2.01 Name




          The Trust continued by this Declaration shall be known as “OdysseyRe Capital Trust I,” as such
name may be modified from time to time by the Administrative Trustees following written notice to
the Holders of Trust Securities and the other Trustees. The Trust’s activities may be conducted
under the name of the Trust or any other name deemed advisable by the Administrative Trustees.




          Section 2.02 Office of the Delaware Trustee; Principal Place of Business




          The address of the Delaware Trustee in the State of Delaware is c/o BNY Mellon Trust of
Delaware, [      ], or such other address in the State of Delaware as the Delaware Trustee may
designate by written notice to the Securityholders and the Sponsor. The principal executive office
of the Trust is c/o Odyssey Re Holdings Corp., 300 First Stamford Place, Stamford, CT 06902.




          Section 2.03 Organizational Expenses




          The Sponsor shall pay organizational expenses of the Trust as they arise or shall, upon
request of any Trustee, promptly reimburse such Trustee for any such expenses paid by such Trustee.
The Sponsor shall make no claim upon the Trust Property for the payment of such expenses.




          Section 2.04 Issuance of the Preferred Securities




          On [   ], the Sponsor, both on its own behalf and on behalf of the Trust, pursuant to the
Original Declaration, executed and delivered the Underwriting Agreement, which action is hereby
ratified and confirmed on behalf of the Trust. The Administrative Trustees shall, on behalf of the
Trust, issue Preferred Securities having such terms as are set forth in this Declaration. On each
Closing Date, an Administrative Trustee, on behalf of the Trust, shall execute and the Property
Trustee shall authenticate in accordance with Section 5.02 and Section 5.03 one or more permanent
Global Certificates in definitive, fully registered form which shall be delivered to the Clearing
Agency or a nominee thereof or a custodian therefor and registered in the name of the Clearing
Agency or a nominee thereof, in an aggregate amount sold on such Closing Date as provided in the
Underwriting Agreement, against receipt of the purchase price of such Preferred Securities of $[   ]
per Preferred Security, which amount the Administrative Trustees shall promptly deliver to the
Property Trustee. The number of Preferred Securities represented by a Global Certificate may from
time to time be increased or decreased by adjustments made on the records of the Security
Registrar, whereupon the Property Trustee, in accordance with Applicable Procedures, shall instruct
the Clearing Agency or its authorized representative to make a corresponding adjustment to its
records as hereinafter provided.




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          Section 2.05 Subscription and Purchase of Notes; Issuance of the Common Securities




          On each Closing Date, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 5.02 and Section 5.03 and deliver to the Sponsor a single Common Securities
Certificate registered in the name of the Sponsor, in the aggregate amount acquired by the Sponsor
on such Closing Date pursuant to the Common Securities Purchase Agreement against receipt of the
purchase price of such Common Securities from the Sponsor in the amount of $[   ] per Common
Security, which amount the Administrative Trustees shall promptly deliver to the Property Trustee.
In the event the purchase price for the Common Securities acquired by the Sponsor on such Closing
Date as herein provided is not an integral multiple of $[   ], a fractional Common Security will be
issued. Contemporaneously therewith, the Administrative Trustees, on behalf of the Trust, shall on
each Closing Date subscribe to and purchase from the Sponsor the Notes, registered in the name of
the Property Trustee (in its capacity as such) and having an aggregate principal amount equal to
the aggregate Liquidation Amount of Preferred Securities and Common Securities issued on such
Closing Date and, in satisfaction of the purchase price for such Notes, the Property Trustee, on
behalf of the Trust, shall deliver to the Sponsor the sum of the amounts delivered on such Closing
Date to the Property Trustee pursuant to (i) the third sentence of Section 2.04, and (ii) the first
sentence of this Section 2.05.




          Section 2.06 Declaration of Trust




          The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities
and use the proceeds from such sale to acquire the Notes, (b) to distribute the Trust’s income as
provided in this Declaration, (c) to enter into and perform its obligations under the Transaction
Documents to which it is a party and (d) to engage in only those other activities necessary or
incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from
investments, pledge any of its assets or otherwise undertake (or permit to be undertaken) any
activity that would cause the Trust not to be classified for United States federal income tax
purposes as a grantor trust. The Sponsor hereby appoints, or continues the appointment of, as
applicable, the Trustees as trustees of the Trust, to have all the rights, powers and duties to the
extent expressly set forth herein, and the Trustees hereby accept, or confirm the continued
acceptance of, as applicable such appointment. The Property Trustee hereby declares that it will
hold the Trust Property in trust upon and subject to the conditions set forth herein for the
benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights,
powers and duties set forth herein and in accordance with applicable law with respect to
accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise
any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the
Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be
one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of
Section 3807(a) of the Delaware Statutory Trust Act and for taking such actions as are required to
be taken by a Delaware trustee under the Delaware Statutory Trust Act, and shall not be entitled to
exercise any powers or have any of the duties and responsibilities of the Administrative Trustees
or the Property Trustee described in this Declaration.




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          Section 2.07 Authorization to Enter into Certain Transactions.




          (a) The Trustees shall conduct the affairs of the Trust in accordance with the terms of this
Declaration. Subject to the limitations set forth in Section 2.06 and paragraph (b) of this
Section, and in accordance with the following provisions (i) and (ii), the Trustees shall have the
exclusive power, duty and the authority to cause the Trust to engage in the following activities:





          (i) As among the Trustees, each Administrative Trustee (and no other Trustee) shall
have the power and authority to act on behalf of the Trust, acting alone or jointly, with
respect to the following matters:




          (A) to issue and sell the Trust Securities, provided, however, that the Trust
may issue no more than one series of Preferred Securities and no more than one
series of Common Securities, and, provided, further, that there shall be no
interests in the Trust other than the Trust Securities, and the issuance of Trust
Securities shall be limited to simultaneous issuances of both Preferred Securities
and Common Securities on each Closing Date in accordance with the provisions of the
Underwriting Agreement and the Common Securities Purchase Agreement subject to the
issuance of Trust Securities pursuant to Sections 5.04 and 5.05 and Successor
Securities pursuant to Section 9.05;




          (B) to cause the Trust to enter into, and to execute, deliver and perform on
behalf of the Trust, the Common Securities Purchase Agreement, the Certificate
Depository Agreement and the Note Purchase Agreement;




          (C) to assist in the registration of the Preferred Securities under the
Securities Act, and under state securities or blue sky laws, and the qualification
of this Declaration as a trust indenture under the Trust Indenture Act;




          (D) to assist in the listing of the Preferred Securities upon such securities
exchange or exchanges as shall be determined by the Sponsor and the registration of
the Preferred Securities under the Securities Exchange Act of 1934, as amended, and
the preparation and filing of all periodic and other reports and other documents
pursuant to the foregoing (only to the extent that such listing or registration is
requested by the Sponsor);




          (E) to appoint a Paying Agent and a Security Registrar in accordance with this
Declaration;




          (F) to the extent provided in this Declaration, to wind up the affairs of and
liquidate the Trust and prepare, execute and file the certificate of cancellation
with the Secretary of State of the State of Delaware;




          (G) to execute and deliver letters, documents or instruments with the Clearing
Agency relating to the Preferred Securities;




          (H) to obtain a CUSIP number for the Preferred Securities;




          (I) to establish a record date with respect to all actions to be taken
hereunder that require a record date be established, including and with respect to,
for the



- 13 -









 







purposes of Section 316(c) of the Trust Indenture Act, Distributions, voting
rights, and redemptions and to issue relevant notices to the Holders of Preferred
Securities and Holders of Common Securities as to such actions and applicable record
dates;




          (J) to bring or defend, pay, collect, compromise, arbitrate, resort to legal
action, or otherwise adjust claims or demands of or against the Trust, unless
pursuant to the terms of this Declaration, the Property Trustee has the exclusive
power to take such action;




          (K) to employ or otherwise engage employees and agents (who may be designated
as officers with titles) and managers, contractors, advisors, and consultants and
pay reasonable compensation for such services;




          (L) to give the certificate required by Section 314(a)(4) of the Trust
Indenture Act to the Property Trustee, which certificate may be executed by any
Administrative Trustee;




          (M) to incur expenses that are necessary or incidental to carry out any of the
purposes of the Trust;




          (N) to execute all documents or instruments, perform all duties and powers, and
do all things for and on behalf of the Trust in all matters necessary or incidental
to the foregoing; and




          (O) to take any action incidental to the foregoing as the Administrative
Trustees may from time to time determine is necessary or advisable to give effect to
the terms of this Declaration including, but not limited to:




     (I) causing the Trust not to be deemed to be an “investment
company” required to be registered under the 1940 Act;




     (II) causing the Trust to be classified for United States
federal income tax purposes as a grantor trust; and




     (III) cooperating with the Sponsor to ensure that the Notes will
be treated as indebtedness of the Sponsor for United States federal
income tax purposes;




provided that such action does not adversely affect in any material respect the interests of
Securityholders except as otherwise provided in Section 10.02(a).




          (ii) As among the Trustees, the Property Trustee shall have the power, duty and
authority to act on behalf of the Trust only with respect to the following matters:




          (A) the establishment and maintenance of the Payment Account;




          (B) the receipt of and taking legal title to the Notes;




          (C) the collection of interest, principal and any other payments made in
respect of the Notes in the Payment Account;



- 14 -









 






          (D) the distribution from the Trust Property of amounts owed to the
Securityholders in respect of the Trust Securities;




          (E) the exercise of all of the rights, powers and privileges of a holder of the
Notes;




          (F) the sending of notices of default, other notices and other information
regarding the Trust Securities and the Notes to the Securityholders in accordance
with this Declaration;




          (G) the distribution of the Trust Property in accordance with the terms of this
Declaration;




          (H) to the extent provided in this Declaration, the winding up of the affairs
of and liquidation of the Trust and the preparation, execution and filing of the
certificate of cancellation with the Secretary of State of the State of Delaware;




          (I) after an Event of Default, the taking of any action incidental to the
foregoing as is necessary or advisable or as the Property Trustee may from time to
time determine is necessary or advisable to give effect to the terms of this
Declaration and protect and conserve the Trust Property for the benefit of the
Securityholders (without consideration of the effect of any such action on any
particular Securityholder);




          (J) to act as Paying Agent and/or Security Registrar to the extent appointed as
such hereunder; and




          (K) subject to this Section 2.07(a)(ii), the Property Trustee shall have none
of the duties, liabilities, powers or the authority of the Administrative Trustees
set forth in Section 2.07(a)(i).



- 15 -









 





          (b) So long as this Declaration remains in effect, the Trust (or the Trustees acting on behalf
of the Trust) shall not undertake any business, activities or transaction except as expressly
provided herein or contemplated hereby. In particular, the Trust shall not, and the Trustees shall
not and shall cause the Trust not to (i) invest any proceeds received by the Trust from holding the
Notes (rather, the Trustees shall distribute all such proceeds to the Securityholders pursuant to
the terms of this Declaration and the Trust Securities), acquire any investments or engage in any
activities not authorized by this Declaration, (ii) sell, assign, transfer, exchange, mortgage,
pledge, set-off or otherwise dispose of any of the Trust Property or interests therein, including
to Securityholders, except as expressly provided herein, (iii) take any action that would cause the
Trust to fail or cease to qualify as a “grantor trust” for United States federal income tax
purposes, (iv) make any loans or incur any indebtedness for borrowed money or issue any other debt,
(v) take or consent to any action that would result in the placement of a Lien on any of the Trust
Property, (vi) possess any power or otherwise act in such a way as to vary the Trust Property or
the terms of the Trust Securities in any way whatsoever except as permitted by the terms of this
Declaration, or (vii) issue any securities or other evidences of beneficial ownership of, or
beneficial interest in, the Trust other than the Trust Securities. The Administrative Trustees
shall defend all claims and demands of all Persons at any time claiming any Lien on any of the
Trust Property adverse to the interest of the Trust or the Securityholders in their capacity as
Securityholders.




          (c) Notwithstanding anything herein to the contrary, the Administrative Trustees are
authorized and directed to conduct the affairs of the Trust and to operate the Trust so that the
Trust will not be deemed to be an “investment company” required to be registered under the 1940
Act, or taxed as a corporation for United States federal income tax purposes and so that the Notes
will be treated as indebtedness of the Sponsor for United States federal income tax purposes. In
this connection, the Sponsor and the Administrative Trustees are authorized to take any action, not
inconsistent with applicable law, the certificate of trust or this Declaration, that each of the
Sponsor and the Administrative Trustees determines in their discretion to be necessary or desirable
for such purposes, so long as such action does not adversely affect in any material respect the
interests of the Holders of the Preferred Securities except as otherwise provided in Section
10.02(a).




          Section 2.08 Assets of the Trust




          The assets of the Trust shall consist of only the Trust Property.




          Section 2.09 Title to Trust Property




          Legal title to all Trust Property shall be vested at all times in the Property Trustee (in its
capacity as such) and shall be held and administered by the Property Trustee for the benefit of the
Trust and the Securityholders in accordance with this Declaration. Each Securityholder shall not
have legal title to any part of the assets of the Trust, but shall have an undivided beneficial
interest in the assets of the Trust.




- 16 -









 








          Section 2.10 Responsibilities of the Sponsor




          (a) In connection with the issue and sale of the Preferred Securities, the Sponsor is hereby
appointed an agent of the Trust pursuant to Section 3806(b)(7) of the Delaware Statutory Trust Act
and in such capacity shall have the exclusive right and responsibility to engage in the following
activities on behalf of the Trust (and any actions taken by the Sponsor in furtherance of the
following prior to the date of this Declaration are hereby ratified and confirmed in all respects):





          (i) to prepare a prospectus relating to the offering of Preferred Securities, including
any Preferred Securities which may be issued pursuant to the Over-allotment Option, by the
Trust and to prepare for filing by the Trust with the Commission, and execute on behalf of
the Trust, a registration statement on Form S-3 or on another appropriate form (including,
if appropriate, a registration statement under Rule 462(b) of the Securities Act) and any
pre-effective or post-effective amendments thereto, relating to the registration under the
Securities Act of the Preferred Securities, including any Preferred Securities which may be
issued pursuant to the Over-allotment Option;




          (ii) to determine the states and foreign jurisdictions in which to take appropriate
action to qualify or register for sale all or part of the Preferred Securities, including
any Preferred Securities which may be issued pursuant to the Over-allotment Option, and to
do any and all such acts, other than actions which must be taken by the Trustees on behalf
of the Trust, and advise the Trustees of actions they must take on behalf of the Trust, and
prepare for execution and filing any documents to be executed and filed by the Trust or on
behalf of the Trust, as the Sponsor deems necessary or advisable in order to comply with the
applicable laws of any such states;




          (iii) to negotiate the terms of, and execute on behalf of the Trust, the Underwriting
Agreement providing for the sale of the Preferred Securities, including any Preferred
Securities which may be issued pursuant to the Over-allotment Option;




          (iv) to execute and deliver letters, documents or instruments on behalf of the Trust
with any Clearing Agency;




          (v) to the extent necessary, to prepare for filing by the Trust with the Commission and
to execute on behalf of the Trust a registration statement on Form 8-A relating to the
registration of the Preferred Securities, including any Preferred Securities which may be
issued pursuant to the Over-allotment Option, under Section 12(b) or 12(g) of the Securities
Exchange Act of 1934, as amended, including any amendments thereto;




          (vi) to the extent necessary, to prepare for filing by the Trust an application to the
New York Stock Exchange or any other national stock exchange or the Nasdaq National Market
for listing upon notice of issuance of any Preferred Securities; and




          (vii) any other actions necessary or incidental to carry out any of the foregoing
activities.



