exv4w2






EXHIBIT 4.2




FORM OF SUBORDINATED INDENTURE




 





BRISTOW GROUP INC.




as Issuer




and




THE POTENTIAL SUBSIDIARY GUARANTORS

LISTED ON THE SIGNATURE PAGES HERETO




as Potential Subsidiary Guarantors




and




U.S. BANK NATIONAL ASSOCIATION




as Trustee




 






Indenture




Dated as of                     ____, ____




 






Subordinated Debt Securities




 





 









 





BRISTOW GROUP INC.




Reconciliation and tie between Trust Indenture Act of 1939

and Indenture, dated as of                      ___, ___




 






	 	 	 	 	 
	Section of	 	 	 	 
	Trust Indenture	 	 	 	Section(s) of
	Act of 1939	 	 	 	Indenture
	§ 310
	 	(a)(1)	 	7.10
	 
	 	(a)(2)	 	7.10
	 
	 	(a)(3)	 	Not Applicable
	 
	 	(a)(4)	 	Not Applicable
	 
	 	(a)(5)	 	7.10
	 
	 	(b)	 	7.08, 7.10
	§ 311
	 	(a)	 	7.11
	 
	 	(b)	 	7.11
	 
	 	(c)	 	Not Applicable
	§ 312
	 	(a)	 	2.07
	 
	 	(b)	 	12.03
	 
	 	(c)	 	12.03
	§ 313
	 	(a)	 	7.06
	 
	 	(b)	 	7.06
	 
	 	(c)	 	7.06
	 
	 	(d)	 	7.06
	§ 314
	 	(a)	 	4.03, 4.04
	 
	 	(b)	 	Not Applicable
	 
	 	(c)(1)	 	12.04
	 
	 	(c)(2)	 	12.04
	 
	 	(c)(3)	 	Not Applicable
	 
	 	(d)	 	Not Applicable
	 
	 	(e)	 	12.05
	§ 315
	 	(a)	 	7.01(b)
	 
	 	(b)	 	7.05
	 
	 	(c)	 	7.01(a)
	 
	 	(d)	 	7.01(c)
	 
	 	(d)(1)	 	7.01(c)(1)
	 
	 	(d)(2)	 	7.01(c)(2)
	 
	 	(d)(3)	 	7.01(c)(3)
	 
	 	(e)	 	6.11
	§ 316
	 	(a)(1)(A)	 	6.05
	 
	 	(a)(1)(B)	 	6.04
	 
	 	(a)(2)	 	Not Applicable
	 
	 	(a)(last sentence)	 	2.11
	 
	 	(b)	 	6.07
	§ 317
	 	(a)(1)	 	6.08
	 
	 	(a)(2)	 	6.09
	 
	 	(b)	 	2.06
	§ 318
	 	(a)	 	12.01








 




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




 









 










TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	1	 
	 
	 	 	 	 
	SECTION 1.01 Definitions
	 	 	1	 
	SECTION 1.02 Other Definitions
	 	 	6	 
	SECTION 1.03 Incorporation by Reference of Trust Indenture Act
	 	 	6	 
	SECTION 1.04 Rules of Construction
	 	 	7	 
	 
	 	 	 	 
	ARTICLE II THE SECURITIES
	 	 	7	 
	 
	 	 	 	 
	SECTION 2.01 Amount Unlimited; Issuable in Series
	 	 	7	 
	SECTION 2.02 Denominations
	 	 	10	 
	SECTION 2.03 Forms Generally
	 	 	11	 
	SECTION 2.04 Execution, Authentication, Delivery and Dating
	 	 	11	 
	SECTION 2.05 Registrar and Paying Agent
	 	 	13	 
	SECTION 2.06 Paying Agent to Hold Money in Trust
	 	 	13	 
	SECTION 2.07 Holder Lists
	 	 	14	 
	SECTION 2.08 Transfer and Exchange
	 	 	14	 
	SECTION 2.09 Replacement Securities
	 	 	15	 
	SECTION 2.10 Outstanding Securities
	 	 	15	 
	SECTION 2.11 Original Issue Discount, Foreign-Currency
Denominated and Treasury Securities
	 	 	15	 
	SECTION 2.12 Temporary Securities
	 	 	16	 
	SECTION 2.13 Cancellation
	 	 	16	 
	SECTION 2.14 Payments; Defaulted Interest
	 	 	16	 
	SECTION 2.15 Persons Deemed Owners
	 	 	17	 
	SECTION 2.16 Computation of Interest
	 	 	17	 
	SECTION 2.17 Global Securities; Book-Entry Provisions
	 	 	17	 
	 
	 	 	 	 
	ARTICLE III REDEMPTION
	 	 	19	 
	 
	 	 	 	 
	SECTION 3.01 Applicability of Article
	 	 	19	 
	SECTION 3.02 Notice to the Trustee
	 	 	19	 
	SECTION 3.03 Selection of Securities To Be Redeemed
	 	 	20	 
	SECTION 3.04 Notice of Redemption
	 	 	20	 
	SECTION 3.05 Effect of Notice of Redemption
	 	 	21	 
	SECTION 3.06 Deposit of Redemption Price
	 	 	21	 
	SECTION 3.07 Securities Redeemed or Purchased in Part
	 	 	22	 
	SECTION 3.08 Purchase of Securities
	 	 	22	 
	SECTION 3.09 Mandatory and Optional Sinking Funds
	 	 	22	 
	SECTION 3.10 Satisfaction of Sinking Fund Payments with Securities
	 	 	22	 
	SECTION 3.11 Redemption of Securities for Sinking Fund
	 	 	23	 
	 
	 	 	 	 
	ARTICLE IV COVENANTS
	 	 	23	 
	 
	 	 	 	 
	SECTION 4.01 Payment of Securities
	 	 	23	 






i 









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 4.02 Maintenance of Office or Agency
	 	 	24	 
	SECTION 4.03 SEC Reports; Financial Statements
	 	 	24	 
	SECTION 4.04 Compliance Certificate
	 	 	25	 
	SECTION 4.05 Corporate Existence
	 	 	25	 
	SECTION 4.06 Waiver of Stay, Extension or Usury Laws
	 	 	25	 
	SECTION 4.07 Additional Amounts
	 	 	26	 
	 
	 	 	 	 
	ARTICLE V SUCCESSORS
	 	 	26	 
	 
	 	 	 	 
	SECTION 5.01 Limitations on Mergers and Consolidations
	 	 	26	 
	SECTION 5.02 Successor Person Substituted
	 	 	27	 
	 
	 	 	 	 
	ARTICLE VI DEFAULTS AND REMEDIES
	 	 	27	 
	 
	 	 	 	 
	SECTION 6.01 Events of Default
	 	 	27	 
	SECTION 6.02 Acceleration
	 	 	29	 
	SECTION 6.03 Other Remedies
	 	 	30	 
	SECTION 6.04 Waiver of Defaults
	 	 	30	 
	SECTION 6.05 Control by Majority
	 	 	30	 
	SECTION 6.06 Limitations on Suits
	 	 	31	 
	SECTION 6.07 Rights of Holders to Receive Payment
	 	 	31	 
	SECTION 6.08 Collection Suit by Trustee
	 	 	31	 
	SECTION 6.09 Trustee May File Proofs of Claim
	 	 	32	 
	SECTION 6.10 Priorities
	 	 	32	 
	SECTION 6.11 Undertaking for Costs
	 	 	33	 
	 
