Preview | Junior Subordinated Indenture |

Table of Contents


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ARTICLE 1 DEFINITIONS

Section 1.1	Certain Terms Defined		1

ARTICLE 2 SECURITY FORMS

Section 2.1	Forms Generally		12
Section 2.2	Form of Trustee?s Certificate of Authentication		12
Section 2.3	Form of Trustee?s Certificate of Authentication by an Authenticating Agent		12
Section 2.4	Securities Issuable in the Form of Global Securities		13

ARTICLE 3 THE SECURITIES

Section 3.1	Amount Unlimited; Issuable in Series		14
Section 3.2	Form and Denominations		18
Section 3.3	Authentication, Dating and Delivery of Securities		18
Section 3.4	Execution of Securities		20
Section 3.5	Certificate of Authentication		21
Section 3.6	Registration, Registration of Transfer and Exchange		21
Section 3.7	Mutilated, Destroyed, Lost and Stolen Securities		22
Section 3.8	Payment of Interest and Certain Additional Amounts; Interest Rights and Certain Additional Amounts Preserved		23
Section 3.9	Cancellation of Securities; Destruction Thereof		24
Section 3.10	Temporary Securities		24
Section 3.11	Computation of Interest		25
Section 3.12	CUSIP Numbers		25
Section 3.13	Extension of Interest Payment Period		25
Section 3.14	Right of Set-Off		26
Section 3.15	Agreed Tax Treatment		26
Section 3.16	Extension of Stated Maturity; Adjustment of Stated Maturity Upon an Exchange		26

ARTICLE 4 COVENANTS OF THE COMPANY

Section 4.1	Payment of Securities		27
Section 4.2	Offices or Agency		27
Section 4.3	Money for Securities Payments to Be Held in Trust		27
Section 4.4	Additional Amounts		28
Section 4.5	Redemption for Tax Purposes		29
Section 4.6	Corporate Existence		30
Section 4.7	Waiver of Certain Covenants		30
Section 4.8	Certificates to Trustee		30
Section 4.9	Calculation of Original Issue Discount		30
Section 4.10	Additional Sums		30
Section 4.11	Payment of Expenses of Each Max Capital Trust		31
Section 4.12	Ownership of Common Securities		31


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ARTICLE 5 SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 5.1	Company to Furnish Trustee Information as to Names and Addresses of Securityholders		32
Section 5.2	Preservation and Disclosure of Securityholder Lists		32
Section 5.3	Reports by the Company		32
Section 5.4	Reports by the Trustee		33

ARTICLE 6 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

Section 6.1	Event of Default Defined; Acceleration of Maturity; Waiver of Default		33
Section 6.2	Collection of Indebtedness by Trustee; Trustee May Prove Debt		37
Section 6.3	Application of Proceeds		38
Section 6.4	Suits for Enforcement		39
Section 6.5	Restoration of Rights on Abandonment of Proceedings		39
Section 6.6	Limitations on Suits by Securityholders		39
Section 6.7	Unconditional Right of Securityholders to Institute Certain Suits		40
Section 6.8	Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default		41
Section 6.9	Control by Holders of Securities		41
Section 6.10	Waiver of Past Defaults		41
Section 6.11	Trustee to Give Notice of Default, But May Withhold in Certain Circumstances		42
Section 6.12	Right of Court to Require Filing of Undertaking to Pay Costs		42
Section 6.13	Waiver of Usury, Stay or Extension Laws		43
Section 6.14	Delay or Omission Not Waiver		43

ARTICLE 7 CONCERNING THE TRUSTEE

Section 7.1	Duties and Responsibilities of the Trustee; During Default; Prior to Default		43
Section 7.2	Certain Rights of the Trustee		44
Section 7.3	Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof		46
Section 7.4	Trustee and Agents May Hold Securities; Collections, etc		46
Section 7.5	Money Held by Trustee		46
Section 7.6	Compensation and Indemnification of Trustee and Its Prior Claim		46
Section 7.7	Right of Trustee to Rely on Officer?s Certificate, etc		47
Section 7.8	Qualification of Trustee; Conflicting Interests		47
Section 7.9	Persons Eligible for Appointment as Trustee		47
Section 7.10	Resignation and Removal; Appointment of Successor Trustee		48
Section 7.11	Acceptance of Appointment by Successor Trustee		49
Section 7.12	Merger, Conversion, Consolidation or Succession to Business of Trustee		50
Section 7.13	Preferential Collection of Claims Against the Company		50
Section 7.14	Authenticating Agent		50