- 17 -









 





          (b) The Sponsor must exercise the powers set forth in this Section 2.10 in a manner that is
consistent with the purposes and functions of the Trust set out in Section 2.06, and the Sponsor
shall not take any action that is inconsistent with the purposes and functions of the Trust set
forth in Section 2.06.




          (c) Subject to this Section 2.10, the Sponsor shall have none of the powers or the authority
of the Property Trustee set forth in Article VIII.




          Section 2.11 Certain Covenants of the Sponsor




          (a) On each Closing Date, the Sponsor will purchase all of the Common Securities issued by the
Trust that shall represent an aggregate Liquidation Amount of no less than 3% of the aggregate
Liquidation Amount of the Trust Securities being purchased on such Closing Date;




          (b) The Sponsor shall maintain directly or indirectly 100% ownership of the Common Securities,
provided that certain successors that are permitted by the Indenture may succeed to the Sponsor’s
ownership of the Common Securities; and




          (c) The Sponsor will use its reasonable efforts, consistent with the terms and provisions of
this Declaration, to cause the Trust to remain classified as a grantor trust and not as an
association taxable as a corporation for United States federal income tax purposes.




          Section 2.12 Guarantee of Payment of Trust Obligations




          (a) Subject to the terms and conditions of this Section 2.12 and the Guarantee, the Sponsor,
in its capacity as Sponsor and not as a Holder, hereby irrevocably and unconditionally guarantees
to each Person to whom the Trust is now or hereafter becomes indebted or liable (the
“Beneficiaries”) the full payment, when and as due, of any and all costs, expenses or liabilities
of the Trust (other than obligations of the Trust to make payments to holders of Trust Securities
pursuant to the terms thereof) (“Obligations”) to such Beneficiaries. The Sponsor, in its capacity
as Sponsor and not as a Holder, shall pay any and all taxes (other than United States withholding
taxes attributable to the Trust or its assets) and all liabilities, costs and expenses with respect
to such taxes of the Trust.




          (b) The agreement of the Sponsor in Section 2.12(a) is intended to be for the benefit of, and
to be enforceable by, all such Beneficiaries, whether or not such Beneficiaries have received
notice hereof.




          (c) The agreement of the Sponsor set forth in Section 2.12(a) shall terminate and be of no
further force and effect upon the later of (a) the date on which full payment has been made of all
amounts payable to all Holders of all the Preferred Securities (whether upon redemption,
liquidation, exchange or otherwise) and (b) the date on which there are no Beneficiaries remaining;
provided, however, that such agreement shall continue to be effective or shall be reinstated, as
the case may be, if at any time any Holder of Preferred Securities or any Beneficiary must restore
payment of any sums paid under the Preferred Securities, under any Obligation, under the Guarantee
or under this Declaration for any reason whatsoever. Such agreement is continuing, irrevocable,
unconditional and absolute.




- 18 -









 








          Section 2.13 Execution of Documents




          Unless otherwise determined by the Sponsor or the Administrative Trustees, and except as
otherwise required by the Delaware Statutory Trust Act, the Trust Indenture Act or this
Declaration, any one Administrative Trustee is authorized to execute on behalf of the Trust any
documents that the Administrative Trustees have the power and authority to execute pursuant to this
Declaration.




ARTICLE III




PAYMENT ACCOUNT




          Section 3.01 Payment Account




          (a) On or prior to the first Closing Date, the Property Trustee shall establish the Payment
Account. Except as set forth in Section 5.09 hereof, the Property Trustee and any agent of the
Property Trustee shall have exclusive control and sole right of withdrawal with respect to the
Payment Account for the purpose of making deposits in and withdrawals from the Payment Account in
accordance with this Declaration. All monies and other property deposited or held from time to
time in the Payment Account shall be held by the Property Trustee in the Payment Account for the
exclusive benefit of the Securityholders and for distribution as herein provided, including (and
subject to) any priority of payments provided for herein.




          (b) The Property Trustee shall deposit in the Payment Account, promptly upon receipt, all
payments of principal of or interest on, and any other payments or proceeds with respect to, the
Notes. Amounts held in the Payment Account shall not be invested by the Property Trustee pending
distribution thereof.




ARTICLE IV




DISTRIBUTIONS; REDEMPTION; EXCHANGE




          Section 4.01 Distributions




          (a) Distributions on the Trust Securities shall be cumulative and shall accrue from [   ], or
the most recent Distribution Date (as defined herein) and, except in the event that the Sponsor
exercises its right to defer the payment of interest on the Notes pursuant to the Notes, shall be
payable [quarterly] in arrears on [   ], [   ], [   ] and [   ] of each year, commencing on [   ] (which
dates correspond to the interest payment dates on the Notes), when, as and if available for payment
by the Property Trustee, as further described in Section 4.01(c). In the event that the Sponsor
exercises its right to defer the payment of interest on the Notes pursuant to the Notes,
Distributions on the Trust Securities shall be deferred for a corresponding period and shall be
payable in arrears on the date of the corresponding interest payment on the Notes, when, as and if
available for payment by the Property Trustee, as further described in Section 4.01(c). If any
date on which Distributions are otherwise payable on the Trust Securities is not a Business Day,
then the payment of such Distributions shall be made on the next succeeding day which is a Business
Day (and no interest shall accrue for the period from and after such date until the next




- 19 -









 




succeeding Business Day) with the same force and effect as if made on such date (each date on
which Distributions are payable in accordance with this Section 4.01(a), a “Distribution Date”).




     (b) The Trust Securities represent undivided beneficial interests in the Trust Property, and
the Distributions on the Trust Securities shall be payable at a rate of [   ]% per annum of the
Liquidation Amount of the Trust Securities, such rate being the rate of interest payable on the
Notes to be held by the Property Trustee. The amount of Distributions payable for any period shall
be computed on the basis of a 360-day year of twelve 30-day months. For periods less than a full
month, Distributions shall reflect interest on Notes computed on the basis of the actual number of
elapsed days based on a 360-day year. The amount of Distributions payable for any period shall
include the Additional Amounts, if any.



     (c) Distributions on the Trust Securities shall be made by the Property Trustee from the
Payment Account and shall be payable on each Distribution Date only to the extent that the Trust
has funds then on hand and available in the Payment Account for the payment of such Distributions.



     (d) Distributions on the Trust Securities with respect to a Distribution Date shall be payable
to the Holders thereof as they appear on the Security Register for the Trust Securities on the
relevant record date, which shall be the date which is the fifteenth day (whether or not a Business
Day) next preceding such Distribution Date.



     Section 4.02 Optional Redemption, Mandatory Redemption and Special Event Redemption



     (a) Upon an optional redemption of Notes, the proceeds from such redemption shall be applied
to redeem Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal
amount of the Notes so redeemed by the Sponsor at the Optional Redemption Price. Upon a Special
Event redemption or a mandatory redemption (whether at maturity or upon acceleration of the Notes)
of Notes, the proceeds from such redemption shall be applied to redeem Trust Securities having an
aggregate Liquidation Amount equal to the aggregate principal amount of the Notes so redeemed by
the Sponsor, at the Redemption Price.



     (b) Notice of redemption (which notice will be irrevocable) shall be given by the Property
Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior
to the Redemption Date to the Sponsor and each Holder of Trust Securities to be redeemed, at such
Holder’s address as it appears in the Security Register. All notices of redemption shall state:




          (i) the Redemption Date;




          (ii) the Redemption Price or the Optional Redemption Price, as the case may be;




          (iii) the CUSIP number;



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          (iv) if less than all of the Outstanding Trust Securities are to be redeemed, the
identification and the aggregate Liquidation Amount of the particular Trust Securities to be
redeemed;




          (v) that, on the Redemption Date, the Redemption Price or the Optional Redemption
Price, as the case may be, will become due and payable upon each such Trust Security to be
redeemed and that Distributions thereon will cease to accrue on and after said date; and




          (vi) the place or places where such Trust Securities are to be surrendered for payment
of the Redemption Price or the Optional Redemption Price, as the case may be.



          (c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption
Price or the Optional Redemption Price, as the case may be, with the proceeds from the
contemporaneous redemption of Notes. Redemptions of the Trust Securities shall be made and the
Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each
Redemption Date only to the extent that the Trust has funds then on hand and available in the
Payment Account for the payment of such Redemption Price or the Optional Redemption Price, as the
case may be.




          (d) If the Property Trustee gives a notice of redemption pursuant to Section 4.02(b) in
respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption
Date, subject to Section 4.02(c), the Property Trustee will irrevocably deposit with the Paying
Agent for the Preferred Securities funds sufficient to pay the applicable Redemption Price or
Optional Redemption Price, as the case may be, on such Preferred Securities and will give the
Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price or the
Optional Redemption Price, as the case may be, to the Clearing Agency or, if the Preferred
Securities are no longer in book-entry only form, to the Holders thereof upon surrender of their
Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or
prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the
Holders of such Trust Securities as they appear on the Security Register for the Trust Securities
on the relevant record dates for the related Distribution Dates. If notice of redemption shall
have been given and funds deposited as required, then, upon the date of such deposit, all rights of
Securityholders holding Trust Securities so called for redemption will cease, except the right of
such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case
may be, but without interest on such Optional Redemption Price or Redemption Price, and such Trust
Securities will cease to be Outstanding. In the event that any date on which any Redemption Price
or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then
payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on
such date will be made on the next succeeding day which is a Business Day (and without any interest
or other payment in respect of any such delay), with the same force and effect as if made on such
date.




          (e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date,
then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common




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Securities and the Preferred Securities that are to be redeemed. The particular Preferred
Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Property Trustee from the Outstanding Preferred Securities not previously called for
redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of portions (equal to $[   ] or an integral
multiple of $[   ] in excess thereof) of the Liquidation Amount of the Preferred Securities. The
Property Trustee shall promptly notify the Security Registrar in writing of the Preferred
Securities selected for redemption and, in the case of any Preferred Securities selected for
partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the
case of Preferred Securities registered in the name of and held of record by the Clearing Agency
(or any successor) or any nominee of the Clearing Agency or any successor, the distribution of the
proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency
or its nominee. For all purposes of this Declaration, unless the context otherwise requires, all
provisions relating to the redemption of Preferred Securities shall relate, in the case of any
Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate
Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any
redemption in part, the Trust shall not be required to (i) issue, register the transfer of or
exchange any Preferred Security during a period beginning at the opening of business 15 days before
any selection for redemption of Preferred Securities and ending at the close of business on the
earliest date on which the relevant notice of redemption is deemed to have been given to all
holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange any
Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed
portion of any Preferred Securities being redeemed in part.




          Section 4.03 [Reserved]




          Section 4.04 Subordination of Common Securities




          Payment of Distributions (including Additional Amounts, if applicable) on, and the Redemption
Price (or the applicable Optional Redemption Price) of, the Trust Securities, as applicable, shall
be made pro rata based on the Liquidation Amount of such Trust Securities; provided, however, that
if on any Distribution Date or Redemption Date an Event of Default shall have occurred and be
continuing, (i) no payment of any Distribution (including Additional Amounts, if applicable) on, or
the Redemption Price of, any Common Security, and no other payment on account of the redemption,
liquidation or other acquisition of Common Securities, shall be made unless payment in full in cash
of all accumulated and unpaid Distributions (including Additional Amounts, if applicable) on all
Outstanding Preferred Securities for all Distribution periods terminating on or prior thereto, or
in the case of payment of the Redemption Price (or the applicable Optional Redemption Price) the
full amount of such Redemption Price (or applicable Optional Redemption Price) on all Outstanding
Preferred Securities then called for redemption, shall have been made or provided for, and (ii) all
funds immediately available to the Property Trustee shall first be applied to the payment in full
in cash of all Distributions (or the applicable Additional Amounts, if applicable) on, or the
Redemption Price (or the applicable Optional Redemption Price) of, Preferred Securities then due
and payable.




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          Section 4.05 Payment Procedures




          Payments in respect of the Preferred Securities shall be made by (i) check mailed to the
address of the Person entitled thereto as such address shall appear on the Security Register, (ii)
wire transfer of immediately available funds to an account maintained by the Person entitled
thereto as specified in the Security Register or (iii), if the Preferred Securities are held by a
Clearing Agency, such Distributions shall be made to the Clearing Agency in immediately available
funds, in accordance with the Certificate Depository Agreement, on the applicable Distribution
Dates or Redemption Dates, as the case may be. Payments in respect of the Common Securities shall
be made in such manner as shall be mutually agreed between the Property Trustee and the Holder of
the Common Securities.




          Section 4.06 Tax Returns and Reports




          The Administrative Trustees shall prepare (or cause to be prepared), at the Sponsor’s expense,
and file (or cause to be filed) all United States federal, state and local tax and information
returns and reports required to be filed by or in respect of the Trust. In this regard, the
Administrative Trustees shall (a) prepare and file (or cause to be prepared or filed) Form 1041 or
the appropriate Internal Revenue Service form required to be filed in respect of the Trust in each
taxable year of the Trust and (b) prepare and furnish (or cause to be prepared and furnished) to
each Securityholder a Form 1099 or the appropriate Internal Revenue Service form required to be
furnished to such Securityholder or the information required to be provided on such form. The
Administrative Trustees shall provide (or cause to be provided) the Sponsor and the Property
Trustee with a copy of all such returns, reports and schedules promptly after such filing or
furnishing. The Trustees shall comply with United States federal withholding and backup
withholding tax laws and information reporting requirements with respect to any payments to
Securityholders under the Trust Securities. To the extent that the Trust is required to withhold
and pay over any amounts to any authority with respect to Distributions or allocations to any
Holder, the amount withheld shall be deemed to be a distribution in the amount of the withholding
to the Holder. In the event of any claimed over-withholding, Holders shall be limited to an action
against the applicable jurisdiction. If the amount required to be withheld was not withheld from
actual Distributions made, the Trust may reduce subsequent Distributions by the amount of such
withholding (but not by the amount of any liability imposed on the Trust as withholding agent).




          Section 4.07 Payment of Taxes, Duties, Etc. of the Trust




          Upon receipt under the Notes of Additional Sums, the Property Trustee, upon receipt of written
notice and direction from the Sponsor or the Administrative Trustees, shall promptly pay from such
Additional Sums any taxes, duties or governmental charges of whatsoever nature (other than
withholding taxes), as indicated in such notice, imposed on the Trust by the United States or any
other taxing authority.




          Section 4.08 Payments under Indenture




          Any amount payable hereunder to any Holder of Preferred Securities (and any Owner with respect
thereto) shall be reduced by the amount of any corresponding payment such




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Holder (or Owner) has directly received pursuant to the Indenture in accordance with the terms
of Section 6.08 hereof.