	 	 	 	 
	ARTICLE VII TRUSTEE
	 	 	33	 
	 
	 	 	 	 
	SECTION 7.01 Duties of Trustee
	 	 	33	 
	SECTION 7.02 Rights of Trustee
	 	 	34	 
	SECTION 7.03 May Hold Securities
	 	 	35	 
	SECTION 7.04 Trustee’s Disclaimer
	 	 	35	 
	SECTION 7.05 Notice of Defaults
	 	 	35	 
	SECTION 7.06 Reports by Trustee to Holders
	 	 	35	 
	SECTION 7.07 Compensation and Indemnity
	 	 	36	 
	SECTION 7.08 Replacement of Trustee
	 	 	36	 
	SECTION 7.09 Successor Trustee by Merger, etc.
	 	 	38	 
	SECTION 7.10 Eligibility; Disqualification
	 	 	38	 
	SECTION 7.11 Preferential Collection of Claims
Against the Company or a Subsidiary Guarantor
	 	 	39	 
	 
	 	 	 	 
	ARTICLE VIII DISCHARGE OF INDENTURE
	 	 	39	 
	 
	 	 	 	 
	SECTION 8.01 Termination of the Company’s and the Subsidiary
Guarantors’ Obligations
	 	 	39	 
	SECTION 8.02 Application of Trust Money
	 	 	43	 
	SECTION 8.03 Repayment to Company
	 	 	43	 
	SECTION 8.04 Reinstatement
	 	 	43	 
	 
	 	 	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS
	 	 	44	 
	 
	 	 	 	 
	SECTION 9.01 Without Consent of Holders
	 	 	44	 






ii 









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 9.02 With Consent of Holders
	 	 	45	 
	SECTION 9.03 Compliance with Trust Indenture Act
	 	 	47	 
	SECTION 9.04 Revocation and Effect of Consents
	 	 	47	 
	SECTION 9.05 Notation on or Exchange of Securities
	 	 	48	 
	SECTION 9.06 Trustee to Sign Amendments, etc.
	 	 	48	 
	 
	 	 	 	 
	ARTICLE X SUBORDINATION OF SECURITIES AND GUARANTEES
	 	 	49	 
	 
	 	 	 	 
	SECTION 10.01 Securities and Guarantees Subordinated to Senior Debt
	 	 	49	 
	SECTION 10.02 No Payment on Securities in Certain Circumstances
	 	 	49	 
	SECTION 10.03 Securities and Guarantees Subordinated to Prior
Payment of All Senior Debt on Dissolution,
Liquidation or Reorganization
	 	 	50	 
	SECTION 10.04 Subrogation to Rights of Holders of Senior Debt
	 	 	51	 
	SECTION 10.05 Obligations of the Company and the Subsidiary Guarantors
Unconditional
	 	 	51	 
	SECTION 10.06 Trustee Entitled to Assume Payments Not Prohibited in
Absence of Notice
	 	 	52	 
	SECTION 10.07 Application by Trustee of Amounts Deposited with It
	 	 	52	 
	SECTION 10.08 Subordination Rights Not Impaired by Acts or Omissions of the
Company, the Subsidiary Guarantors or Holders of Senior Debt
	 	 	53	 
	SECTION 10.09 Trustee to Effectuate Subordination of Securities
	 	 	53	 
	SECTION 10.10 Right of Trustee to Hold Senior Debt
	 	 	54	 
	SECTION 10.11 Article X Not to Prevent Events of Default
	 	 	54	 
	SECTION 10.12 No Fiduciary Duty of Trustee to Holders of Senior Debt
	 	 	54	 
	SECTION 10.13 Article Applicable to Paying Agent
	 	 	55	 
	 
	 	 	 	 
	ARTICLE XI GUARANTEE
	 	 	55	 
	 
	 	 	 	 
	SECTION 11.01 Guarantee
	 	 	55	 
	SECTION 11.02 Execution and Delivery of Guarantees
	 	 	57	 
	SECTION 11.03 Limitation on Liability of the Subsidiary Guarantors
	 	 	57	 
	SECTION 11.04 Release of Subsidiary Guarantors from Guarantee
	 	 	58	 
	SECTION 11.05 Contribution
	 	 	58	 
	 
	 	 	 	 
	ARTICLE XII MISCELLANEOUS
	 	 	59	 
	 
	 	 	 	 
	SECTION 12.01 Trust Indenture Act Controls
	 	 	59	 
	SECTION 12.02 Notices
	 	 	59	 
	SECTION 12.03 Communication by Holders with Other Holders
	 	 	60	 
	SECTION 12.04 Certificate and Opinion as to Conditions Precedent
	 	 	60	 
	SECTION 12.05 Statements Required in Certificate or Opinion
	 	 	60	 
	SECTION 12.06 Rules by Trustee and Agents
	 	 	61	 
	SECTION 12.07 Legal Holidays
	 	 	61	 
	SECTION 12.08 No Recourse Against Others
	 	 	61	 
	SECTION 12.09 Governing Law
	 	 	61	 
	SECTION 12.10 No Adverse Interpretation of Other Agreements
	 	 	61	 
	SECTION 12.11 Successors
	 	 	62	 
	SECTION 12.12 Severability
	 	 	62	 
	SECTION 12.13 Counterpart Originals
	 	 	62	 
	SECTION 12.14 Table of Contents, Headings, etc.
	 	 	62	 






iii 









 






          INDENTURE dated as of                      ___, ___ between Bristow Group Inc., a Delaware corporation
(the “Company”), the potential subsidiary guarantors listed on the signature pages hereto (the
“Potential Subsidiary Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”).




          Each party agrees as follows for the benefit of the other party and for the equal and ratable
benefit of the Holders of the Company’s unsecured subordinated debentures, notes or other evidences
of indebtedness (the “Securities”), and the related Guarantees (as hereinafter defined), to be
issued from time to time in one or more series as provided in this Indenture:




ARTICLE I




DEFINITIONS AND INCORPORATION BY REFERENCE




SECTION 1.01 Definitions.




          “Additional Amounts” means any additional amounts required by the express terms of a Security
or by or pursuant to a Board Resolution, under circumstances specified therein or pursuant thereto,
to be paid by the Company with respect to certain taxes, assessments or other governmental charges
imposed on certain Holders and that are owing to such Holders.




          “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by, or under direct or indirect common control with, such specified Person. For
purposes of this definition, “control” of a Person shall mean 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” shall have
meanings correlative to the foregoing.




          “Agent” means any Registrar or Paying Agent.




          “Bankruptcy Law” means Title 11 of the United States Code or any similar federal, state or
foreign law for the relief of debtors.




          “Board of Directors” means the Board of Directors of the Company or any committee thereof duly
authorized, with respect to any particular matter, to act by or on behalf of the Board of Directors
of the Company.




          “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification, and delivered to the Trustee.




          “Business Day” means any day that is not a Legal Holiday.




          “Capitalized Lease Obligation” of any Person means any obligation of such Person to pay rent
or other amounts under a lease of property, real or personal, that is required to be capitalized
for financial reporting purposes in accordance with GAAP; and the amount of such obligation shall
be the capitalized amount thereof determined in accordance with GAAP.




1









 





          “Company” means the Person named as the “Company” in the first paragraph of this instrument
until a successor Person shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Company” shall mean such successor Person; provided, however, that for
purposes of any provision contained herein which is required by the TIA, “Company” shall also mean
each other obligor (if any) on the Securities of a series.