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ARTICLE 8 CONCERNING THE HOLDERS OF SECURITIES

Section 8.1	Action by Holders		51
Section 8.2	Proof of Execution of Instruments by Holders of Securities		51
Section 8.3	Holders to be Treated as Owners		52
Section 8.4	Securities Owned by Company Deemed Not Outstanding		52
Section 8.5	Right of Revocation of Action Taken		53

ARTICLE 9 HOLDERS? MEETINGS

Section 9.1	Purposes of Meetings		53
Section 9.2	Call of Meetings by Trustee		54
Section 9.3	Call of Meetings by Company or Holders		54
Section 9.4	Qualifications for Voting		54
Section 9.5	Regulations		54
Section 9.6	Voting		55
Section 9.7	No Delay of Rights by Reason of Meeting		55

ARTICLE 10 SUPPLEMENTAL INDENTURES

Section 10.1	Supplemental Indentures Without Consent of Securityholders		56
Section 10.2	Supplemental Indentures With Consent of Securityholders		57
Section 10.3	Notice of Supplemental Indenture		58
Section 10.4	Effect of Supplemental Indenture		58
Section 10.5	Documents To Be Given to Trustee		59
Section 10.6	Notation on Securities in Respect of Supplemental Indentures		59
Section 10.7	Effect on Senior Indebtedness		59

ARTICLE 11 CONSOLIDATION, AMALGAMATION, MERGER OR SALE

Section 11.1	Company May Consolidate, Etc., Only on Certain Terms		59
Section 11.2	Opinion of Counsel		60
Section 11.3	Successor Person Substituted		60

ARTICLE 12 SATISFACTION AND DISCHARGE OF INDENTURE, UNCLAIMED MONEYS

Section 12.1	Satisfaction and Discharge of Securities of Any Series		60
Section 12.2	Defeasance and Covenant Defeasance		62
Section 12.3	Application of Trust Money		66
Section 12.4	Repayment of Moneys Held by Paying Agent		66
Section 12.5	Return of Unclaimed Moneys Held by Trustee and Paying Agent		66

ARTICLE 13 SUBORDINATION OF SECURITIES

Section 13.1	Agreement to Subordinate		67
Section 13.2	Default on Company Senior Indebtedness		67
Section 13.3	Liquidation; Dissolution; Bankruptcy		68
Section 13.4	Subrogation		69
Section 13.5	Trustee to Effectuate Subordination		70
Section 13.6	Notice by the Company		70
Section 13.7	Rights of the Trustee; Holders of Company Senior Indebtedness		71
Section 13.8	Trustee Not Fiduciary for Holders of Senior Indebtedness		71
Section 13.9	Subordination May Not Be Impaired		72

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Section 13.10	Application by Trustee of Assets Deposited with It		72

ARTICLE 14 MISCELLANEOUS PROVISIONS

Section 14.1	Incorporators, Shareholders, Officers and Directors of Company Exempt from Individual Liability		72
Section 14.2	Provisions of Indenture for the Sole Benefit of Parties and Securityholders		73
Section 14.3	Successors and Assigns of Company Bound by Indenture		73
Section 14.4	Holders of Preferred Securities as Third Party Beneficiaries		73
Section 14.5	Notices to Holders; Waiver		73
Section 14.6	Addresses for Notices		74
Section 14.7	Officer?s Certificates and Opinions of Counsel; Statements to Be Contained Therein		74
Section 14.8	Separability Clause		75
Section 14.9	Legal Holidays		75
Section 14.10	Conflict of Any Provision of Indenture with Trust Indenture Act		75
Section 14.11	Governing Law; Waiver of Jury Trial		75
Section 14.12	Judgment Currency		76
Section 14.13	No Security Interest Created		76
Section 14.14	Submission to Jurisdiction		76
Section 14.15	Counterparts		77
Section 14.16	Effect of Headings		77
Section 14.17	Force Majeure		77

ARTICLE 15 REDEMPTION OF SECURITIES

Section 15.1	Applicability of Article		77
Section 15.2	Notice of Redemption; Selection of Securities		77
Section 15.3	Payment of Securities Called for Redemption		79
Section 15.4	Right of Redemption of Securities Issued to a Max Capital Trust		80

ARTICLE 16 SINKING FUNDS

Section 16.1	Applicability of Article		80
Section 16.2	Satisfaction of Mandatory Sinking Fund Payment with Securities		80
Section 16.3

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