ARTICLE V




TRUST SECURITIES CERTIFICATES




          Section 5.01 Initial Ownership




          Upon the formation of the Trust, the Sponsor was, and until the issuance of the Trust
Securities, and at any time during which no Trust Securities are Outstanding, the Sponsor shall be,
the sole beneficial owner of the Trust.




          Section 5.02 The Trust Securities Certificates




          The Preferred Securities Certificates shall be issued in minimum denominations of $[   ]
Liquidation Amount and integral multiples of $[   ] in excess thereof, substantially in the form of
Exhibit B hereto, and the Common Securities Certificates shall be issued in denominations of $[   ]
Liquidation Amount and integral multiples thereof (provided that if a fractional Common Security is
issued pursuant to Section 2.05, a Common Securities Certificate will be issued that will represent
such fractional Common Security), substantially in the form of Exhibit A hereto. The consideration
received by the Trust for the issuance of the Trust Securities shall constitute a contribution to
the capital of the Trust and shall not constitute a loan to the Trust. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual or facsimile signature of at least
one Administrative Trustee and the Preferred Securities Certificates shall be authenticated by the
Property Trustee. Trust Securities Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures shall have been affixed, authorized to sign
on behalf of the Trust, shall be validly issued and entitled to the benefit of this Declaration,
notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to
the delivery of such Trust Securities Certificates or did not hold such offices at the date of
delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate
shall become a Securityholder, and shall be entitled to the rights and subject to the obligations
of a Securityholder hereunder, upon due registration of such Trust Securities Certificate in such
transferee’s name pursuant to Section 5.04.




          Section 5.03 Delivery of Trust Securities Certificates




          (a) On each Closing Date, the Administrative Trustees shall cause Trust Securities
Certificates, in an aggregate Liquidation Amount as applicable to such Closing Date as provided in
Sections 2.04 and 2.05, to be executed on behalf of the Trust and delivered, without further
corporate action by the Sponsor, in authorized denominations. A Common Securities Certificate
shall not be valid until executed by at least one Administrative Trustee. A Preferred Securities
Certificate shall not be valid until executed by at least one Administrative Trustee and
authenticated by the manual signature of an authorized signatory of the Property Trustee on behalf
of the Property Trustee. The manual signature on behalf of the Property Trustee shall be
conclusive evidence that the Preferred Securities Certificate has been authenticated under this
Declaration. Upon a written order of the Trust signed by one Administrative Trustee, the




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Property Trustee shall authenticate the Preferred Securities Certificates for original issue.
The signature of any Administrative Trustee on the Trust Securities Certificates may be manual or
facsimile.




          (b) The Property Trustee may appoint an authenticating agent reasonably acceptable to the
Administrative Trustees to authenticate Preferred Securities Certificates. An authenticating agent
may authenticate Preferred Securities Certificates whenever the Property Trustee may do so. Each
reference in this Declaration to authentication by the Property Trustee includes authentication by
such agent. An authenticating agent has the same rights as the Property Trustee to deal with the
Sponsor or an Affiliate with respect to the authentication of Preferred Securities.




          (c) Every Person, by virtue of having become a Holder in accordance with the terms of this
Declaration (and by the acceptance of a Trust Securities Certificate), shall be deemed to have
expressly assented and agreed to the terms of, and shall be bound by, this Declaration and the
Guarantee.




          Section 5.04 Registration of Transfer and Exchange of Preferred Securities; Restrictions
on Transfer




          (a) The Administrative Trustees shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.08, a register or registers for the purpose of registering Trust
Securities Certificates and transfers and exchanges of Preferred Securities Certificates (herein
referred to as the “Security Register”) in which the registrar designated by the Administrative
Trustees (the “Security Registrar”), subject to such reasonable regulations as they may prescribe,
shall provide for the registration of Preferred Securities Certificates and Common Securities
Certificates (subject to Section 5.10 in the case of the Common Securities Certificates) and
registration of transfers and exchanges of Preferred Securities Certificates as herein provided. [
] is hereby designated and appointed by the Administrative Trustees as the initial Security
Registrar. Subject to the other provisions of this Declaration regarding restrictions on transfer,
upon surrender for registration of transfer of any Preferred Securities Certificate at an office or
agency of the Security Registrar designated pursuant to Section 5.08 for such purpose, an
Administrative Trustee shall execute, and the Property Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Preferred Securities
Certificates of any authorized denominations and of a like aggregate Liquidation Amount. At the
option of the Holder, and subject to the other provisions of this Section 5.04, Preferred
Securities Certificates may be exchanged for other Preferred Securities Certificates of any
authorized denomination and of a like Liquidation Amount, upon surrender of the Preferred
Securities Certificates to be exchanged at any such office or agency. Whenever any Preferred
Securities Certificates are so surrendered for exchange, an Administrative Trustee shall execute,
and the Property Trustee shall authenticate and deliver, the Preferred Securities Certificates
which the Holder making the exchange is entitled to receive.




          All Preferred Securities Certificates issued upon any registration of transfer or exchange of
Preferred Securities Certificates shall be the valid obligations of the Trust, evidencing the same
rights, and entitled to the same benefits under this Declaration, as the Preferred Securities
Certificates surrendered upon such registration of transfer or exchange.




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          Every Preferred Security Certificate presented or surrendered for registration of transfer or
for exchange shall (if so requested by the Administrative Trustees or the Security Registrar) be
duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the
Administrative Trustees and the Security Registrar duly executed, by the Holder thereof or such
Holder’s attorney duly authorized in writing. No service charge shall be made for any registration
of transfer or exchange of Preferred Securities Certificates, but the Security Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Preferred Securities Certificates.




          The Property Trustee shall only authenticate Preferred Security Certificates delivered to it
by authorized officers of the Security Registrar or an Administrative Trustee specifically for
authentication at such time or upon the written order of an Administrative Trustee. The Property
Trustee shall be fully protected and shall incur no liability for authenticating any Preferred
Security Certificate delivered to it for authentication as aforesaid or in accordance with a
written order of an Administrative Trustee.




          The Property Trustee shall have no obligation to register the transfer of any Preferred
Securities after such Preferred Securities have been called for redemption.




          (b) Notwithstanding any other provision of this Declaration or the Preferred Securities,
transfers and exchanges of Preferred Securities Certificates and beneficial interests in a Global
Certificate of the kinds specified in this Section 5.04(b) shall be made only in accordance with
this Section 5.04(b).





          (i) Non-Global Certificate to Global Certificate. If the Holder of a Preferred
Securities Certificate (other than a Global Certificate) wishes at any time to transfer all
or any portion of such Preferred Securities Certificate to a Person who wishes to take
delivery thereof in the form of a beneficial interest in a Global Certificate, such transfer
may be effected only in accordance with the provisions of this Section 5.04(b)(i) and
Section 5.13 and subject to the Applicable Procedures. Upon receipt by the Security
Registrar of (A) such Preferred Securities Certificate and instructions satisfactory to the
Security Registrar directing that a beneficial interest in the Global Certificate of a
specified number of Preferred Securities not greater than the number of Preferred Securities
represented by such Preferred Securities Certificate be credited to a specified Clearing
Agency Participant’s account, then the Security Registrar shall cancel such Preferred
Securities Certificate (and cause to be issued a new Preferred Securities Certificate in
respect of any untransferred portion thereof) and increase the aggregate Liquidation Amount
of the Global Certificate by the Liquidation Amount represented by such Preferred Securities
so transferred as provided in Section 5.11; provided that if a Global Certificate is not
then outstanding, an Administrative Trustee on behalf of the Trust may issue and the
Property Trustee may authenticate a new Global Certificate equal to the Liquidation Amount
of such Definitive Preferred Securities Certificates to be so exchanged as provided in
Section 5.11.




          (ii) Non-Global Certificate to Non-Global Certificate. A Preferred Securities
Certificate that is not a Global Certificate may be transferred, in whole or in



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part, to a Person who takes delivery in the form of another Preferred Securities
Certificate that is not a Global Certificate as provided in Section 5.04(a).




          (iii) Global Certificate to Non-Global Certificate. A beneficial interest in a
Global Certificate may be exchanged for a Preferred Securities Certificate that is not a
Global Certificate only as provided in Section 5.11.



          Section 5.05 Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates




          If (a) any mutilated Trust Securities Certificate shall be surrendered to the Security
Registrar, or if the Security Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Trust Securities Certificate and (b) there shall be delivered to
the Security Registrar and the Administrative Trustees such security or indemnity as may be
required by them to hold each of them harmless, then in the absence of notice that such Trust
Securities Certificate shall have been acquired by a bona fide purchaser, the Administrative
Trustees, or any one of them, on behalf of the Trust shall execute and make available for
authentication, where applicable, and delivery, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Trust Securities Certificate, a new Trust Securities Certificate of like
denomination. In connection with the issuance of any new Trust Securities Certificate under this
Section, the Security Registrar may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith. Any duplicative Trust
Securities Certificate issued pursuant to this Section shall constitute conclusive evidence of an
undivided beneficial interest in the assets of the Trust, as if originally issued, whether or not
the lost, stolen or destroyed Trust Securities Certificate shall be found at any time.




          Section 5.06 Persons Deemed Securityholders




          The Property Trustee and the Security Registrar shall treat the Person in whose name any Trust
Securities Certificate shall be registered in the Security Register as the owner of such Trust
Securities Certificate for the purpose of receiving Distributions and for all other purposes
whatsoever, and, to the fullest extent permitted by law, neither the Property Trustee nor the
Security Registrar shall be bound by any notice to the contrary.




          Section 5.07 Access to List of Securityholders’ Names and Addresses




          The Administrative Trustees or the Sponsor shall furnish or cause to be furnished (unless the
Property Trustee is acting as Security Registrar with respect to the Trust Securities under the
Declaration) a list, in such form as the Property Trustee may reasonably require, of the names and
addresses of the Securityholders as of the most recent record date (a) to the Property Trustee,
[quarterly] at least 5 Business Days before each Distribution Date, and (b) to the Property
Trustee, within 30 days after receipt by the Sponsor of a request therefor from the Property
Trustee in order to enable the Property Trustee to discharge its obligations under this
Declaration, in each case to the extent such information is in the possession or control of the
Administrative Trustees or the Sponsor and is not identical to a previously supplied list or has
not otherwise been received by the Property Trustee in its capacity as Security Registrar. The
rights of Securityholders to communicate with other Securityholders with respect to their rights
under this Declaration or under the Trust Securities, and the corresponding rights of the Trustees




- 27 -









 




shall be as provided in the Trust Indenture Act, except to the extent Section 3819 of the
Delaware Statutory Trust Act would require greater access to such information, in which case the
latter shall apply. Each Holder, by receiving and holding a Trust Securities Certificate, and each
Owner shall be deemed to have agreed not to hold the Sponsor, the Property Trustee or the
Administrative Trustees accountable by reason of the disclosure of its name and address, regardless
of the source from which such information was derived.




          Section 5.08 Maintenance of Office or Agency




          The Security Registrar shall maintain in The City of New York an office or offices or agency
or agencies where Preferred Securities Certificates may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Trustees in respect of the Trust
Securities Certificates may be served. The Security Registrar initially designates [101 Barclay
Street, Floor 21W, New York, New York 10286, Attention: Corporate Trust Trustee Administration], as
its office for such purposes. The Security Registrar shall give prompt written notice to the
Sponsor and to the Securityholders of any change in the location of the Security Register or any
such office or agency.




          Section 5.09 Appointment of Paying Agent




          The Trust shall maintain an office or agency where the Preferred Securities may be presented
for payment, which shall initially be in [   ]. The Paying Agent shall make Distributions to
Securityholders from the Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable power
to withdraw funds from the Payment Account for the purpose of making the Distributions referred to
above. The Administrative Trustees may revoke such power and remove the Paying Agent for any
reason, including if such Administrative Trustees determine in their sole discretion that the
Paying Agent shall have failed to perform its obligations under this Declaration in any material
respect. The Property Trustee shall have no duty to monitor or oversee any of the activities of
any Paying Agent (other than itself), including but not limited to any withdrawals from the Payment
Account, and the Property Trustee shall be fully protected and shall incur no liability in
connection with any action or omission of any such Paying Agent. The Paying Agent (which is hereby
appointed by the Administrative Trustees) shall initially be [   ], and any co-paying agent chosen
by the Administrative Trustees and the Sponsor in their sole discretion. Any Person acting as
Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice to the
Property Trustee and the Sponsor. In the event that [   ] shall no longer be the Paying Agent or a
successor Paying Agent shall resign or its authority to act be revoked, the Administrative Trustees
shall appoint a successor that is reasonably acceptable to the Property Trustee and the Sponsor to
act as Paying Agent (which shall be a bank or trust company). Each successor Paying Agent or any
additional Paying Agent shall agree with the Trustees that, as Paying Agent, such successor Paying
Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the
Securityholders in trust for the benefit of the Securityholders entitled thereto until such sums
shall be paid to each Securityholder. The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds
in its possession to the Property Trustee. The provisions of Sections 8.01, 8.03 and 8.06 shall
apply to the Property Trustee also in its role as Paying Agent, for so long as the Property Trustee
shall act as Paying




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Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any
reference in this Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.




          Section 5.10 Ownership of Common Securities by Sponsor




          On each Closing Date, the Sponsor shall acquire beneficial and record ownership of Common
Securities in the applicable Liquidation Amount pursuant to Section 2.11(a) for such Closing Date.
The Sponsor agrees at all times to maintain direct or indirect beneficial ownership of the Common
Securities, including through beneficial ownership of the Common Securities by an Affiliate of the
Sponsor. To the fullest extent permitted by law, any attempted transfer of the Common Securities,
other than a transfer to an Affiliate of the Sponsor or a transfer to certain successors that are
permitted by the Indenture to succeed to the Sponsor’s ownership of the Common Securities, shall be
void. The Administrative Trustees shall cause each Common Securities Certificate issued to the
Sponsor to contain a legend stating “THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED UNDER
APPLICABLE LAW AND THE AMENDED AND RESTATED DECLARATION OF TRUST.”




          Section 5.11 Global Certificates; Non-Global Certificates; Common Securities
Certificate




          (a) Pursuant to Section 2.04, on each Closing Date Preferred Securities will be issued in
book-entry form through the execution of one or more permanent Global Certificates in definitive
fully registered form delivered to the Clearing Agency or nominee thereof or a custodian therefor
and registered in the name of the Clearing Agency or nominee thereof and no Owner will receive a
Definitive Preferred Securities Certificate except as provided in Section 5.13. Each Global
Certificate authenticated under this Declaration shall be registered in the name of the Clearing
Agency designated by the Sponsor for such Global Certificate or a nominee thereof and delivered to
such Clearing Agency or a nominee thereof or custodian therefor, and each such Global Certificate
shall constitute a Preferred Security Certificate for all purposes of this Declaration.