          “Company Order” and “Company Request” mean, respectively, a written order or request signed in
the name of the Company by two Officers of the Company, and delivered to the Trustee.




          “Corporate Trust Office of the Trustee” means the office of the Trustee located at 225 Asylum
Street, Hartford, CT 06103, Attention: Corporate Trust Services, and as may be located at such
other address as the Trustee may give notice to the Company.




          “Debt” of any Person means, without duplication: (i) all indebtedness or obligations of such
Person for borrowed money (whether or not the recourse of the lender is to the whole of the assets
of such Person or only to a portion thereof); (ii) all obligations of such Person evidenced by
notes, bonds, debentures or other similar instruments; (iii) all obligations of such Person in
respect of letters of credit or other similar instruments (or reimbursement obligations with
respect thereto), other than standby letters of credit, bid or performance bonds and other
obligations issued by or for the account of such Person in the ordinary course of business, to the
extent not drawn or, to the extent drawn, if such drawing is reimbursed not later than the third
Business Day following demand for reimbursement; (iv) all obligations of such Person to pay the
deferred and unpaid purchase price of property or services, except trade payables and accrued
expenses incurred in the ordinary course of business; (v) all Capitalized Lease Obligations of such
Person; (vi) all Debt of others secured by a lien on any asset of such Person, whether or not such
Debt is assumed by such Person (provided that if the obligations so secured have not been assumed
in full by such Person or are not otherwise such Person’s legal liability in full, then such
obligations shall be deemed to be in an amount equal to the greater of (a) the lesser of (1) the
full amount of such obligations and (2) the fair market value of such assets, as determined in good
faith by the Board of Directors of such Person, which determination shall be evidenced by a Board
Resolution, and (b) the amount of obligations as have been assumed by such Person or which are
otherwise such Person’s legal liability); and (vii) all Debt of others (other than endorsements in
the ordinary course of business) guaranteed by such Person to the extent of such guarantee.




          “Default” means any event, act or condition that is, or after notice or the passage of time or
both would be, an Event of Default.




          “Depositary” means, with respect to the Securities of any series issuable or issued in whole
or in part in global form, the Person specified pursuant to Section 2.01 hereof as the initial
Depositary with respect to the Securities of such series, until a successor shall have been
appointed and become such pursuant to the applicable provision of this Indenture, and thereafter
“Depositary” shall mean or include such successor.




          “Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United
States as at the time shall be legal tender for the payment of public and private debt.




2









 





          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor
statute.




          “GAAP” means generally accepted accounting principles in the United States set forth in the
opinions and pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as may be approved by a
significant segment of the accounting profession of the United States, as in effect from time to
time.




          “Global Security” means a Security that is issued in global form in the name of the Depositary
with respect thereto or its nominee.




          “Government Obligations” means, with respect to a series of Securities, direct obligations of
the government that issues the currency in which the Securities of the series are payable for the
payment of which the full faith and credit of such government is pledged, or obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of such government,
the payment of which is unconditionally guaranteed as a full faith and credit obligation by such
government.




          “Guarantee” means the guarantee of the Company’s obligations under the Securities of a series
by a Subsidiary Guarantor (specified with respect to such series as contemplated by Section
2.01(9)) as provided in Article XI.




          “Holder” means a Person in whose name a Security is registered.




          “Indenture” means this Indenture as amended or supplemented from time to time pursuant to the
provisions hereof, and includes the terms of a particular series of Securities established as
contemplated by Section 2.01.




          “interest” means, with respect to an Original Issue Discount Security that by its terms bears
interest only after Maturity, interest payable after Maturity.




          “Interest Payment Date,” when used with respect to any Security, shall have the meaning
assigned to such term in the Security as contemplated by Section 2.01.




          “Issue Date” means, with respect to Securities of a series, the date on which the Securities
of such series are originally issued under this Indenture.




          “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in any of
The City of New York, New York; Houston, Texas or a Place of Payment are authorized or obligated by
law, regulation or executive order to remain closed.




          “Maturity” means, with respect to any Security, the date on which the principal of such
Security or an installment of principal becomes due and payable as therein or herein provided,
whether at the Stated Maturity thereof, or by declaration of acceleration, call for redemption or
otherwise.




3









 





          “Officer” means the Chairman of the Board, the President, any Vice Chairman of the Board, any
Vice President, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, any Assistant Controller, the Secretary or any Assistant Secretary of a Person.




          “Officers’ Certificate” means a certificate signed by two Officers of a Person.




          “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the
Trustee. Such counsel may be an employee of or counsel to the Company or the Trustee.




          “Original Issue Discount Security” means any Security that provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 6.02.




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




          “Place of Payment” means, with respect to the Securities of any series, the place or places
where the principal of, premium (if any) and interest on and any Additional Amounts with respect to
the Securities of that series are payable as specified in accordance with Section 2.01 subject to
the provisions of Section 4.02.




          “principal” of a Security means the principal of the Security plus, when appropriate, the
premium, if any, on the Security.




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




          “Redemption Price” means, with respect to any Security to be redeemed, the price at which it
is to be redeemed pursuant to this Indenture.




          “Responsible Officer” means any officer within the corporate trust services division of the
Trustee, including any vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily performs functions
similar to those performed by the Persons who at the time shall be such officers, respectively, or
to whom any corporate trust matter is referred because of such person’s knowledge of and
familiarity with the particular subject and who shall have direct responsibility for the
administration of this Indenture.




          “Rule 144A Securities” means Securities of a series designated pursuant to Section 2.01 as
entitled to the benefits of Section 4.03(b).




          “SEC” means the Securities and Exchange Commission.




4









 





          “Securities” has the meaning stated in the preamble of this Indenture and more particularly
means any Securities authenticated and delivered under this Indenture.




          “Security Custodian” means, with respect to Securities of a series issued in global form, the
Trustee for Securities of such series, as custodian with respect to the Securities of such series,
or any successor entity thereto.




          “Senior Debt” of the Company, unless otherwise provided with respect to the Securities of a
series as contemplated by Section 2.01, means (i) all Debt of the Company, and, in the case of the
Guarantee, the Subsidiary Guarantor, whether currently outstanding or hereafter created, incurred
or assumed, unless, by the terms of the instrument creating or evidencing such Debt or pursuant to
which such Debt is outstanding, it is provided that such Debt is not superior in right of payment
to the Securities, in the case of the Company, or the Guarantee, in the case of the Subsidiary
Guarantor, or to other Debt which is pari passu with or subordinated to the Securities, and (ii)
any modifications, refunding, deferrals, renewals or extensions of any such Debt or any securities,
notes or other evidences of Debt issued in exchange for such Debt; provided that, unless otherwise
provided with respect to the Securities of a series as contemplated by Section 2.01, in no event
shall “Senior Debt” include (a) Debt evidenced by the Securities or any Guarantee, (b) Debt of the
Company or the Subsidiary Guarantor owed or owing to any other Subsidiary or any officer, director
or employee of the Company, the Subsidiary Guarantor or any Subsidiary, (c) Debt to trade creditors
or (d) any liability for taxes owed or owing by the Company.




          “Significant Subsidiary” means a Subsidiary of the Company that is a “significant subsidiary”
of the Company as such term is defined in Rule 1-02(w) of Regulation S-X as of the date hereof.




