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Indenture for the purpose of adding certain provisions or changing certain provisions of the Base Indenture or this Supplemental
Indenture No.1 without the consent of the holders of the Subordinated Notes. In addition to clauses (a)through (f)of Section8.01 of the
Base Indenture, the Company and the Trustee may enter into a supplemental indenture to modify the terms of the Subordinated Notes
(x)to cure any ambiguity or correct any inconsistency (
provided
that any amendment made solely to conform the provisions of this
Supplemental Indenture No.1 to the “Description of Notes” contained in the prospectus supplement related to the offering of the
Corporate Units of which the Subordinated Notes form a part shall not be deemed to adversely affect the interests of the holder of
Subordinated Notes) and (y)in connection with the Remarketing, in each case to be effective on and after the Purchase Contract
Settlement Date to provide for the Subordinated Notes to (i)rank senior, senior-subordinate or have any other ranking greater than the
ranking of the Subordinated Notes on the date of this Supplemental Indenture No.1; and (ii)mature at any time earlier than
November18, 2018,
provided
that the Subordinated Notes may not mature earlier than November18, 2010;
provided further
that in the
case of clause (y)(i) and clause (y)(ii) above, that notice of such modification of the terms must be provided to holders of the
Subordinated Notes prior to such time (which notice, if applicable, may be in the form of the prospectus used for the Remarketing of
the Subordinated Notes delivered to the holders of the Subordinated Notes). Furthermore, as provided in Section2.05(b)(2), following a
successful Remarketing, interest will be payable on a semi-annual basis.
ARTICLE VII
MISCELLANEOUS
Section7.01
Ratification of Indenture
. The Indenture, as supplemented by this Supplemental Indenture No.1, is in all respects ratified
and confirmed, and this Supplemental Indenture No.1 shall be deemed part of the Indenture in the manner and to the extent herein and
therein provided.
Section7.02
Trustee Not Responsible for Recitals
. The recitals herein contained are made by the Company and not by the Trustee, and
the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or
sufficiency of this Supplemental Indenture No.1.
Section7.03
New York Law To Govern
. THIS SUPPLEMENTAL INDENTURE NO. 1 AND EACH SUBORDINATED NOTE SHALL BE
DEEMED TO BE CONTRACTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE
CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT A DIFFERENT LAW WOULD GOVERN AS A RESULT.
Section7.04
Separability
. In case any one or more of the provisions contained in this Supplemental Indenture No.1 or in the
Subordinated Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, then, to the extent permitted by
law, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture No.1 or of the
Subordinated Notes, but this Supplemental
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