          (b) If a Global Certificate is to be exchanged for one or more Definitive Preferred Securities
Certificates or canceled in whole, it shall be surrendered by or on behalf of the Clearing Agency,
its nominee or custodian to the Security Registrar, for exchange or cancellation as provided in
this Article V. If any Global Certificate is to be exchanged for Definitive Preferred Securities
Certificates or canceled in part, or if a Definitive Preferred Securities Certificate is to be
exchanged in whole or in part for a beneficial interest in any Global Certificate, in each case, as
provided in Section 5.04, then either (i) such Global Certificate shall be so surrendered for
exchange or cancellation as provided in this Article V or (ii) the Liquidation Amount thereof shall
be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled,
or equal to the Liquidation Amount of such Definitive Preferred Security Certificates to be so
exchanged for a beneficial interest therein, as the case may be, by means of an appropriate
adjustment made on the records of the Security Registrar, whereupon the Property Trustee, in
accordance with the Applicable Procedures, shall instruct the Clearing Agency or its authorized
representative to make a corresponding adjustment to its records. If at any time the Holder of a
Definitive Preferred Securities Certificate wishes to




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transfer all or any portion of such Definitive Preferred Securities Certificate to a Person
who wishes to take delivery thereof in the form of a beneficial interest in a Global Certificate,
as provided in Section 5.04, a Global Certificate is not then outstanding, an Administrative
Trustee on behalf of the Trust may issue and the Property Trustee may authenticate a new Global
Certificate equal to the Liquidation Amount of such Definitive Preferred Securities Certificates to
be so exchanged. Upon any such surrender or adjustment of a Global Certificate, the Property
Trustee shall, subject to Section 5.04 and as otherwise provided in this Article V, authenticate
and deliver any Definitive Preferred Securities Certificates issuable in exchange for such Global
Certificate (or any portion thereof) to or upon the order of, and registered in such names as may
be directed by, the Clearing Agency or its authorized representative.




          (c) Upon the request of the Property Trustee in connection with the occurrence of any of the
events specified in Section 5.11(b), the Sponsor shall cause as promptly as practicable to be made
available to the Property Trustee a reasonable supply of Definitive Preferred Securities
Certificates. The Property Trustee shall be entitled to conclusively rely upon any order,
direction or request of the Clearing Agency or its authorized representative which is given or made
pursuant to this Article V if such order, direction or request is given or made in accordance with
the Applicable Procedures.




          (d) Every Preferred Security Certificate authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Certificate or any portion thereof, whether
pursuant to this Article V or otherwise, shall be authenticated and delivered in the form of, and
shall be, a Global Certificate, unless such Preferred Security Certificate is registered in the
name of a Person other than the Clearing Agency for such Global Certificate or a nominee thereof.




          (e) The Clearing Agency or its nominee, as registered owner of a Global Certificate, shall be
the Holder of such Global Certificate for all purposes under the Declaration and the Preferred
Securities, and owners of beneficial interests in a Global Certificate shall hold such interests
pursuant to the Applicable Procedures. Accordingly, any such owner’s beneficial interest in a
Global Certificate will be shown only on, and the transfer of such interest shall be effected only
through, records maintained by the Clearing Agency or its nominee or its participants and such
owners of beneficial interests in a Global Certificate will not be considered the owner or holders
of such Global Certificate for any purpose of this Declaration or the Preferred Securities.




          (f) On each Closing Date, a single Common Securities Certificate representing the Common
Securities to be issued on such Closing Date shall be issued to the Sponsor in the form of a
definitive Common Securities Certificate.




          Section 5.12 Notices to Clearing Agency




          To the extent that a notice or other communication to the Owners is required under this
Declaration, unless and until Definitive Preferred Securities Certificates shall have been issued
to Owners pursuant to Section 5.11 and Section 5.13, the Trustees shall give all such notices and
communications specified herein to be given to Owners to the Clearing Agency, and shall have no
obligations to provide notices directly to the Owners.




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          Section 5.13 Definitive Preferred Securities Certificates




          Notwithstanding any other provision in this Declaration, no Global Certificate may be
exchanged in whole or in part for Definitive Preferred Securities Certificates registered, and no
transfer of a Global Certificate in whole or in part may be registered, in the name of any Person
other than the Clearing Agency for such Global Certificate or a nominee thereof unless (i) such
Clearing Agency (A) has notified the Sponsor that it is unwilling or unable to continue as Clearing
Agency for such Global Certificate or (B) has ceased to be a clearing agency registered as such
under the Securities Exchange Act of 1934, as amended, and in either case the Trust and the Sponsor
thereupon fails to appoint a successor Clearing Agency within 90 days, (ii) the Sponsor, at its
option, notifies the Property Trustee in writing that it elects to cause the issuance of the
Preferred Securities in definitive non-global registered certificated form or (iii) there shall
have occurred and be continuing an Event of Default or any event which after notice or lapse of
time or both would be an Event of Default and the Holders of a majority in an aggregate Liquidation
Amount of the Outstanding Preferred Securities determine that such Global Certificate will be
exchangeable for Definitive Preferred Securities Certificates. In all cases, Definitive Preferred
Securities Certificates delivered in exchange for any Global Certificate or beneficial interests
therein will be registered in the names, and issued in any approved denominations, requested by or
on behalf of the Clearing Agency (in accordance with its customary procedures).




          Section 5.14 Rights of Securityholders




          The legal title to the Trust Property is vested exclusively in the Property Trustee (in its
capacity as such) in accordance with Section 2.09, and the Securityholders shall not have any right
or title therein other than the undivided beneficial interest in the assets of the Trust conferred
by their Trust Securities and they shall have no right to call for any partition or division of
property, profits or rights of the Trust except as described below. The Trust Securities shall be
personal property giving only the rights specifically set forth therein and in this Declaration.
The Trust Securities shall have no preemptive or similar rights and, when issued and delivered to
Securityholders against payment of the purchase price therefor and otherwise in accordance with
this Declaration, shall be deemed validly issued, fully paid and nonassessable undivided beneficial
interests in the assets of the Trust. The Holders of the Trust Securities, in their capacities as
such, shall be entitled to the benefits provide in this Declaration and to the same limitation of
personal liability extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware.




ARTICLE VI




ACT OF SECURITYHOLDERS; MEETINGS; VOTING




          Section 6.01 Limitations on Voting Rights




          (a) Except as provided in this Section 6.01, in Sections 8.02 and 10.02 and in the Indenture
and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or
in any manner otherwise control the administration, operation and management of the Trust or the
obligations of the parties hereto, nor shall anything herein set forth, or




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contained in the terms of the Trust Securities Certificates, be construed so as to constitute
the Securityholders from time to time as partners or members of an association.




          (b) Subject to Section 8.02 hereof, the Holders of a majority in aggregate Liquidation Amount
of the Preferred Securities will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Property Trustee or to exercise any right or power
conferred upon the Property Trustee under the Declaration, including the right to direct the
Property Trustee to exercise the remedies available to it as a holder of the Notes but excluding
the right to direct the Property Trustee to consent to an amendment, modification or termination of
the Indenture (which shall be as provided below). So long as any Notes are held by the Property
Trustee, the Trustees shall not (A) direct the time, method and place of conducting any proceeding
for any remedy available to the Note Trustee, or executing any trust or power conferred on the Note
Trustee with respect to such Notes, (B) waive any past default which is waivable under the
Indenture, (C) exercise any right to rescind or annul a declaration that the principal of all the
Notes shall be due and payable or (D) consent to any amendment, modification or termination of the
Indenture or the Notes, where such consent shall be required, without, in each case, obtaining the
prior approval of the Holders of a majority in aggregate Liquidation Amount of all Outstanding
Preferred Securities (except in the case of clause (D), which consent, in the event that no Event
of Default shall occur and be continuing, shall be of the Holders of a majority in aggregate
Liquidation Amount of all Trust Securities, voting together as a single class); provided, however,
that where a consent under the Indenture would require the consent of each holder of Notes affected
thereby, no such consent shall be given by the Property Trustee without the prior written consent
of each Holder of Preferred Securities. The Trustees shall not revoke any action previously
authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent
vote of the Holders of the Preferred Securities. The Property Trustee shall notify all Holders of
record of the Preferred Securities of any notice of default received from the Note Trustee with
respect to the Notes. In addition to obtaining the foregoing approvals of the Holders of the
Preferred Securities and, if applicable, the Common Securities, prior to taking any of the
foregoing actions, the Administrative Trustees shall, at the expense of the Sponsor, obtain an
Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified
as an association taxable as a corporation or partnership for United States federal income tax
purposes on account of such action.




          (c) If any proposed amendment to the Declaration provides for, or the Trustees otherwise
propose to effect, other than pursuant to the terms of this Declaration, the dissolution,
winding-up or termination of the Trust, then the Holders of Outstanding Preferred Securities as a
class will be entitled to vote on such amendment or proposal and such amendment or proposal shall
not be effective except with the approval of the Holders of a majority in aggregate Liquidation
Amount of the Outstanding Preferred Securities.




          Section 6.02 Notice of Meetings




          Notice of all meetings of the Holders of the Preferred Securities, stating the time, place and
purpose of the meeting, shall be given by the Property Trustee pursuant to Section 10.08 to each
Holder of record of Preferred Securities, at its registered address, at least 15 days and not more
than 90 days before the meeting. At any such meeting, any business properly




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before the meeting may be so considered whether or not stated in the notice of the meeting.
Any adjourned meeting may be held as adjourned without further notice.




          Section 6.03 Meetings of Holders of Preferred Securities




          (a) No annual meeting of Securityholders is required to be held. The Administrative Trustees,
however, shall call a meeting of Securityholders to vote on any matter upon the written request of
the Holders of record of 25% of the Preferred Securities (based upon their Liquidation Amount) and
the Administrative Trustees or the Property Trustee may, at any time in their discretion, call a
meeting of the Holders of Preferred Securities to vote on any matters as to which such Holders are
entitled to vote.




          (b) Holders of record of 50% of the Preferred Securities (based upon their Liquidation
Amount), present in person or by proxy, shall constitute a quorum at any meeting of
Securityholders. If a quorum is present at a meeting, an affirmative vote by the Holders of record
of Preferred Securities present, in person or by proxy, holding more than a majority of the
Preferred Securities (based upon their Liquidation Amount) held by Holders of record of Preferred
Securities present, either in person or by proxy, at such meeting shall constitute the action of
the Securityholders, unless this Declaration requires a greater number of affirmative votes.




          Section 6.04 Voting Rights




          Securityholders shall be entitled to one vote for each $[   ] of Liquidation Amount represented
by their Trust Securities in respect of any matter as to which such Securityholders are entitled to
vote. Notwithstanding that Holders of Preferred Securities are entitled to vote or consent under
any of the circumstances described above, any of the Preferred Securities that are owned at such
time by the Sponsor, an Administrative Trustee or any Affiliate of the Sponsor or any
Administrative Trustee shall, for purposes of such vote or consent, be treated as if such Preferred
Securities were not Outstanding.




          Section 6.05 Proxies, Etc.




          At any meeting of Securityholders, any Securityholders entitled to vote thereat may vote by
proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on
file with the Administrative Trustees, or with such other officer or agent of the Trust as the
Administrative Trustees may direct, for verification prior to the time at which such vote shall be
taken. Only Securityholders of record shall be entitled to vote. When Trust Securities are held
jointly by several Persons, any one of them may vote at any meeting in person or represented by
proxy in respect of such Trust Securities, but if more than one of them shall be present at such
meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any
vote to be cast, such vote shall not be received in respect of such Trust Securities. A proxy
purporting to be executed by or on behalf of a Securityholder shall be deemed valid unless
challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the
challenger. No proxy shall be valid more than three years after its date of execution.




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          Section 6.06 Securityholder Action by Written Consent




          Any action which may be taken by Securityholders at a meeting may be taken without a meeting
if Securityholders holding more than a majority of all Outstanding Trust Securities (based upon
their Liquidation Amount) entitled to vote in respect of such action (or such larger proportion
thereof as shall be required by any express provision of this Declaration) shall consent to the
action in writing.




          Section 6.07 Record Date for Voting and Other Purposes




          For the purposes of determining the Securityholders who are entitled to notice of and to vote
at any meeting or by written consent, or to participate in any Distribution on the Trust Securities
in respect of which a record date is not otherwise provided for in this Declaration, or for the
purpose of any other action, the Property Trustee may from time to time fix a date, not more than
90 days prior to the date of any meeting or request for written consent of Securityholders or the
payment of Distributions or other action, as the case may be, as a record date for the
determination of the identity of the Securityholders of record for such purposes.




          Section 6.08 Acts of Securityholders




          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Declaration to be given, made or taken by Securityholders or Owners
may be embodied in and evidenced by one or more instruments of substantially similar tenor signed
by such Securityholders or Owners in person or by an agent duly appointed in writing; and, except
as otherwise expressly provided herein, such action shall become effective when such instrument or
instruments are delivered to an Administrative Trustee or the Property Trustee. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred
to as the “Act” of the Securityholders or Owners signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Declaration and (subject to Section 8.01) conclusive in favor of the Trustees,
if made in the manner provided in this Section.




          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than the signer’s individual capacity, such certificate
or affidavit shall also constitute sufficient proof of the signer’s authority. The fact and date of
the execution of any such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which any Trustee receiving the same deems sufficient. The
ownership of Preferred Securities shall be proved by the Security Register.




          (c) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the
Securityholder of any Trust Security shall bind every future Securityholder of




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the same Trust Security and the Securityholder of every Trust Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything
done, omitted or suffered to be done by the Trustees or the Trust in reliance thereon, whether or
not notation of such action is made upon such Trust Security. Without limiting the foregoing, a
Securityholder entitled hereunder to take any action hereunder with regard to any particular Trust
Security may do so with regard to all or any part of the Liquidation Amount of such Trust Security
or by one or more duly appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such Liquidation Amount.




          (d) Upon the occurrence and continuation of an Event of Default, the Holders of Preferred
Securities shall rely on the enforcement by the Property Trustee of its rights as holder of the
Notes against the Sponsor. No Holder of Preferred Securities may institute any action directly
against the Sponsor under the Indenture unless (i) such Holder shall have given the Property
Trustee written notice of the occurrence of an Event of Default and the continuance thereof, (ii)
the Holders of not less than 25% in Liquidation Amount of the Preferred Securities then Outstanding
shall have requested the Property Trustee to institute such action and shall have offered the
Property Trustee reasonable indemnification therefor and (iii) the Property Trustee shall not have
instituted such action within 90 days of such request.




          (e) Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and
such Event of Default is attributable to the failure of the Sponsor to pay interest or principal on
the Notes on the date such interest or principal is otherwise payable (or in the case of
redemption, on the Redemption Date), then a Holder of Preferred Securities shall have the right to
institute a proceeding directly against the Sponsor, for enforcement of payment to such Holder of
the principal amount of or interest on Notes having a principal amount equal to the aggregate
Liquidation Amount of the Preferred Securities of such Holder after the respective due date
specified in the Notes (a “Direct Action”). In connection with any such Direct Action, the rights
of the Sponsor will be subrogated to the rights of any Holder of the Preferred Securities to the
extent of any payment made by the Sponsor to such Holder of Preferred Securities as a result of
such Direct Action.




          (f) A Securityholder may institute a legal proceeding directly against the Sponsor under the
Guarantee to enforce its rights under the Guarantee without first instituting a legal proceeding
against the Guarantee Trustee (as defined in the Guarantee), the Trust or any other Person.