          “Stated Maturity” means, when used with respect to any Security or any installment of
principal thereof or interest thereon, the date specified in such Security as the fixed date on
which the principal of such Security or such installment of principal or interest is due and
payable.




          “Subsidiary” means a Person at least a majority of the outstanding voting stock of which is
owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock”
means stock having voting power for the election of directors, whether at all times or only so long
as no senior class of stock has such voting power by reason of any contingency.




          “Subsidiary Guarantors” means, with respect to any series of Securities, the Person or
Persons, if any, named in accordance with Section 2.01(9) as the “Subsidiary Guarantors” (i) in or
pursuant to a Board Resolution, and set forth, or determined in the manner provided, in an
Officers’ Certificate of the Company or in a Company Order, or (ii) in an indenture supplemental
hereto establishing the terms of such series of Securities until a successor Person or Persons
shall have become such pursuant to the applicable provisions of this Indenture, and thereafter
“Subsidiary Guarantor” with respect to such series of Securities shall mean such successor Person
or Persons, in any case until the Guarantee is released pursuant to the provisions of Article XI.
If a series of Securities does not have any Subsidiary Guarantors, all




5









 




references in this Indenture to the Subsidiary Guarantors shall be ignored with respect to
such series of Securities.




          “TIA” means the Trust Indenture Act of 1939, as amended, as in effect on the date hereof.




          “Trustee” means the Person named as such above until a successor replaces it in accordance
with the applicable provisions of this Indenture, and thereafter “Trustee” means each Person who is
then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used
with respect to the Securities of any series means the Trustee with respect to Securities of that
series.




          “United States” means the United States of America (including the States and the District of
Columbia) and its territories and possessions, which include Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands.




          “U.S. Government Obligations” means Government Obligations with respect to Securities payable
in Dollars.




SECTION 1.02 Other Definitions.




	 	 	 
	 	 	Defined
	Term	 	in Section
	“Agent Members”
	 	2.17
	“Bankruptcy Custodian”
	 	6.01
	“Conversion Event”
	 	6.01
	“covenant defeasance”
	 	8.01
	“Event of Default”
	 	6.01
	“Exchange Rate”
	 	2.11
	“Judgment Currency”
	 	6.10
	“legal defeasance”
	 	8.01
	“mandatory sinking fund payment”
	 	3.09
	“optional sinking fund payment”
	 	3.09
	“Paying Agent”
	 	2.05
	“Payment Default”
	 	10.02  
	“Registrar”
	 	2.05
	“Required Currency”
	 	6.10
	“Successor”
	 	5.01






SECTION 1.03 Incorporation by Reference of Trust Indenture Act.




          Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture (and if the Indenture is not qualified under the TIA
at that time, as if it were so qualified unless otherwise provided). The following TIA terms used
in this Indenture have the following meanings:




          “Commission” means the SEC.




6









 








          “indenture securities” means the Securities.




          “indenture security holder” means a Holder.




          “indenture to be qualified” means this Indenture.




          “indenture trustee” or “institutional trustee” means the Trustee.




          “obligor” on the indenture securities means the Company, any Subsidiary Guarantor or any other
obligor on the Securities.




          All terms used in this Indenture that are defined by the TIA, defined by a TIA reference to
another statute or defined by an SEC rule under the TIA have the meanings so assigned to them.




SECTION 1.04 Rules of Construction.




          Unless the context otherwise requires:





	 	(1)	 	a term has the meaning assigned to it;
	 
	 	(2)	 	an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;
	 
	 	(3)	 	“or” is not exclusive;
	 
	 	(4)	 	words in the singular include the plural, and in the plural
include the singular;
	 
	 	(5)	 	provisions apply to successive events and transactions; and
	 
	 	(6)	 	all references in this instrument to Articles and Sections are
references to the corresponding Articles and Sections in and of this
instrument.





ARTICLE II




THE SECURITIES




SECTION 2.01 Amount Unlimited; Issuable in Series.




          The aggregate principal amount of Securities that may be authenticated and delivered under
this Indenture is unlimited.




          The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution, and set forth, or determined in the manner provided, in an Officers’
Certificate of the Company or in a Company Order, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series:




7









 









     (1) the title of the Securities of the series (which shall distinguish the Securities
of the series from the Securities of all other series);




     (2) if there is to be a limit, the limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant to Section 2.08, 2.09,
2.12, 2.17, 3.07 or 9.05 and except for any Securities which, pursuant to Section 2.04 or
2.17, are deemed never to have been authenticated and delivered hereunder); provided,
however, that unless otherwise provided in the terms of the series, the authorized aggregate
principal amount of such series may be increased before or after the issuance of any
Securities of the series by a Board Resolution (or action pursuant to a Board Resolution) to
such effect;




     (3) whether any Securities of the series are to be issuable initially in temporary
global form and whether any Securities of the series are to be issuable in permanent global
form, as Global Securities or otherwise, and, if so, whether beneficial owners of interests
in any such Global Security may exchange such interests for Securities of such series and of
like tenor of any authorized form and denomination and the circumstances under which any
such exchanges may occur, if other than in the manner provided in Section 2.17, and the
initial Depositary and Security Custodian, if any, for any Global Security or Securities of
such series;




     (4) the manner in which any interest payable on a temporary Global Security on any
Interest Payment Date will be paid if other than in the manner provided in Section 2.14;




     (5) the date or dates on which the principal of and premium (if any) on the Securities
of the series is payable or the method of determination thereof;




     (6) the rate or rates, or the method of determination thereof, at which the Securities
of the series shall bear interest, if any, whether and under what circumstances Additional
Amounts with respect to such Securities shall be payable, the date or dates from which such
interest shall accrue, the Interest Payment Dates on which such interest shall be payable
and the record date for the interest payable on any Securities on any Interest Payment Date,
or if other than provided herein, the Person to whom any interest on Securities of the
series shall be payable;




     (7) the place or places where, subject to the provisions of Section 4.02, the principal
of, premium (if any) and interest on and any Additional Amounts with respect to the
Securities of the series shall be payable;




     (8) the period or periods within which, the price or prices (whether denominated in
cash, securities or otherwise) at which and the terms and conditions upon which Securities
of the series may be redeemed, in whole or in part, at the option of the Company, if the
Company is to have that option, and the manner in which the Company must exercise any such
option, if different from those set forth herein;



8









 






     (9) whether Securities of the series are entitled to the benefits of any Guarantee of
any Subsidiary Guarantor pursuant to this Indenture, the identity of any such Subsidiary
Guarantors and any terms of such Guarantee with respect to the Securities of the series in
addition to those set forth in Article XI, or any exceptions to or changes to those set
forth in Article XI;




     (10) the obligation, if any, of the Company to redeem, purchase or repay Securities of
the series pursuant to any sinking fund or analogous provisions or at the option of a Holder
thereof and the period or periods within which, the price or prices (whether denominated in
cash, securities or otherwise) at which and the terms and conditions upon which Securities
of the series shall be redeemed, purchased or repaid in whole or in part pursuant to such
obligation;




     (11) if other than denominations of $1,000 and any integral multiple thereof, the
denomination in which any Securities of that series shall be issuable;




     (12) if other than Dollars, the currency or currencies (including composite currencies)
or the form, including equity securities, other debt securities (including Securities),
warrants or any other securities or property of the Company or any other Person, in which
payment of the principal of, premium (if any) and interest on and any Additional Amounts
with respect to the Securities of the series shall be payable;