          (g) Each Securityholder, by acceptance of Trust Securities, agrees to treat the Notes as
indebtedness of the Sponsor for all United States federal, state and local tax purposes.




          Section 6.09 Inspection of Records




          Upon reasonable prior written notice to the Administrative Trustees and the Property Trustee,
the records of the Trust shall be open to inspection by Securityholders during normal business
hours for any purpose reasonably related to such Securityholder’s interest as a Securityholder.




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ARTICLE VII




REPRESENTATIONS AND WARRANTIES




          Section 7.01 Representations and Warranties of the Property Trustee and the Delaware
Trustee




          The Property Trustee and the Delaware Trustee, each severally on behalf of and as to itself,
hereby represents and warrants for the benefit of the Sponsor and the Securityholders that (each
such representation and warranty made by the Property Trustee and the Delaware Trustee being made
only with respect to itself):




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     (a) the Property Trustee is a corporation duly organized, validly existing and in good
standing under the laws of the State of New York;




     (b) the Delaware Trustee is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware;




     (c) each of the Property Trustee and the Delaware Trustee has full corporate and, as
applicable, trust power, authority and legal right to execute, deliver and perform its
obligations under this Declaration and has taken all necessary action to authorize the
execution, delivery and performance by it of this Declaration;




     (d) this Declaration has been duly authorized, executed and delivered by each of the
Property Trustee and the Delaware Trustee and constitutes the valid and legally binding
agreement of the Property Trustee and the Delaware Trustee enforceable against it in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or
affecting creditors’ rights and to general equity principles;




     (e) the execution, delivery and performance by each of the Property Trustee and the
Delaware Trustee of this Declaration have been duly authorized by all necessary corporate or
other action on the part of the Property Trustee and the Delaware Trustee and does not
require any approval of stockholders of the Property Trustee or the Delaware Trustee and
such execution, delivery and performance will not (i) violate either of the Property
Trustee’s or the Delaware Trustee’s charter or by-laws, (ii) to the best of its knowledge
without independent investigation, violate any provision of, or constitute, with or without
notice or lapse of time, a default under, or result in the creation or imposition of any
Lien on any properties included in the Trust Property pursuant to the provisions of any
indenture, mortgage, credit agreement, license or other agreement or instrument to which the
Property Trustee or the Delaware Trustee is a party or by which it is bound, or (iii)
violate any law, governmental rule or regulation of the United States, the State of Delaware
or [State of New York], as the case may be, governing the banking, corporate, or trust
powers of the Property Trustee or the Delaware Trustee (as appropriate in context) or any
order, judgment or decree applicable to the Property Trustee or the Delaware Trustee;




     (f) neither the authorization, execution or delivery by the Property Trustee or the
Delaware Trustee of this Declaration nor the consummation of any of the transactions by the
Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein
requires the consent or approval of, the giving of notice to, the registration with or the
taking of any other action with respect to, any governmental authority or agency under any
existing law governing the banking, corporate or trust powers of the Property Trustee or the
Delaware Trustee, as the case may be, under the laws of the United States, the State of
Delaware or [State of New York]; and




     (g) there are no proceedings pending or, to the best of each of the Property Trustee’s
and the Delaware Trustee’s knowledge, threatened against or affecting the Property Trustee
or the Delaware Trustee in any court or before any governmental



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authority, agency or arbitration board or tribunal which, individually or in the
aggregate, would materially and adversely affect the Trust or would question the right,
power and authority of the Property Trustee or the Delaware Trustee, as the case may be, to
enter into or perform its obligations as one of the Trustees under this Declaration.



          Section 7.02 Representations and Warranties of Sponsor




          The Sponsor hereby represents and warrants for the benefit of the Securityholders that:





     (a) the Trust Securities Certificates issued on each Closing Date on behalf of the
Trust have been duly authorized and will have been duly and validly executed, issued and
delivered by the Trust pursuant to the terms and provisions of, and in accordance with the
requirements of, this Declaration and the Securityholders will be, as of such date, entitled
to the benefits of this Declaration; and




     (b) there are no taxes, fees or other governmental charges payable by the Trust (or the
Trustees on behalf of the Trust) under the laws of the State of Delaware or any political
subdivision thereof in connection with the execution, delivery and performance by the
Property Trustee or the Delaware Trustee, as the case may be, of this Declaration.



ARTICLE VIII




THE TRUSTEES




          Section 8.01 Certain Duties and Responsibilities




          (a) The duties and responsibilities of the Trustees shall be as provided by this Declaration
and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee,
before the occurrence of any Event of Default and after the curing or waiving of all Events of
Default that may have occurred, shall undertake to perform only such duties and obligations as are
specifically set forth in this Declaration and the Trust Indenture Act and no implied covenants,
duties or obligations shall be read into this Declaration against the Property Trustee. In case an
Event of Default has occurred (that has not been cured or waived pursuant to Section 8.02) of which
a responsible officer of the Property Trustee has actual knowledge, the Property Trustee shall
exercise such rights and powers vested in it by this Declaration and the Trust Indenture Act, and
use the same degree of care and skill in its exercise, as a prudent individual would exercise or
use under the circumstances in the conduct of his or her own affairs. Notwithstanding the
foregoing, no provision of this Declaration shall require the Trustees to expend or risk their own
funds or otherwise incur any financial liability in the performance of any of their duties
hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it. Whether or not therein expressly so provided, every
provision of this Declaration relating to the conduct or affecting the liability of or affording
protection to the Trustees shall be subject to the provisions of this Section. No Trustee shall be
liable, responsible or accountable in damages or otherwise to the Trust, any




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Holder of Trust Securities or any officer, director, shareholder, employee, representative or
agent of the Trust or its Affiliates for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Trustee in good faith on behalf of the Trust and in a manner
such Trustee reasonably believed to be within the scope of authority conferred on such Trustee by
this Declaration, except that a Trustee shall be liable for any such loss, damage or claim incurred
by reason of such Trustee’s gross negligence (or, in the case of the Property Trustee, negligence)
or willful misconduct with respect to such acts or omissions. To the extent that, at law, (whether
common or statutory) or in equity, an Administrative Trustee has duties (including fiduciary
duties) and liabilities relating thereto to the Trust or to the Securityholders, such
Administrative Trustee shall not be liable to the Trust or to any Securityholder for such
Administrative Trustee’s good faith reliance on the provisions of this Declaration or advice of
counsel. The provisions of this Declaration, to the extent that they restrict the duties and
liabilities of the Administrative Trustees otherwise existing at law, (whether common or statutory)
or in equity, are agreed by the Sponsor and the Securityholders to replace such other duties and
liabilities of the Administrative Trustees.




          (b) All payments made by the Property Trustee or a Paying Agent in respect of the Trust
Securities shall be made only from the revenue and proceeds from the Trust Property and only to the
extent that there shall be sufficient revenue or proceeds from the Trust Property to enable the
Property Trustee or a Paying Agent to make payments in accordance with the terms hereof. Each
Securityholder, by its acceptance of a Trust Security, agrees that it will look solely to the
revenue and proceeds from the Trust Property to the extent legally available for distribution to it
as herein provided and that the Trustees are not personally liable to it for any amount
distributable in respect of any Trust Security or for any other liability in respect of any Trust
Security. This Section 8.01(b) does not limit the liability of the Trustees expressly set forth
elsewhere in this Declaration or, in the case of the Property Trustee, in the Trust Indenture Act.




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





          (i) the Property Trustee shall not be liable for any error of judgment made in good
faith by an authorized officer of the Property Trustee, unless it shall be proved that the
Property Trustee was negligent in ascertaining the pertinent facts;




          (ii) the Property 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 the direction of the
Holders of a majority in Liquidation Amount of the Trust Securities relating to the time,
method and place of conducting any proceeding for any remedy available to the Property
Trustee, or exercising any right or power conferred upon the Property Trustee under this
Declaration;




          (iii) the Property Trustee’s sole duty with respect to the custody, safekeeping and
physical preservation of the Notes and the Payment Account shall be to deal with such
property as fiduciary assets, subject to the protections and limitations on liability
afforded to the Property Trustee under this Declaration and the Trust Indenture Act;



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          (iv) the Property Trustee shall not be liable for any interest on any money received by
it except as it may otherwise agree in writing with the Sponsor and money held by the
Property Trustee need not be segregated from other funds held by it except in relation to
the Payment Account maintained by the Property Trustee pursuant to Section 3.01 and except
to the extent otherwise required by law; and




          (v) neither the Property Trustee nor the Administrative Trustees shall be responsible
for monitoring each other’s compliance or the compliance of the Sponsor with their
respective duties under this Declaration, nor shall the Property Trustee or the
Administrative Trustees be liable for each other’s default or misconduct or that of the
Sponsor.



          Section 8.02 Notice of Defaults




          (a) Within ten days after the occurrence of any Event of Default actually known to an officer
of the Property Trustee involved in the administration of this Declaration, the Property Trustee
shall transmit, in the manner and to the extent provided in Section 10.08, notice of such Event of
Default to the Holders of Preferred Securities, the Administrative Trustees and the Sponsor, unless
such Event of Default shall have been cured or waived, provided that, except for a default in the
payment of principal of (or premium, if any) or interest on any of the Notes, the Property Trustee
shall be protected in withholding such notice if and so long as a trust committee of directors
and/or responsible officers of the Property Trustee in good faith determines that the withholding
of such notice is in the interests of the Holders of the Preferred Securities.




          (b) Within ten days after the receipt of notice of the Sponsor’s exercise of its right to
extend the interest payment period for the Notes pursuant to the Indenture, the Property Trustee
shall transmit, in the manner and to the extent provided in Section 10.08, notice of such exercise
to the Securityholders, unless such exercise shall have been revoked.




          (c) The Holders of a majority in Liquidation Amount of Preferred Securities may, by vote, on
behalf of the Holders of all of the Preferred Securities, direct the Property Trustee to waive any
Event of Default in respect of the Preferred Securities and its consequences, provided that, if the
underlying Note Event of Default:





          (i) is not waivable under the Indenture, the Event of Default under the Declaration
shall also not be waivable; or




          (ii) requires the consent or vote of greater than a majority in principal amount of the
holders of the Notes (a “Super Majority”) to be waived under the Indenture, the Event of
Default under the Declaration may only be waived by the vote of the Holders of the same
proportion in Liquidation Amount of the Preferred Securities that the relevant Super
Majority represents of the aggregate principal amount of the Notes outstanding.


The provisions of Section 6.01(b) and this Section 8.02(c) shall be in lieu of Section 316(a)(1)(B)
of the Trust Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is hereby
expressly excluded from this Declaration and the Preferred Securities, as permitted by


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the Trust Indenture Act. Upon such waiver, any such default shall cease to exist, and any Event of
Default with respect to the Preferred Securities arising therefrom shall be deemed to have been
cured, for every purpose of this Declaration, but no such waiver shall extend to any subsequent or
other default or an Event of Default with respect to the Preferred Securities or impair any right
consequent thereon. Any waiver by the Holders of the Preferred Securities of an Event of Default
with respect to the Preferred Securities shall also be deemed to constitute a waiver by the Holders
of the Common Securities of any such Event of Default with respect to the Common Securities for all
purposes of this Declaration without any further act, vote, or consent of the Holders of the Common
Securities.




          (d) The Holders of a majority in Liquidation Amount of the Common Securities may, by vote, on
behalf of the Holders of all of the Common Securities, waive any Event of Default with respect to
the Common Securities and its consequences, provided that, if the underlying Note Event of Default:





          (i) is not waivable under the Indenture, except where the Holders of the Common
Securities are deemed to have waived such Event of Default under the Declaration as provided
below in this Section 8.02(d), the Event of Default under the Declaration shall also not be
waivable; or




          (ii) requires the consent or vote of a Super Majority to be waived, except where the
Holders of the Common Securities are deemed to have waived such Event of Default under the
Declaration as provided below in this Section 8.02(d), the Event of Default under the
Declaration may only be waived by the vote of the Holders of the same proportion in
Liquidation Amount of the Common Securities that the relevant Super Majority represents of
the aggregate principal amount of the Notes outstanding;


provided further, that each Holder of Common Securities will be deemed to have waived any such
Event of Default and all Events of Default with respect to the Common Securities and its
consequences until all Events of Default with respect to the Preferred Securities have been cured,
waived or otherwise eliminated, and until such Events of Default have been so cured, waived or
otherwise eliminated, the Property Trustee will be deemed to be acting solely on behalf of the
Holders of the Preferred Securities and only the Holders of the Preferred Securities will have the
right to direct the Property Trustee in accordance with the terms of the Trust Securities. The
provisions of Section 6.01(b) and this Section 8.02(d) shall be in lieu of Section 316(a)(1)(B) of
the Trust Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is hereby
expressly excluded from this Declaration and the Common Securities, as permitted by the Trust
Indenture Act. Subject to the foregoing provisions of this Section 8.02(d), upon such waiver, any
such default shall cease to exist and any Event of Default with respect to the Common Securities
arising therefrom shall be deemed to have been cured for every purpose of this Declaration, but no
such waiver shall extend to any subsequent or other default or Event of Default with respect to the
Common Securities or impair any right consequent thereon.




          (e) A waiver of a Note Event of Default under the Indenture by the Property Trustee at the
written direction of the Holders of the Preferred Securities constitutes a waiver of the
corresponding Event of Default under this Declaration. The foregoing provisions of this Section
8.02(e) shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such




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Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this
Declaration and the Preferred Securities, as permitted by the Trust Indenture Act.




          Section 8.03 Certain Rights of Property Trustee




          (a) Subject to the provisions of Section 8.01:





          (i) the Property Trustee may conclusively rely and shall be fully protected in acting
or refraining from acting in good faith upon any resolution, Opinion of Counsel,
certificate, written representation of a Holder or transferee, certificate of auditors or
any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, appraisal, bond, Note, note, other evidence of indebtedness or other paper or
document (whether in its original or facsimile form) reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties;




          (ii) if no Event of Default has occurred and is continuing and, (i) in performing its
duties under this Declaration the Property Trustee is required to decide between alternative
courses of action or (ii) in construing any of the provisions in this Declaration the
Property Trustee finds the same ambiguous or inconsistent with any other provisions
contained herein or (iii) the Property Trustee is unsure of the application of any provision
of this Declaration, then, except as to any matter as to which the Holders of Preferred
Securities are entitled to vote under the terms of this Declaration, the Property Trustee
shall deliver a notice to the Sponsor requesting written instructions of the Sponsor as to
the course of action to be taken and the Property Trustee shall take such action, or refrain
from taking such action, as the Property Trustee shall be instructed in writing to take, or
to refrain from taking, by the Sponsor; provided, however, that if the Property Trustee does
not receive such instructions of the Sponsor within ten Business Days after it has delivered
such notice, or such reasonably shorter period of time set forth in such notice (which to
the extent practicable shall not be less than two Business Days), it may, but shall be under
no duty to, take or refrain from taking such action not inconsistent with this Declaration
as it shall deem necessary, in which event the Property Trustee shall have no liability
except for its own bad faith, negligence or willful misconduct;




          (iii) any direction or act of the Sponsor or the Administrative Trustees contemplated
by this Declaration shall be sufficiently evidenced by an Officers’ Certificate;




          (iv) whenever in the administration of this Declaration, the Property Trustee shall
deem it desirable that a matter be established before undertaking, suffering or omitting any
action hereunder, the Property Trustee (unless other evidence is herein specifically
prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon
an Officers’ Certificate and an Opinion of Counsel which, upon receipt of such request,
shall be promptly delivered by the Sponsor or the Administrative Trustees;



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          (v) the Property Trustee shall have no duty to accomplish any recording, filing or
registration of any instrument (including any financing or continuation statement or any
filing under tax or securities laws) or any rerecording, refiling or reregistration thereof;




          (vi) the Property Trustee may consult with counsel of its selection (which counsel may
be counsel to the Sponsor or any of its Affiliates, and may include any of its employees)
and the advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon and in accordance with such advice; and the
Property Trustee shall have the right at any time, upon prior notice to the Sponsor, to seek
instructions concerning the administration of this Declaration from any court of competent
jurisdiction;




          (vii) the Property Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Declaration at the request or direction of any of the
Securityholders pursuant to this Declaration, unless such Securityholders shall have offered
to the Property Trustee reasonable security or indemnity satisfactory to it against the
costs, expenses and liabilities which might be incurred by it in compliance with such
request or direction;




          (viii) the Property Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolutions, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond, Note, note or other evidence of
indebtedness or other paper or document, unless requested in writing to do so by Holders of
record of 25% or more of the Preferred Securities (based upon their Liquidation Amount), but
the Property Trustee may make such further inquiry or investigation into such facts or
matters as it may see fit at the expense of the Sponsor and shall incur no liability of any
kind by reason of such inquiry or investigation;




          (ix) the Property Trustee may execute any of its rights or powers hereunder or perform
any duties hereunder either directly or by or through its agents or attorneys or an
Affiliate, and shall not be responsible for the negligence, misconduct or bad faith with
respect to the actions or inaction of any agent or attorney appointed with due care by it
hereunder;




          (x) whenever in the administration of this Declaration the Property Trustee shall deem
it desirable to receive instructions with respect to enforcing any remedy or right or taking
any other action hereunder, the Property Trustee (A) may request instructions from the
Holders of the Trust Securities, which instructions may only be given by the Holders of the
same proportion in Liquidation Amount of the Trust Securities as would be entitled to direct
the Property Trustee under the terms of the Trust Securities in respect of such remedy,
right or action, (B) may refrain from enforcing such remedy or right or taking such other
action until such instructions are received, and (C) shall be protected in acting in
accordance with such instructions; and



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          (xi) except as otherwise expressly provided by this Declaration, the Property Trustee
shall not be under any obligation to take any action that is discretionary under the
provisions of this Declaration.



          (b) No provision of this Declaration shall be deemed to impose any duty or obligation on the
Property Trustee to perform any act or acts or exercise any right, power, duty or obligation
conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the
Property Trustee shall be unqualified or incompetent in accordance with applicable law, to perform
any such act or acts, or to exercise any such right, power, duty or obligation. No permissive power
or authority available to the Property Trustee shall be construed to be a duty.




          Section 8.04 Not Responsible for Recitals or Issuance of Securities




          The recitals contained herein and in the Trust Securities Certificates shall not be taken as
the statements of the Trustees, and the Trustees do not assume any responsibility for their
correctness. The Trustees shall not be accountable for the use or application by the Sponsor of the
proceeds of the Notes.




          Section 8.05 May Hold Securities




          Except as provided in the definition of the term “Outstanding” in Article I, any Trustee or
any other agent of any Trustee or the Trust, in its individual or any other capacity, may become
the owner or pledgee of Trust Securities and, subject to Section 8.08 and 8.12, may otherwise deal
with the Trust with the same rights it would have if it were not a Trustee or such other agent.




          Section 8.06 Compensation; Indemnity; Fees




          The Sponsor agrees:





     (a) to pay the Trustees from time to time such compensation for all services rendered
by them hereunder as the parties shall agree from time to time in writing (which
compensation shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);




     (b) except as otherwise expressly provided herein, to reimburse the Trustees upon
request for all reasonable expenses, disbursements and advances incurred or made by the
Trustees in accordance with any provision of this Declaration (including the reasonable
compensation and the expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance determined by a court of competent jurisdiction to have
been caused by its own negligence or willful misconduct; and




     (c) to the fullest extent permitted by applicable law, to fully indemnify and hold
harmless (i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any officer, director,
shareholder, employee, representative or agent of any Trustee, and (iv) any employee or
agent of the Trust or its Affiliates (referred to herein as an “Indemnified Person”) from
and against any and all loss, damage, liability, tax, penalty, expense (including legal fees
and expenses) or claim of any kind or nature whatsoever incurred by such Indemnified



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Person by reason of the creation, administration, operation or termination of the Trust
or any act or omission performed or omitted by such Indemnified Person in good faith on
behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within
the scope of authority conferred on such Indemnified Person by this Declaration, including
the costs and expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except that no
Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or
claim determined by a court of competent jurisdiction to have been caused by such
Indemnified Person’s own negligence or willful misconduct with respect to such acts or
omissions (or, in the case of the Administrative Trustees and the Delaware Trustee, any such
loss, damage or claim as may be attributable to its, his or her gross negligence or willful
misconduct), and the Trustees’ right to compensation, reimbursement for its costs and
expenses and indemnification shall survive its resignation or removal and the termination of
this Declaration.




     (d) No Trustee may claim any lien or charge on any Trust Property as a result of any
amount due pursuant to this Section 8.06.



          Section 8.07 Property Trustee Required; Eligibility of Trustees




          (a) There shall at all times be a Property Trustee hereunder with respect to the Trust
Securities. The Property Trustee shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such, shall not be an Affiliate of the Sponsor and shall have a combined
capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at
least annually, pursuant to law or to the requirements of its supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Property Trustee with respect to the Trust Securities 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.




          (b) There shall at all times be one or more Administrative Trustees hereunder with respect to
the Trust Securities. Each Administrative Trustee shall be either a natural person who is at least
21 years of age or a legal entity that shall act through one or more persons authorized to bind
that entity.




          (c) There shall at all times be a Delaware Trustee with respect to the Trust Securities. The
Delaware Trustee shall be either (i) a natural person who is at least 21 years of age and a
resident of the State of Delaware or (ii) a legal entity with its principal place of business in
the State of Delaware and that otherwise meets the requirements of applicable Delaware law that
shall act through one or more persons authorized to bind such entity.




          Section 8.08 Conflicting Interests; Guarantee Described




          (a) If the Property Trustee has or shall acquire a conflicting interest within the meaning of
the Trust Indenture Act, the Property Trustee shall either eliminate such interest or




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resign, to the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Declaration.




          (b) The Guarantee shall be deemed to be specifically described in this Declaration for
purposes of clause (i) of the first provision contained in Section 310(b) of the Trust Indenture
Act.




          Section 8.09 Resignation and Removal; Appointment of Successor




          (a) Subject to Sections 8.09(b) and 8.09(c), any Trustee (the “Relevant Trustee”) may be
appointed or removed without cause at any time:





          (i) until the issuance of any Trust Securities, by written instrument executed by the
Sponsor; and




          (ii) after the issuance of any Trust Securities, by vote of the Holders of a majority
in Liquidation Amount of the Common Securities voting as a class.



          (b) The Trustee that acts as Property Trustee shall not be removed in accordance with Section
8.09(a) until a successor possessing the qualifications to act as a Property Trustee under Section
8.07 (a “Successor Property Trustee”) has been appointed and has accepted such appointment by
instrument executed by such Successor Property Trustee and delivered to the Trust, the Sponsor and
the removed Property Trustee.




          (c) The Trustee that acts as Delaware Trustee shall not be removed in accordance with Section
8.09(a) until a successor possessing the qualifications to act as Delaware Trustee under Section
8.07 (a “Successor Delaware Trustee”) has been appointed and has accepted such appointment by
instrument executed by such Successor Delaware Trustee and delivered to the Trust, the Sponsor and
the removed Delaware Trustee.




          (d) A Trustee appointed to office shall hold office until his, her or its successor shall have
been appointed or until his, her or its death, removal, resignation, dissolution or liquidation.
Any Trustee may resign from office (without need for prior or subsequent accounting) by an
instrument in writing signed by the Trustee and delivered to the Sponsor and the Trust, which
resignation shall take effect upon such delivery or upon such later date as is specified therein;
provided, however, that:





          (i) No such resignation of the Trustee that acts as the Property Trustee shall be
effective:




          (A) until a Successor Property Trustee has been appointed and has accepted such
appointment by instrument executed by such Successor Property Trustee and delivered
to the Trust, the Sponsor and the resigning Property Trustee; or




          (B) until the assets of the Trust have been completely liquidated and the
proceeds thereof distributed to the Holders of the Trust Securities; and



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          (ii) no such resignation of the Trustee that acts as the Delaware Trustee shall be
effective until a Successor Delaware Trustee has been appointed and has accepted such
appointment by instrument executed by such Successor Delaware Trustee and delivered to the
Trust, the Sponsor and the resigning Delaware Trustee.



          (e) The Holders of the Common Securities shall use their best efforts promptly to appoint a
Successor Property Trustee or Successor Delaware Trustee, as the case may be, if the Property
Trustee or the Delaware Trustee delivers an instrument of resignation in accordance with Section
8.09(d).




          (f) If no Successor Property Trustee or Successor Delaware Trustee shall have been appointed
and accepted appointment as provided in this Section 8.09 and Section 8.10 within 60 days after
delivery pursuant to this Section 8.09 of an instrument of resignation or removal, the Property
Trustee or Delaware Trustee resigning or being removed, as applicable, may petition, at the expense
of the Sponsor, any court of competent jurisdiction for appointment of a Successor Property Trustee
or Successor Delaware Trustee. Such court may thereupon, after prescribing such notice, if any, as
it may deem proper, appoint a Successor Property Trustee or Successor Delaware Trustee, as the case
may be.




          (g) No Property Trustee or Delaware Trustee shall be liable for the acts or omissions to act
of any Successor Property Trustee or Successor Delaware Trustee, as the case may be.




          (h) The Property Trustee shall give notice of each resignation and each removal of a Trustee
and each appointment of a Successor Trustee to all Securityholders in the manner provided in
Section 10.08 and shall give notice to the Sponsor. Each notice shall include the name of the
Successor Trustee and the address of its Corporate Trust Office if it is the Successor Property
Trustee.




          (i) Notwithstanding the foregoing or any other provision of this Declaration, in the event any
Administrative Trustee or a Delaware Trustee who is a natural person dies or becomes, solely in the
opinion of the Sponsor, incompetent or incapacitated, the vacancy created by such death,
incompetence or incapacity may be filled by (i) the unanimous act of the remaining Administrative
Trustees if there are at least two of them or (ii) otherwise by the Sponsor (with the successor in
each case being a Person who satisfies the eligibility requirement for Administrative Trustees or
the Delaware Trustee, as the case may be, set forth in Section 8.07).




          (j) The indemnity provided to a Trustee under Section 8.06 shall survive any Trustee’s
resignation or removal and the termination of this Declaration.




          Section 8.10 Acceptance of Appointment by Successor




          (a) In case of the appointment hereunder of a Successor Trustee, such Successor Trustee so
appointed shall execute, acknowledge and deliver to the Trust, the Sponsor and to the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers and




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duties of the retiring Trustee; but, on the request of the Sponsor, the Trust or the Successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such Successor Trustee all the rights and powers of the retiring Trustee
and if the Property Trustee is the resigning Trustee shall duly assign, transfer and deliver to the
Successor Trustee all property and money held by such retiring Property Trustee hereunder.




          (b) Upon request of the Sponsor, such Successor Trustee and the retiring Trustee shall execute
and deliver an amendment hereto which shall contain such provisions as shall be necessary or
desirable to confirm the vesting in (and, if applicable, transfer to) such Successor Trustee of all
the rights, powers and duties of the retiring Trustee pursuant to (a) above.




          (c) Upon request of any such Successor Trustee, the Trust shall execute any and all
instruments for more fully and certainly vesting in and confirming to such Successor Trustee all
such rights and powers referred to in Sections 8.10(a) or 8.10(b), as the case may be.




          (d) No Successor Trustee shall accept its appointment unless at the time of such acceptance
such Successor Trustee shall be qualified and eligible under this Article.




          Section 8.11 Merger, Conversion, Consolidation or Succession to Business




          Any Person into which the Property Trustee, the Delaware Trustee or any Administrative Trustee
that is not a natural person may be merged or converted or with which it may be consolidated, or
any Person resulting from any merger, conversion or consolidation to which such Relevant Trustee
shall be a party, or any Person succeeding to all or substantially all the corporate trust business
of such Relevant Trustee, shall be the successor of such Relevant Trustee hereunder, provided such
Person shall be otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties hereto.




          Section 8.12 Preferential Collection of Claims Against Sponsor or Trust




          If and when the Property Trustee shall be or become a creditor of the Sponsor or the Trust (or
any other obligor upon the Notes or the Trust Securities), the Property Trustee shall be subject to
and shall take all actions necessary in order to comply with the provisions of the Trust Indenture
Act regarding the collection of claims against the Sponsor or Trust (or any such other obligor).




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          Section 8.13 Reports by Property Trustee




          (a) To the extent required by the Trust Indenture Act, within 60 days after [     ] of
each year commencing with [     ],                      the Property Trustee shall transmit to all
Securityholders in accordance with Section 10.08 and to the Sponsor, a brief report dated as of
such [     ] with respect to:





          (i) its eligibility under Section 8.07 or, in lieu thereof, if to the best of its
knowledge it has continued to be eligible under said Section, a written statement to such
effect;




          (ii) a statement that the Property Trustee has complied with all of its obligations
under this Declaration during the twelve-month period (or, in the case of the initial
report, the period since the first Closing Date) ending with such [   ] or, if the Property
Trustee has not complied in any material respects with such obligations, a description of
such noncompliance; and




          (iii) any change in the property and funds in its possession as Property Trustee since
the date of its last report and any action taken by the Property Trustee in the performance
of its duties hereunder which it has not previously reported and which in its opinion
materially affects the Trust Securities.



          (b) In addition, the Property Trustee shall transmit to Securityholders such reports
concerning the Property Trustee and its actions under this Declaration as may be required pursuant
to the Trust Indenture Act at the times and in the manner provided pursuant thereto.




          (c) A copy of such report shall, at the time of such transmissions to Holders, be filed by the
Property Trustee with each national securities exchange or self-regulatory organization upon which
the Trust Securities are listed, with the Commission and with the Sponsor.




          Section 8.14 Reports to the Property Trustee




          The Sponsor and the Administrative Trustees on behalf of the Trust shall provide to the
Property Trustee such documents, reports and information as required by Section 314 of the Trust
Indenture Act (if any) and the compliance certificate required by Section 314(a) of the Trust
Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act. Delivery of such reports, information and documents to the Property Trustee is for
informational purposes only and the Property Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from information contained
therein, including the Sponsor’s compliance with any of its covenants hereunder (as to which the
Property Trustee is entitled to rely exclusively on Officers’ Certificates).