     (13) if the principal of, premium (if any) or interest on or any Additional Amounts
with respect to the Securities of the series are to be payable, at the election of the
Company or a Holder thereof, in a currency or currencies (including composite currencies)
other than that in which the Securities are stated to be payable, the currency or currencies
(including composite currencies) in which payment of the principal of, premium (if any) and
interest on and any Additional Amounts with respect to Securities of such series as to which
such election is made shall be payable, and the periods within which and the terms and
conditions upon which such election is to be made;




     (14) if the amount of payments of principal of, premium (if any) and interest on and
any Additional Amounts with respect to the Securities of the series may be determined with
reference to any commodities, currencies or indices, values, rates or prices or any other
index or formula, the manner in which such amounts shall be determined;




     (15) if other than the entire principal amount thereof, the portion of the principal
amount of Securities of the series that shall be payable upon declaration of acceleration of
the Maturity thereof pursuant to Section 6.02;




     (16) any additional means of satisfaction and discharge of this Indenture and any
additional conditions or limitations to discharge with respect to Securities of the series
and the related Guarantees, if any, pursuant to Article VIII or any modifications of or
deletions from such conditions or limitations;



9









 






     (17) any deletions or modifications of or additions to the Events of Default set forth
in Section 6.01 or covenants of the Company or any Subsidiary Guarantor set forth in Article
IV pertaining to the Securities of the series;




     (18) any restrictions or other provisions with respect to the transfer or exchange of
Securities of the series, which may amend, supplement, modify or supersede those contained
in this Article II;




     (19) if the Securities of the series are to be convertible into or exchangeable for
capital stock, other debt securities (including Securities), warrants, other equity
securities or any other securities or property of the Company, any Subsidiary Guarantor or
any other Person, at the option of the Company or the Holder or upon the occurrence of any
condition or event, the terms and conditions for such conversion or exchange;




     (20) if the Securities of the series are to be entitled to the benefit of
Section 4.03(b) (and accordingly constitute Rule 144A Securities), that fact;




     (21) any modifications to the definition of “Senior Debt,” to Article X or to the other
provisions regarding subordination with respect to the Securities of the series; and




     (22) any other terms of the series (which terms shall not be prohibited by the
provisions of this Indenture).



          All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 2.03) set forth, or determined in the manner provided, in the Officers’
Certificate or Company Order referred to above or in any such indenture supplemental hereto.




          If any of the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action, together with such Board Resolution,
shall be set forth in an Officers’ Certificate or certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’
Certificate or Company Order setting forth the terms of the series.




          The Securities shall be subordinated in right of payment to Senior Debt as provided in Article
X and/or as specified as contemplated pursuant to this Section 2.01.




SECTION 2.02 Denominations.




          The Securities of each series shall be issuable in such denominations as shall be specified as
contemplated by Section 2.01. In the absence of any such provisions with respect to the Securities
of any series, the Securities of such series denominated in Dollars shall be issuable in
denominations of $1,000 and any integral multiples thereof.




10









 








SECTION 2.03 Forms Generally.




          The Securities of each series shall be in fully registered form and in substantially such form
or forms (including temporary or permanent global form) established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto. The Securities may have notations,
legends or endorsements required by law, securities exchange rule, the Company’s certificate of
incorporation, bylaws or other similar governing documents, agreements to which the Company is
subject, if any, or usage (provided that any such notation, legend or endorsement is in a form
acceptable to the Company). A copy of the Board Resolution establishing the form or forms of
Securities of any series shall be delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 2.04 for the authentication and delivery of such Securities.




          The definitive Securities of each series shall be printed, lithographed or engraved on steel
engraved borders or may be produced in any other manner, all as determined by the Officers
executing such Securities, as evidenced by their execution thereof.




          The Trustee’s certificate of authentication shall be in substantially the following form:




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




	 	 	 
	 

	 	                                              , as Trustee
	 
	 	 	 	 
	 

	 	By:                                                             
	 

	 	Authorized Signatory”.              






SECTION 2.04 Execution, Authentication, Delivery and Dating.




          Two Officers of the Company shall sign the Securities on behalf of the Company and, with
respect to any related Guarantee, an Officer of each Subsidiary Guarantor shall sign the Notation
of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature.
If an Officer of the Company whose signature is on a Security no longer holds that office at the
time the Security is authenticated, the Security shall be valid nevertheless.




          A Security shall not be entitled to any benefit under this Indenture or the related
Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual
signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence
that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if
any Security has been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company delivers such Security to the Trustee for cancellation as provided in
Section 2.13, together with a written statement (which need not comply with Section 12.05 and need
not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and
sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have
been authenticated and delivered hereunder and shall never be entitled to the benefits of this
Indenture or the related Guarantees, if any.





11











 





          At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, and the Trustee shall authenticate and deliver such Securities for original issue
upon a Company Order for the authentication and delivery of such Securities or pursuant to such
procedures acceptable to the Trustee as may be specified from time to time by Company Order. Such
order shall specify the amount of the Securities to be authenticated, the date on which the
original issue of Securities is to be authenticated, the name or names of the initial Holder or
Holders and any other terms of the Securities of such series not otherwise determined. If provided
for in such procedures, such Company Order may authorize (1) authentication and delivery of
Securities of such series for original issue from time to time, with certain terms (including,
without limitation, the Maturity dates or dates, original issue date or dates and interest rate or
rates) that differ from Security to Security and (2) may authorize authentication and delivery
pursuant to oral or electronic instructions from the Company or its duly authorized agent, which
instructions shall be promptly confirmed in writing.




          If the form or terms of the Securities of the series have been established in or pursuant to
one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive (in addition to the Company Order referred to above and the
other documents required by Section 12.04), and (subject to Section 7.01) shall be fully protected
in relying upon:





     (a) an Officers’ Certificate setting forth the Board Resolution and, if applicable, an
appropriate record of any action taken pursuant thereto, as contemplated by the last
paragraph of Section 2.01; and




     (b) an Opinion of Counsel to the effect that:




     (i) the form of such Securities has been established in conformity with the
provisions of this Indenture;




     (ii) the terms of such Securities have been established in conformity with the
provisions of this Indenture; and




     (iii) that such Securities and the related Guarantees, if any, when
authenticated and delivered by the Trustee and issued by the Company in the manner
and subject to any conditions specified in such Opinion of Counsel, will constitute
valid and binding obligations of the Company and the Subsidiary Guarantors,
respectively, enforceable against the Company and the Subsidiary Guarantors,
respectively, in accordance with their respective terms, except as the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws in effect
from time to time affecting the rights of creditors generally, and the application
of general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).



12









 





          If all the Securities of any series are not to be issued at one time, it shall not be
necessary to deliver an Officers’ Certificate and Opinion of Counsel at the time of issuance of
each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or
before the time of issuance of the first Security of the series to be issued.




          The Trustee shall not be required to authenticate such Securities if the issuance of such
Securities pursuant to this Indenture would affect the Trustee’s own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner not reasonably acceptable to the
Trustee.




          The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Securities. Unless limited by the terms of such appointment, an authenticating agent may
authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An authenticating agent has
the same rights as an Agent to deal with the Company, any Subsidiary Guarantor or any other
Affiliate of the Company.




          Each Security shall be dated the date of its authentication.





			
	SECTION 2.05	 	Registrar and Paying Agent.