          Section 8.15 Evidence of Compliance with Conditions Precedent




          Each of the Sponsor and the Administrative Trustees on behalf of the Trust shall provide to
the Property Trustee such evidence of compliance with any conditions precedent, if




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any, provided for in this Declaration that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer
pursuant to Section 314(c)(1) of the Trust Indenture Act shall be given in the form of an Officers’
Certificate.




          Section 8.16 Number of Trustees




          (a) The number of Trustees shall be [four], provided that the Holder of all of the Common
Securities by written instrument may increase or decrease the number of Administrative Trustees.
The Property Trustee and the Delaware Trustee may be the same Person.




          (b) If a Trustee ceases to hold office for any reason and the number of Administrative
Trustees is not reduced pursuant to Section 8.16(a), or if the number of Trustees is increased
pursuant to Section 8.16(a), a vacancy shall occur. The vacancy shall be filled by a Successor
Trustee appointed in accordance with Section 8.09 and/or Section 8.18, as applicable.




          (c) The death, resignation, retirement, removal, bankruptcy, incompetence or incapacity to
perform the duties of a Trustee shall not operate to annul the Trust.




          Section 8.17 Delegation of Power




          (a) Any Administrative Trustee may, by power of attorney consistent with applicable law,
delegate to any other natural person over the age of 21 his or her power for the purpose of
executing any documents contemplated in Section 2.07(a), including any registration statement or
amendment thereof filed with the Commission, or making any other governmental filing.




          (b) The Administrative Trustees shall have power to delegate from time to time to such of
their number or to the Sponsor the doing of such things and the execution of such instruments
either in the name of the Trust or the names of the Administrative Trustees or otherwise as the
Administrative Trustees may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of the Trust, as set forth herein.




          Section 8.18 Appointment of Administrative Trustees




          (a) The Administrative Trustees shall initially be [   ], an individual, and [   ], an
individual. Without limiting the provisions of Section 8.09 relating to the appointment of
Administrative Trustees, if at any time there is no Administrative Trustee and no Administrative
Trustee shall have been appointed pursuant to the provisions of Section 8.09 within 60 Business
Days, the Property Trustee or any Holder who has been a Holder of Trust Securities for at least six
months may petition any court of competent jurisdiction for the appointment of one or more
Administrative Trustees.




          (b) Whenever a vacancy in the number of Administrative Trustees shall occur, until such
vacancy is filled by the appointment of an Administrative Trustee in accordance with this Section
8.18 or Section 8.09, the Administrative Trustees in office, regardless of their number (and
notwithstanding any other provision of this Agreement), shall have all the powers




- 50 -









 




granted to the Administrative Trustees and shall discharge all the duties imposed upon the
Administrative Trustees by this Declaration.




          (c) Notwithstanding the foregoing or any other provision of this Declaration, if any
Administrative Trustee who is a natural person dies or becomes, in the opinion of the Holders of a
majority in Liquidation Amount of the Common Securities, incompetent or incapacitated, the vacancy
created by such death, incompetence or incapacity may be filled by the unanimous act of the
remaining Administrative Trustees, if there were at least two of them prior to such vacancy, and by
the Sponsor, if there were not two such Administrative Trustees immediately prior to such vacancy
(with the successor being a Person who satisfies the eligibility requirement for Administrative
Trustees set forth in Section 8.07).




          Section 8.19 Administrative Trustee Meetings




          Meetings of the Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may be held at a time and
place fixed by resolution of the Administrative Trustees. Notice of any in-person meetings of the
Administrative Trustees shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 48 hours before such meeting.
Notice of any telephonic meetings of the Administrative Trustees or any committee thereof shall be
hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by
overnight courier) not less than 24 hours before a meeting. Notices shall contain a brief
statement of the time, place and anticipated purposes of the meeting. The presence (whether in
person or by telephone) of an Administrative Trustee at a meeting shall constitute a waiver of
notice of such meeting except where a Administrative Trustee attends a meeting for the express
purpose of objecting to the transaction of any activity on the ground that the meeting has not been
lawfully called or convened. Unless provided otherwise in this Declaration, any action of the
Administrative Trustees may be taken at a meeting by vote of a majority of the Administrative
Trustees present (whether in person or by telephone) and eligible to vote with respect to such
matter, provided that a quorum is present, or may be taken without a meeting and without prior
notice if a consent in writing setting forth the action so taken is signed by Administrative
Trustees having not less than the minimum number of votes that would be necessary to authorize or
take that action at a meeting at which all Administrative Trustees entitled to vote on that action
were present and voted. A majority of the Administrative Trustees or, if there are only one or two
Administrative Trustees, all of the Administrative Trustees shall constitute a quorum. In the
event there is only one Administrative Trustee, any and all action of such Administrative Trustee
shall be evidenced by a written consent of such Administrative Trustee.




          Section 8.20 Outside Businesses




          Any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee may engage in
or possess an interest in other business ventures of any nature or description, independently or
with others, similar or dissimilar to the business of the Trust, and the Trust and the Holders of
Trust Securities shall have no rights by virtue of this Declaration in and to such independent
ventures or the income or profits derived therefrom and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or




- 51 -









 




improper. No Covered Person, the Sponsor, the Delaware Trustee, or the Property Trustee shall
be obligated to present any particular investment or other opportunity to the Trust even if such
opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any
Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have the right to
take for its own account (individually or as a partner or fiduciary) or to recommend to others any
such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the
Property Trustee may engage or be interested in any financial or other transaction with the Sponsor
or any Affiliate of the Sponsor, or may act as a depositary or trustee or agent for, or act on any
committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.




ARTICLE IX




TERMINATION, LIQUIDATION AND MERGER




          Section 9.01 Dissolution upon Expiration Date




          Unless earlier dissolved, the Trust shall automatically dissolve on [   ] (the “Expiration
Date”).




          Section 9.02 Early Termination




          The Trust shall dissolve upon the first to occur of any of the following events (each an
“Early Termination Event”):





     (a) the occurrence of a Bankruptcy Event in respect of, or the dissolution or
liquidation of, the Sponsor;




     (b) receipt by the Property Trustee of written notice from the Sponsor at any time
(which notice is optional and wholly within the discretion of the Sponsor) of its intention
to dissolve the Trust and distribute the Notes in exchange for the Trust Securities;




     (c) the redemption or exchange of all of the Trust Securities; and




     (d) an order for dissolution of the Trust shall have been entered by a court of
competent jurisdiction.



          Section 9.03 Termination




          The respective obligations and responsibilities of the Trustees and the Trust continued hereby
shall terminate upon the latest to occur of the following:




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     (a) the distribution by the Property Trustee to Securityholders upon the liquidation of
the Trust pursuant to Section 9.04, or upon the redemption of all of the Trust Securities
pursuant to Section 4.02, of all amounts required to be distributed hereunder upon the final
payment of the Trust Securities;




     (b) the payment of all expenses owed by the Trust;




     (c) the discharge of all administrative duties of the Administrative Trustees,
including the performance of any tax reporting obligations with respect to the Trust or the
Securityholders; and




     (d) the filing of a certificate of cancellation canceling the Trust’s certificate of
trust with the Secretary of State of the State of Delaware.



          Section 9.04 Liquidation




          (a) If an Early Termination Event specified in clause (a), (b) or (d) of Section 9.02 occurs
or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the
Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors
of the Trust as provided by applicable law, to each applicable Securityholder an aggregate
principal amount of Notes equal to the aggregate Liquidation Amount of Trust Securities held by
such Holder, subject to Section 9.04(d). Notice of liquidation shall be given by the Property
Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior
to the Liquidation Date to each Holder of Trust Securities at such Holder’s address as it appears
in the Security Register or the most recent list provided to the Property Trustee. All notices of
liquidation shall:





          (i) state the Liquidation Date;




          (ii) state that, from and after the Liquidation Date, the Trust Securities will no
longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for
exchange will be deemed to represent an aggregate principal amount of Notes equal to the
aggregate Liquidation Amount of Trust Securities held by such Holder; and




          (iii) provide such information with respect to the mechanics by which Holders may
exchange Trust Securities Certificates for Notes, or, if Section 9.04(d) applies, receive a
Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem
appropriate.



          (b) Except where Section 9.02(c) or 9.04(d) applies, in order to effect the liquidation of the
Trust and distribution of the Notes to Securityholders, the Property Trustee shall establish a
record date for such distribution (which shall be not more than 45 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the appointment of a separate exchange
agent, shall establish such procedures as it shall deem appropriate to effect the distribution of
Notes in exchange for the Outstanding Trust Securities.




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          (c) Except where Section 9.02(c) or 9.04(d) applies, after the Liquidation Date, (i) the Trust
Securities will no longer be deemed to be Outstanding, (ii) the Clearing Agency or its nominee, as
the record Holder of such Preferred Securities, will receive a registered global certificate or
certificates representing the Notes to be delivered upon such distribution, (iii) any Preferred
Securities Certificates not held by the Clearing Agency will be deemed to represent an aggregate
principal amount of Notes equal to the aggregate Liquidation Amount of Preferred Securities held by
such other Holders, and bearing accrued and unpaid interest in an amount equal to the accrued and
unpaid Distributions on such Preferred Securities until such Preferred Securities Certificates are
presented to the Security Registrar for transfer or reissuance, (iv) certificates representing a
Like Amount of Notes will be issued to the Sponsor upon surrender of all Common Securities
Certificates to the Security Registrar for exchange, and (v) all rights of Securityholders holding
Trust Securities will cease, except the right of such Securityholders to receive Notes upon
surrender of Trust Securities Certificates.




          (d) If, notwithstanding the other provisions of this Section 9.04, whether because of an order
for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the
Notes in the manner provided herein is determined by the Property Trustee not to be practicable,
the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-up or terminated,
by the Property Trustee in such manner as the Property Trustee determines. In such event, on the
date of the dissolution of the Trust, Securityholders will be entitled to receive out of the assets
of the Trust available for distribution to Securityholders, after satisfaction of liabilities to
creditors of the Trust as provided by applicable law, an amount equal to the Liquidation Amount per
Trust Security plus accrued and unpaid Distributions thereon to the date of payment (such amount
being the “Liquidation Distribution”). If, upon any such dissolution, the Liquidation Distribution
can be paid only in part because the Trust has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts
payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon
Liquidation Amounts). The Holder of the Common Securities will be entitled to receive Liquidation
Distributions upon any such dissolution, winding-up or termination pro rata (determined as
aforesaid) with Holders of Preferred Securities, except that, if a Note Event of Default has
occurred and is continuing, the Preferred Securities shall have a priority over the Common
Securities.




          Section 9.05 Mergers, Consolidations, Amalgamations or Replacements of the Trust




          The Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey,
transfer or lease its properties and assets substantially as an entirety to any corporation or
other Person, except pursuant to this Section 9.05. At the request of the Sponsor, with the
consent of the Administrative Trustees and without the consent of the Property Trustee, the
Delaware Trustee or the Holders of the Preferred Securities, the Trust may merge with or into,
consolidate, amalgamate, be replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to a trust organized as such under the laws of any state; provided,
that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust
with respect to the Trust Securities or (b) substitutes for the Preferred Securities other
securities having substantially the same terms as the Preferred Securities (the “Successor
Securities”) so long as the Successor Securities rank the same as the Preferred Securities rank in




- 54 -









 




priority with respect to Distributions and payments upon liquidation, redemption and
otherwise, (ii) the Sponsor expressly appoints a trustee of such successor entity, possessing the
same powers and duties as the Property Trustee, as the holder of the Notes, (iii) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the
Preferred Securities (including any Successor Securities) to be downgraded by any nationally
recognized statistical rating organization, (iv) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and
privileges of the Holders of the Preferred Securities (including any Successor Securities) in any
material respect, (v) such successor entity has a purpose identical to that of the Trust, (vi)
prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease the
Sponsor has received an Opinion of Counsel to the effect that (a) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the Holders of the Preferred Securities (including any Successor
Securities) in any material respect (other than with respect to any dilution of the Holder’s
interest in the new entity) and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease neither the Trust nor such successor entity will be
required to register as an “investment company” under the 1940 Act and (vii) the Sponsor or any
permitted successor or assignee owns all of the Common Securities of such successor entity and
guarantees the obligations of such successor entity under the Successor Securities at least to the
extent provided by the Guarantee. Notwithstanding the foregoing, the Trust shall not, except with
the consent of Holders of 100% in aggregate Liquidation Amount of the Preferred Securities,
consolidate, amalgamate, merge with or into, be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to any other entity or permit any other entity
to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation,
merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to
be classified as other than a grantor trust for United States federal income tax purposes.




ARTICLE X




MISCELLANEOUS PROVISIONS




          Section 10.01 Limitation of Rights of Securityholders




          The death or incapacity of any person having an interest, beneficial or otherwise, in Trust
Securities shall not operate to terminate this Declaration or the Trust, nor, to the fullest extent
permitted by law, entitle the legal representatives or heirs of such person or any Securityholder
for such person to claim an accounting, take any action or bring any proceeding in any court for a
partition or winding-up of the arrangements contemplated hereby, or otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.




          Section 10.02 Amendment




          (a) This Declaration may be amended from time to time by the Trustees and the Sponsor, without
the consent of any Securityholders, (i) to cure any ambiguity, correct or supplement any provision
herein that may be inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Declaration, which shall not be
inconsistent with the other provisions of this Declaration, (ii) to modify,




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eliminate or add to any provisions of this Declaration to such extent as shall be necessary to
ensure that the Trust will be classified for United States federal income tax purposes as a grantor
trust at all times that any Trust Securities are Outstanding or to ensure that the Trust will not
be required to register as an “investment company” under the 1940 Act or (iii) to maintain the
qualification of this Declaration under the Trust Indenture Act; provided, however, that in the
case of clause (i), such action shall not adversely affect in any material respect the interests of
any Securityholder, and, in the case of any of the foregoing, any amendments of this Declaration
shall become effective when notice thereof is given to the Securityholders.




          (b) Except as provided in Section 10.02(c) hereof, any provision of this Declaration may be
amended by the Trustees and the Sponsor with (i) the consent of Holders representing not less than
a majority (based upon Liquidation Amounts) of the Trust Securities then Outstanding, acting as a
single class, and (ii) receipt by the Trustees of an Opinion of Counsel to the effect that such
amendment or the exercise of any power granted to the Trustees in accordance with such amendment
will not affect the Trust’s status as a grantor trust for United States federal income tax purposes
or the Trust’s exemption from the status of an “investment company” under the 1940 Act, provided,
however, if any amendment or proposal that would adversely affect only the Preferred Securities or
only the Common Securities, then only the affected class will be entitled to vote on such amendment
or proposal and such amendment or proposal shall not be effective except with the approval of a
majority in Liquidation Amount of such class of Trust Securities.




          (c) In addition to and notwithstanding any other provision in this Declaration, without the
consent of each affected Securityholder (such consent being obtained in accordance with Section
6.03 or 6.06 hereof), this Declaration may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of any Distribution
required to be made in respect of the Trust Securities as of a specified date or (ii) restrict the
right of a Securityholder to institute suit for the enforcement of any such payment on or after
such date. Notwithstanding any other provision herein, without the unanimous consent of the
Securityholders (such consent being obtained in accordance with Section 6.03 or 6.06 hereof), this
paragraph (c) of this Section 10.02 may not be amended.