          The Company shall maintain an office or agency for each series of Securities where Securities
of such series may be presented for registration of transfer or exchange (“Registrar”) and an
office or agency where Securities of such series may be presented for payment (“Paying Agent”).
The Registrar shall keep a register of the Securities of such series and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more additional paying
agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any
additional paying agent.




          The Company shall enter into an appropriate agency agreement with any Registrar or Paying
Agent not a party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address
of any Agent not a party to this Indenture. The Company may change any Paying Agent or Registrar
without notice to any Holder. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any Subsidiary may act as
Paying Agent or Registrar.




          The Company initially appoints the Trustee as Registrar and Paying Agent.





			
	SECTION 2.06	 	Paying Agent to Hold Money in Trust.





          The Company shall require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the
Paying Agent for the payment of principal of, premium, if any, or interest on or any Additional
Amounts with respect to Securities and will notify the Trustee of any default by the Company in
making any such payment. While any such default continues, the Trustee may require a Paying Agent
to pay all money held by it to the Trustee and to account for any funds disbursed. The Company at
any time may require a Paying Agent to pay all money held




13









 







by it to the Trustee and to account for any funds disbursed. Upon payment over to the Trustee
and upon accounting for any funds disbursed, the Paying Agent (if other than the Company, a
Subsidiary Guarantor or another Subsidiary) shall have no further liability for the money. If the
Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund
for the benefit of the Holders all money held by it as Paying Agent. Each Paying Agent shall
otherwise comply with TIA § 317(b).





			
	SECTION 2.07	 	Holder Lists.





          The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of Holders and shall otherwise comply with TIA
§ 312(a). If the Trustee is not the Registrar with respect to a series of Securities, the Company
shall furnish to the Trustee at least five Business Days before each Interest Payment Date with
respect to such series of Securities, and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably require of the names
and addresses of Holders of such series, and the Company shall otherwise comply with TIA § 312(a).





			
	SECTION 2.08	 	Transfer and Exchange.





          Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01:




          When Securities of any series are presented to the Registrar with the request to register the
transfer of such Securities or to exchange such Securities for an equal principal amount of
Securities of the same series of like tenor and of other authorized denominations, the Registrar
shall register the transfer or make the exchange as requested if its requirements and the
requirements of this Indenture for such transactions are met; provided, however, that the
Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed
or accompanied by a written instruction of transfer in form reasonably satisfactory to the
Registrar duly executed by the Holder thereof or by his attorney, duly authorized in writing, on
which instruction the Registrar can rely.




          To permit registrations of transfers and exchanges, the Company shall execute and the Trustee
shall authenticate Securities at the Registrar’s written request and submission of the Securities
or Global Securities. No service charge shall be made to a Holder for any registration of transfer
or exchange (except as otherwise expressly permitted herein), but the Company may require payment
of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection
therewith (other than such transfer tax or similar governmental charge payable upon exchanges
pursuant to Section 2.12, 3.07 or 9.05). The Trustee shall authenticate Securities in accordance
with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the
contrary, the Company shall not be required to register the transfer or exchange of (a) any
Security selected for redemption in whole or in part pursuant to Article III, except the unredeemed
portion of any Security being redeemed in part, or (b) any Security during the period beginning 15
Business Days prior to the mailing of notice of any offer to repurchase Securities of the series
required pursuant to the terms thereof or



14









 






of redemption of Securities of a series to be redeemed and ending at the close of business on
the day of mailing.





			
	SECTION 2.09	 	Replacement Securities.





          If any mutilated Security is surrendered to the Trustee, or if the Holder of a Security claims
that the Security has been destroyed, lost or stolen and the Company and the Trustee receive
evidence to their satisfaction of the destruction, loss or theft of such Security, the Company
shall issue and the Trustee shall authenticate a replacement Security of the same series if the
Trustee’s requirements are met. If any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may, instead of issuing
a new Security, pay such Security. If required by the Trustee, any Subsidiary Guarantor or the
Company, such Holder must furnish an indemnity bond that is sufficient in the judgment of the
Trustee and the Company to protect the Company, each Subsidiary Guarantor, the Trustee, any Agent
or any authenticating agent from any loss that any of them may suffer if a Security is replaced.
The Company and the Trustee may charge a Holder for their expenses in replacing a Security.




          Every replacement Security is an additional obligation of the Company.





			
	SECTION 2.10	 	Outstanding Securities.





          The Securities outstanding at any time are all the Securities authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation, those reductions in the
interest in a Global Security effected by the Trustee hereunder and those described in this
Section 2.10 as not outstanding.




          If a Security is replaced pursuant to Section 2.09, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide
purchaser.




          If the principal amount of any Security is considered paid under Section 4.01, it ceases to be
outstanding and interest on it ceases to accrue.




          A Security does not cease to be outstanding because the Company, a Subsidiary Guarantor or
another Affiliate of the Company or an Affiliate of a Subsidiary Guarantor holds the Security.





			
	SECTION 2.11	 	Original Issue Discount, Foreign-Currency Denominated and Treasury Securities.





          In determining whether the Holders of the required principal amount of Securities have
concurred in any direction, amendment, supplement, waiver or consent, (a) the principal amount of
an Original Issue Discount Security shall be the principal amount thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to
Section 6.02, (b) the principal amount of a Security denominated in a foreign currency shall be the
Dollar equivalent, as determined by the Company by reference to the noon buying rate in The City of
New York for cable transfers for such currency, as such rate is



15









 






certified for customs purposes by the Federal Reserve Bank of New York (the “Exchange Rate”)
on the date of original issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent, as determined by the Company by reference
to the Exchange Rate on the date of original issuance of such Security, of the amount determined as
provided in (a) above), of such Security and (c) Securities owned by the Company, a Subsidiary
Guarantor or any other obligor upon the Securities or any Affiliate of the Company or a Subsidiary
Guarantor or of such other obligor shall be disregarded, except that, for the purpose of
determining whether the Trustee shall be protected in relying upon any such direction, amendment,
supplement, waiver or consent, only Securities that a Responsible Officer of the Trustee actually
knows are so owned shall be so disregarded.





			
	SECTION 2.12	 	Temporary Securities.





          Until definitive Securities of any series are ready for delivery, the Company may prepare and
the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities, but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate definitive Securities in exchange for temporary Securities. Until
so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under
this Indenture as definitive Securities.





			
	SECTION 2.13	 	Cancellation.





          The Company or any Subsidiary Guarantor at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange, payment or redemption or for credit
against any sinking fund payment. The Trustee shall cancel all Securities surrendered for
registration of transfer, exchange, payment, redemption, replacement or cancellation or for credit
against any sinking fund. Unless the Company shall direct in writing that canceled Securities be
returned to it, after written notice to the Company all canceled Securities held by the Trustee
shall be disposed of in accordance with the usual disposal procedures of the Trustee, and the
Trustee shall maintain a record of their disposal. The Company may not issue new Securities to
replace Securities that have been paid or that have been delivered to the Trustee for cancellation.





			
	SECTION 2.14	 	Payments; Defaulted Interest.





          Unless otherwise provided as contemplated by Section 2.01, interest (except defaulted
interest) on any Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Persons who are registered Holders of that Security at
the close of business on the record date next preceding such Interest Payment Date, even if such
Securities are canceled after such record date and on or before such Interest Payment Date. The
Holder must surrender a Security to a Paying Agent to collect principal payments. Unless otherwise
provided with respect to the Securities of any series, the Company will pay the principal of,
premium (if any) and interest on and any Additional Amounts with respect to the Securities in
Dollars. Such amounts shall be payable at the offices of the Trustee or any Paying Agent, provided
that at the option of the Company, the Company may pay such



16









 






amounts (1) by wire transfer with respect to Global Securities or (2) by check payable in such
money mailed to a Holder’s registered address with respect to any Securities.