          (d) Notwithstanding any other provisions of this Declaration, no Trustee shall enter into or
consent to any amendment to this Declaration which would cause the Trust to fail or cease to
qualify for the exemption from the status of an “investment company” under the 1940 Act or be
classified as other than a grantor trust for United States federal income tax purposes.




          (e) Notwithstanding anything in this Declaration to the contrary, without the consent of the
Sponsor, this Declaration may not be amended in a manner which imposes any additional obligation on
the Sponsor.




          (f) If any amendment to this Declaration is made, the Administrative Trustees shall promptly
provide to the Sponsor a copy of such amendment.




          (g) Neither the Property Trustee nor the Delaware Trustee shall be required to enter into any
amendment to this Declaration which affects its own rights, duties or immunities under this
Declaration. The Property Trustee shall be provided with an Opinion of Counsel and




- 56 -









 




an Officers’ Certificate stating that any amendment to this Declaration is in compliance with
this Declaration and does not violate Section 10.02(d) hereof.




          Section 10.03 Separability




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




          Section 10.04 Governing Law




          THIS DECLARATION AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED
BY SUCH LAWS [WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS OF THE STATE OF DELAWARE OR ANY
OTHER JURISDICTION THAT WOULD CALL FOR THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN
THE STATE OF DELAWARE]; PROVIDED, HOWEVER, THAT THERE SHALL NOT BE APPLICABLE TO THE PARTIES
HEREUNDER OR THIS DECLARATION ANY PROVISION OF THE LAWS (STATUTORY OR COMMON) OF THE STATE OF
DELAWARE PERTAINING TO TRUSTS THAT RELATE TO OR REGULATE, IN A MANNER INCONSISTENT WITH THE TERMS
HEREOF (A) THE FILING WITH ANY COURT OR GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS OR
SCHEDULES OF TRUSTEE FEES AND CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR TRUSTEES,
OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (C) THE NECESSITY FOR OBTAINING COURT OR OTHER
GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF REAL OR PERSONAL
PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (E)
THE ALLOCATION OF RECEIPTS AND EXPENDITURES TO INCOME OR PRINCIPAL, (F) RESTRICTIONS OR LIMITATIONS
ON THE PERMISSIBLE NATURE, AMOUNT OR CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO
THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS OR (G) THE ESTABLISHMENT
OF FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITY OR LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES
THAT ARE INCONSISTENT WITH THE LIMITATIONS OR LIABILITIES OR AUTHORITIES AND POWERS OF THE TRUSTEES
HEREUNDER AS SET FORTH OR REFERENCED IN THIS DECLARATION. SECTIONS 3540 AND 3561 OF TITLE 12 OF
THE DELAWARE CODE SHALL NOT APPLY TO THE TRUST. THE PARTIES HERETO AND ANY PERSON ACQUIRING ANY
TRUST SECURITIES CERTIFICATE HEREBY CONSENT TO (i) THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF
THE STATE OF DELAWARE AND (ii) SERVICE OF PROCESS IN ACCORDANCE WITH SECTION 10.08 HEREOF.




          Section 10.05 Payments Due on Non-Business Day




          If the date fixed for any payment on any Trust Security shall be a day which is not a Business
Day, then such payment need not be made on such date but may be made on the next




- 57 -









 




succeeding day which is a Business Day, with the same force and effect as though made on the
date fixed for such payment, and no interest shall accrue thereon for the period after such date.




          Section 10.06 Successors




          This Declaration shall be binding upon and shall inure to the benefit of any successor to the
Sponsor, the Trust or the Relevant Trustee, including any successor by operation of law. Except in
connection with a consolidation, merger or sale involving the Sponsor that is permitted under
Article 8 of the Indenture and pursuant to which the assignee agrees in writing to perform the
Sponsor’s obligations hereunder, the Sponsor shall not assign its obligations hereunder.




          Section 10.07 Headings




          The Article and Section headings are for convenience only and shall not affect the
construction of this Declaration.




          Section 10.08 Reports, Notices and Demands




          (a) Any report, notice, demand or other communications which by any provision of this
Declaration is required or permitted to be given or served to or upon any Holder of Preferred
Securities or the Sponsor may be given or served in writing by deposit thereof, first-class postage
prepaid, in the United States mail, hand delivery or facsimile transmission, in each case,
addressed, (a) in the case of a Holder of Preferred Securities, to such Holder as such Holder’s
name and address may appear on the Security Register; and (b) in the case of the Sponsor, to
Odyssey Re Holdings Corp., 300 First Stamford Place, Stamford, CT 06902; Attention: Corporate
Secretary. Any notice to Holders of Preferred Securities shall also be given to such Owners as
have, within two years preceding the giving of such notice, filed their names and addresses with
the Property Trustee for that purpose. Such notice, demand or other communication to or upon a
Securityholder or the Sponsor shall be deemed to have been sufficiently given, or made, for all
purposes, upon hand delivery, mailing or transmission.




- 58 -









 








          (b) Any notice, demand or other communication which by any provision of this Declaration is
required or permitted to be given or served to or upon the Trust, the Property Trustee, the
Delaware Trustee or the Administrative Trustees shall be given in writing (which may be by
facsimile transmission) addressed (until another address is published by the Trust) as follows: (a)
with respect to the Trust, to OdysseyRe Capital Trust I c/o Odyssey Re Holdings Corp., 300 First
Stamford Place, Stamford, CT 06902; Attention: Corporate Secretary, (b) with respect to the
Property Trustee, to The Bank of New York Mellon, 101 Barclay Street, Floor 21W, New York, New York
10286, Attention: Corporate Trust Trustee Administration, (c) with respect to the Delaware Trustee,
to BNY Mellon Trust of Delaware, [     ], Attention: [   ], with a copy of any such notice to
the Property Trustee at its address above, and (d) with respect to the Administrative Trustees, to
them at the address for notices to the Sponsor, marked “Attention: Corporate Secretary.” Such
notice, demand or other communication to or upon the Trust or the Property Trustee shall be deemed
to have been sufficiently given or made only upon actual receipt of the writing by the Trust, the
Property Trustee, the Delaware Trustee or the Administrative Trustees.




          Section 10.09 Trust Indenture Act; Conflict with Trust Indenture Act




          (a) This Declaration is subject to the provisions of the Trust Indenture Act that are required
or deemed to be part of this Declaration and shall, to the extent applicable, be governed by such
provisions.




          (b) The Property Trustee shall be the only Trustee which is a trustee for the purposes of the
Trust Indenture Act.




          (c) If any provision hereof limits, qualifies or conflicts with another provision hereof which
is required or deemed to be included in this Declaration by any of the provisions of the Trust
Indenture Act, such required or deemed provision shall control. If any provision of this
Declaration modifies or excludes any provision of the Trust Indenture Act which may be so modified
or excluded, the latter provision shall be deemed to apply to this Declaration as so modified or to
be excluded, as the case may be.




          (d) The application of the Trust Indenture Act to this Declaration shall not affect the nature
of the Trust Securities as equity securities representing undivided beneficial interests in the
assets of the Trust.




          Section 10.10 Acceptance of Terms of Declaration, Guarantee and Indenture




          THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A
SECURITYHOLDER OR BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL
CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL
INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS DECLARATION AND THE
PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT
OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF




- 59 -









 




THIS DECLARATION SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS TO THE TRUST AND SUCH
SECURITYHOLDER AND SUCH OTHERS.




          Section 10.11 Counterparts




          This Declaration may contain more than one counterpart of the signature page and this
Declaration may be executed by the affixing of the signature of each of the Trustees to one of such
counterpart signature pages. All of such counterpart signature pages shall be read as though one,
and they shall have the same force and effect as though all of the signers had signed a single
signature page.




- 60 -









 




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




	 	 	 	 	 	 	 
	 	 	ODYSSEY RE HOLDINGS CORP.,

as Sponsor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON,

as Property Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	BNY MELLON TRUST OF DELAWARE, as Delaware Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[   ], as Administrative Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[   ], as Administrative Trustee	 	 






 









 





EXHIBIT A




FORM OF COMMON SECURITIES CERTIFICATE



THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED UNDER APPLICABLE LAW AND THE AMENDED AND
RESTATED DECLARATION OF TRUST




	 	 	 
	Certificate Number
	 	Number of Common Securities
	 	 	 
	                                        
	 	                                        






Certificate Evidencing Common Securities

of

OdysseyRe Capital Trust I

Common Securities

(liquidation amount $[   ] per Common Security)




          OdysseyRe Capital Trust I, a statutory trust formed under the laws of the State of Delaware
(the “Trust”), hereby certifies that Odyssey Re Holdings Corp. (the “Holder”) is the registered
owner of                      common securities of the Trust representing undivided beneficial interests in
the assets of the Trust (the “Common Securities”). In accordance with Section 5.10 of the
Declaration (as defined below), to the fullest extent permitted by law, the Common Securities are
not transferable and any attempted transfer hereof shall be void, other than a transfer to an
Affiliate of the Holder or a transfer to certain successors that are permitted by the Indenture to
succeed to the Holder’s ownership of the Common Securities. The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Common Securities are set forth in,
and this certificate and the Common Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated Declaration of Trust
of the Trust dated as of [   ], as the same may be amended from time to time (the “Declaration”),
including the designation of the terms of the Common Securities as set forth therein. Capitalized
terms used herein but not defined herein shall have the meaning given them in the Declaration. The
Trust will furnish a copy of the Declaration to the Holder without charge upon written request to
the Trust at its principal place of business or registered office.




          Upon receipt and acceptance of this certificate, the Holder is bound by the Declaration and is
entitled to the benefits thereunder.




          By acceptance the Holder agrees to treat, for United States federal income tax purposes, the
Notes as indebtedness of the Sponsor.




 









 








     IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has executed this
certificate on behalf of the Trust this ___day of                                         ,                     .



	 	 	 	 	 	 	 	 	 
	 	 	ODYSSEYRE CAPITAL TRUST I	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	As Administrative Trustee	 	 






- 2 -









 





EXHIBIT B




FORM OF PREFERRED SECURITIES CERTIFICATE




[FORM OF FACE OF PREFERRED SECURITIES CERTIFICATE]



[If this Preferred Securities Certificate is a Global Certificate, insert: THIS PREFERRED
SECURITIES CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE DECLARATION HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “CLEARING AGENCY”)
OR A NOMINEE OF THE CLEARING AGENCY. THIS PREFERRED SECURITIES CERTIFICATE IS EXCHANGEABLE FOR ONE
OR MORE PREFERRED SECURITIES CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
CLEARING AGENCY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND
NO TRANSFER OF THIS PREFERRED SECURITIES CERTIFICATE (OTHER THAN A TRANSFER OF THIS PREFERRED
SECURITIES CERTIFICATE AS A WHOLE BY THE CLEARING AGENCY TO A NOMINEE OF THE CLEARING AGENCY OR BY
A NOMINEE OF THE CLEARING AGENCY TO THE CLEARING AGENCY OR ANOTHER NOMINEE OF THE CLEARING AGENCY)
MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.



UNLESS THIS PREFERRED SECURITIES CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
CLEARING AGENCY TO ODYSSEYRE CAPITAL TRUST I OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY PREFERRED SECURITIES CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE CLEARING AGENCY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE CLEARING AGENCY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]




 









 





	 	 	 
	Certificate Number
	 	Number of Preferred Securities
	 	 	 
	                                        
	 	                                        






CUSIP No.                     




$                    




Certificate Evidencing Preferred Securities




of




OdysseyRe Capital Trust I

[   ]% Trust Preferred Securities

(liquidation amount $[   ] per Preferred Security)




          OdysseyRe Capital Trust I, a statutory trust formed under the laws of the State of Delaware
(the “Trust”), hereby certifies that Cede & Co. (the “Holder”) is the registered owner of                     
preferred securities of the Trust representing an undivided beneficial interest in the assets of
the Trust and designated the OdysseyRe Capital Trust I [   ]% Trust Preferred Securities
(liquidation amount $[   ] per Preferred Security) (the “Preferred Securities”). The Preferred
Securities are transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in proper form for
transfer as provided in Section 5.04 of the Declaration (as defined below). The designations,
rights, privileges, restrictions, preferences and other terms and provisions of the Preferred
Securities are set forth in, and this certificate and the Preferred Securities represented hereby
are issued and shall in all respects be subject to the terms and provisions of, the Amended and
Restated Declaration of Trust of the Trust dated as of [   ], as the same may be amended from time
to time (the “Declaration”), including the designation of the terms of Preferred Securities as set
forth therein. The Holder is entitled to the benefits of the Guarantee Agreement entered into by
Odyssey Re Holdings Corp., a Delaware corporation, and The Bank of New York Mellon, as Guarantee
Trustee, dated as of [   ] (the “Guarantee”), to the extent provided therein. The Trust will
furnish a copy of the Declaration and the Guarantee to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.




          Upon receipt and acceptance of this certificate, the Holder is bound by the Declaration and is
entitled to the benefits thereunder.




          By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the
Notes as indebtedness of the Sponsor.




 









 








          IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has executed this
certificate on behalf of the Trust this ___ day of                                         ,                     .




	 	 	 	 	 	 	 	 	 
	 	 	ODYSSEYRE CAPITAL TRUST I	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	As Administrative Trustee	 	 






          PROPERTY TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          This is one of the Preferred Securities referred to in the within-mentioned Declaration.




Dated:                     




	 	 	 	 	 
	 	The Bank of New York Mellon,

as Property Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




- 2 -









 





[FORM OF REVERSE OF PREFERRED SECURITIES CERTIFICATE]




ASSIGNMENT



FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred Securities Certificate to:




	 	 	 
	 


	 	 
	 


	 	 
	 


	 	 






(Insert assignee’s social security or tax identification number)




	 	 	 
	 


	 	 
	 


	 	 
	 


	 	 






(Insert address and zip code of assignee)



and irrevocably appoints




	 	 	 
	 


	 	 
	 


	 	 
	 


	 	 






agent to transfer this Preferred Securities Certificate on the books of the Trust. The agent may
substitute another to act for him or her.




Date:                                         




Signature:                                         




(Sign exactly as your name appears on the other side of this Preferred Securities Certificate)




Signature Guarantee:                                         



Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of
the Security Registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Security Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.




 









 





[If this Preferred Securities Certificate is a Global Certificate, insert:




SCHEDULE A




          The initial liquidation amount of this Global Certificate shall be $                    . The following
increases or decreases in the liquidation amount of this Global Certificate have been made:




	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	 	 	 	 	 
	 	 	increase in	 	 	 	 	 	 
	 	 	Liquidation	 	 	 	 	 	Signature of
	 	 	Amount of this	 	Amount of	 	Liquidation	 	authorized
	 	 	Global Certificate	 	decrease in	 	Amount of this	 	officer of
	 	 	[including upon	 	Liquidation	 	Global Certificate	 	Trustee or
	 	 	exercise of over —	 	Amount of this	 	following such	 	Securities
	Date Made	 	allotment option]	 	Global Certificate	 	decrease or increase	 	Custodian
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 





 - i -