          If the Company defaults in a payment of interest on the Securities of any series, the Company
shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest on the
defaulted interest, in each case at the rate provided in the Securities of such series and in
Section 4.01. The Company may pay the defaulted interest to the Persons who are Holders on a
subsequent special record date. At least 15 days before any special record date selected by the
Company, the Company (or the Trustee, in the name of and at the expense of the Company upon 20
days’ prior written notice from the Company setting forth such special record date and the interest
amount to be paid) shall mail to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.





			
	SECTION 2.15	 	Persons Deemed Owners.





          The Company, the Subsidiary Guarantors, the Trustee, any Agent and any authenticating agent
may treat the Person in whose name any Security is registered as the owner of such Security for the
purpose of receiving payments of principal of, premium (if any) or interest on or any Additional
Amounts with respect to such Security and for all other purposes. None of the Company, any
Subsidiary Guarantor, the Trustee, any Agent or any authenticating agent shall be affected by any
notice to the contrary.





			
	SECTION 2.16	 	Computation of Interest.





          Except as otherwise specified as contemplated by Section 2.01 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a year comprising
twelve 30-day months.





			
	SECTION 2.17	 	Global Securities; Book-Entry Provisions.





          If Securities of a series are issuable in global form as a Global Security, as contemplated by
Section 2.01, then, notwithstanding clause (10) of Section 2.01 and the provisions of Section 2.02,
any such Global Security shall represent such of the outstanding Securities of such series as shall
be specified therein and may provide that it shall represent the aggregate amount of outstanding
Securities from time to time endorsed thereon and that the aggregate amount of outstanding
Securities represented thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges, transfers or redemptions. Any endorsement of a Global Security to reflect the
amount, or any increase or decrease in the amount, of outstanding Securities represented thereby
shall be made by the Trustee (i) in such manner and upon instructions given by such Person or
Persons as shall be specified in such Security or in a Company Order to be delivered to the Trustee
pursuant to Section 2.04 or (ii) otherwise in accordance with written instructions or such other
written form of instructions as is customary for the Depositary for such Security, from such
Depositary or its nominee on behalf of any Person having a beneficial interest in such Global
Security. Subject to the provisions of Section 2.04 and, if applicable, Section 2.12, the Trustee
shall deliver and redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified in such Security or in the applicable Company
Order. With respect to the Securities of



17









 






any series that are represented by a Global Security, the Company and the Subsidiary
Guarantors authorize the execution and delivery by the Trustee of a letter of representations or
other similar agreement or instrument in the form customarily provided for by the Depositary
appointed with respect to such Global Security. Any Global Security may be deposited with the
Depositary or its nominee, or may remain in the custody of the Trustee or the Security Custodian
therefor pursuant to a FAST Balance Certificate Agreement or similar agreement between the Trustee
and the Depositary. If a Company Order has been, or simultaneously is, delivered, any instructions
by the Company with respect to endorsement or delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 12.05 and need not be accompanied by an
Opinion of Counsel.




          Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under
this Indenture with respect to any Global Security held on their behalf by the Depositary, or the
Trustee or the Security Custodian as its custodian, or under such Global Security, and the
Depositary may be treated by the Company, any Subsidiary Guarantor, the Trustee or the Security
Custodian and any agent of the Company, any Subsidiary Guarantor, the Trustee or the Security
Custodian as the absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, (i) the registered holder of a Global Security of a series may grant
proxies and otherwise authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action that a Holder of Securities of such series is
entitled to take under this Indenture or the Securities of such series and (ii) nothing herein
shall prevent the Company, any Subsidiary Guarantor, the Trustee or the Security Custodian, or any
agent of the Company, any Subsidiary Guarantor, the Trustee or the Security Custodian, from giving
effect to any written certification, proxy or other authorization furnished by the Depositary or
shall impair, as between the Depositary and its Agent Members, the operation of customary practices
governing the exercise of the rights of a beneficial owner of any Security.




          Notwithstanding Section 2.08, and except as otherwise provided pursuant to Section 2.01:
Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but
not in part, to the Depositary, its successors or their respective nominees. Interests of
beneficial owners in a Global Security may be transferred in accordance with the rules and
procedures of the Depositary. Securities shall be transferred to all beneficial owners in exchange
for their beneficial interests in a Global Security if, and only if, either (1) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary for the Global
Security and a successor Depositary is not appointed by the Company within 90 days of such notice,
(2) an Event of Default has occurred with respect to such series and is continuing and the
Registrar has received a request from the Depositary to issue Securities in lieu of all or a
portion of the Global Security (in which case the Company shall deliver Securities within 30 days
of such request) or (3) the Company determines not to have the Securities represented by a Global
Security.




          In connection with any transfer of a portion of the beneficial interests in a Global Security
to beneficial owners pursuant to this Section 2.17, the Registrar shall reflect on its books and
records the date and a decrease in the principal amount of the Global Security in an amount equal
to the principal amount of the beneficial interests in the Global Security to be transferred, and
the Company shall execute, and the Trustee upon receipt of a Company Order



18









 






for the authentication and delivery of Securities shall authenticate and deliver, one or more
Securities of the same series of like tenor and amount.




          In connection with the transfer of all the beneficial interests in a Global Security to
beneficial owners pursuant to this Section 2.17, the Global Security shall be deemed to be
surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall
authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its
beneficial interests in the Global Security, an equal aggregate principal amount of Securities of
authorized denominations.




          None of the Company, any Subsidiary Guarantor, or the Trustee will have any responsibility or
liability for any aspect of the records relating to, or payments made on account of, Securities by
the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating
to such Securities. None of the Company, any Subsidiary Guarantor, or the Trustee shall be liable
for any delay by the related Global Security Holder or the Depositary in identifying the beneficial
owners, and each such Person may conclusively rely on, and shall be protected in relying on,
instructions from such Global Security Holder or the Depositary for all purposes (including with
respect to the registration and delivery, and the respective principal amounts, of the Securities
to be issued).




          The provisions of the last sentence of the third paragraph of Section 2.04 shall apply to any
Global Security if such Global Security was never issued and sold by the Company and the Company or
a Subsidiary Guarantor, delivers to the Trustee the Global Security together with written
instructions (which need not comply with Section 12.05 and need not be accompanied by an Opinion of
Counsel) with regard to the cancellation or reduction in the principal amount of Securities
represented thereby, together with the written statement contemplated by the last sentence of the
third paragraph of Section 2.04.




          Notwithstanding the provisions of Sections 2.03 and 2.14, unless otherwise specified as
contemplated by Section 2.01, payment of principal of, premium (if any) and interest on and any
Additional Amounts with respect to any Global Security shall be made to the Person or Persons
specified therein.




ARTICLE III




REDEMPTION





			
	SECTION 3.01	 	Applicability of Article.





          Securities of any series that are redeemable before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified as contemplated by Section 2.01
for Securities of any series) in accordance with this Article III.





			
	SECTION 3.02	 	Notice to the Trustee.





          If the Company elects to redeem Securities of any series pursuant to this Indenture, it shall
notify the Trustee of the Redemption Date and the principal amount of Securities of such series to
be redeemed. The Company shall so notify the Trustee at least 45



19









 






days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee)
by delivering to the Trustee an Officers’ Certificate stating that such redemption will comply with
the provisions of this Indenture and of the Securities of such series. Any such notice may be
canceled at any time prior to the mailing of such notice of such redemption to any Holder and shall
thereupon be void and of no effect. A redemption or notice thereof may be subject to one or more
conditions.





			
	SECTION 3.03	 	Selection of Securities To Be Redeemed.





          If less than all the Securities of any series are to be redeemed (unless all of the Securities
of such series of a specified tenor are to be redeemed), the particular Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the
outstanding Securities of such series (and tenor) not previously called for redemption, either at
random, by lot or by such other method as the Trustee shall deem fair and appropriate and that may
provide for the selection for redemption of portions (equal to the minimum authorized denomination
for Securities of that series or any integral multiple thereof) of the principal amount of
Securities of such series of a denomination larger than the minimum authorized denomination for
Securities of that series or of the principal amount of Global Securities of such series.




          The Trustee shall promptly notify the Company and the Registrar in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial redemption, the
principal amount thereof to be redeemed.




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





			
	SECTION 3.04	 	Notice of Redemption.





          Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than
30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at the address of such Holder appearing in the register of Securities maintained by the Registrar.




          All notices of redemption shall identify the Securities to be redeemed and shall state:





     (1) the Redemption Date;




     (2) the Redemption Price;




     (3) that, unless the Company and the Subsidiary Guarantors default in making the
redemption payment, interest on Securities called for redemption ceases to accrue on and
after the Redemption Date, and the only remaining right of the Holders of such Securities is
to receive payment of the Redemption Price upon surrender to the Paying Agent of the
Securities redeemed;



20









 






     (4) if any Security is to be redeemed in part, the portion of the principal amount
thereof to be redeemed and that on and after the Redemption Date, upon surrender for
cancellation of such Security to the Paying Agent, a new Security or Securities in the
aggregate principal amount equal to the unredeemed portion thereof will be issued without
charge to the Holder;




     (5) that Securities called for redemption must be surrendered to the Paying Agent to
collect the Redemption Price and the name and address of the Paying Agent;




     (6) that the redemption is for a sinking or analogous fund, if such is the case;




     (7) the CUSIP number, if any, relating to such Securities; and




     (8) if the redemption or notice thereof is subject to one or more conditions, a
statement to such effect and the condition or conditions precedent.



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





			
	SECTION 3.05	 	Effect of Notice of Redemption.





          Once notice of redemption is mailed, unless the redemption or notice thereof is subject to one
or more conditions as specified in the notice, Securities called for redemption become due and
payable on the Redemption Date and at the Redemption Price. Upon surrender to the Paying Agent,
such Securities called for redemption shall be paid at the Redemption Price, but interest
installments whose maturity is on or prior to such Redemption Date will be payable on the relevant
Interest Payment Dates to the Holders of record at the close of business on the relevant record
dates specified pursuant to Section 2.01.





			
	SECTION 3.06	 	Deposit of Redemption Price.





          On or prior to 11:00 a.m., New York City time, on any Redemption Date, the Company or a
Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent (or, if the Company or a
Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in
Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any
Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on
that date, other than Securities or portions thereof called for redemption on that date which have
been delivered by the Company or a Subsidiary Guarantor to the Trustee for cancellation.




          If the Company or a Subsidiary Guarantor complies with the preceding paragraph, then, unless
the Company or the Subsidiary Guarantors default in the payment of such Redemption Price, interest
on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date,
whether or not such Securities are presented for payment, and the Holders of such Securities shall
have no further rights with respect to such Securities except for the right to receive the
Redemption Price upon surrender of such Securities. If any Security




21









 







called for redemption shall not be so paid upon surrender thereof for redemption, the
principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest
thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to
Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities,
such Securities’ yield to maturity.





			
	SECTION 3.07	 	Securities Redeemed or Purchased in Part.





          Upon surrender to the Paying Agent of a Security to be redeemed in part, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such Security without
service charge a new Security or Securities, of the same series and of any authorized denomination
as requested by such Holder in aggregate principal amount equal to, and in exchange for, the
unredeemed portion of the principal of the Security so surrendered that is not redeemed.





			
	SECTION 3.08	 	Purchase of Securities.





          Unless otherwise specified as contemplated by Section 2.01, the Company, any Subsidiary
Guarantor or any Affiliate of the Company or any Subsidiary Guarantor may, subject to applicable
law, at any time purchase or otherwise acquire Securities in the open market or by private
agreement. Any such acquisition shall not operate as or be deemed for any purpose to be a
redemption of the indebtedness represented by such Securities. Any Securities purchased or
acquired by the Company or a Subsidiary Guarantor may be delivered to the Trustee and, upon such
delivery, the indebtedness represented thereby shall be deemed to be satisfied. Section 2.13 shall
apply to all Securities so delivered.





			
	SECTION 3.09	 	Mandatory and Optional Sinking Funds.





          The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of
such minimum amount provided for by the terms of Securities of any series is herein referred to as
an “optional sinking fund payment.” Unless otherwise provided by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction as provided in
Section 3.10. Each sinking fund payment shall be applied to the redemption of Securities of any
series as provided for by the terms of Securities of such series and by this Article III.





			
	SECTION 3.10	 	Satisfaction of Sinking Fund Payments with Securities.





          The Company or a Subsidiary Guarantor may deliver outstanding Securities of a series (other
than any previously called for redemption) and may apply as a credit Securities of a series that
have been redeemed either at the election of the Company pursuant to the terms of such Securities
or through the application of permitted optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of such series required to be made pursuant to the terms of such series
of Securities; provided that such Securities have not been previously so credited. Such Securities
shall be received and credited for such purpose by the Trustee at the Redemption



22









 






Price specified in such Securities for redemption through operation of the sinking fund and
the amount of such sinking fund payment shall be reduced accordingly.





			
	SECTION 3.11	 	Redemption of Securities for Sinking Fund.





          Not less than 45 days prior (unless a shorter period shall be satisfactory to the Trustee) to
each sinking fund payment date for any series of Securities, the Company will deliver to the
Trustee an Officers’ Certificate of the Company specifying the amount of the next ensuing sinking
fund payment for that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivery of or by crediting Securities of that series pursuant to Section 3.10 and
will also deliver or cause to be delivered to the Trustee any Securities to be so delivered.
Failure of the Company to timely deliver or cause to be delivered such Officers’ Certificate and
Securities specified in this paragraph, if any, shall not constitute a default but shall constitute
the election of the Company (i) that the mandatory sinking fund payment for such series due on the
next succeeding sinking fund payment date shall be paid entirely in cash without the option to
deliver or credit Securities of such series in respect thereof and (ii) that the Company will make
no optional sinking fund payment with respect to such series as provided in this Section.




          If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on
the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund
payments made in cash shall exceed $100,000 (or the Dollar equivalent thereof based on the
applicable Exchange Rate on the date of original issue of the applicable Securities) or a lesser
sum if the Company shall so request with respect to the Securities of any particular series, such
cash shall be applied on the next succeeding sinking fund payment date to the redemption of
Securities of such series at the sinking fund redemption price together with accrued interest to
the date fixed for redemption. If such amount shall be $100,000 (or the Dollar equivalent thereof
as aforesaid) or less and the Company makes no such request then it shall be carried over until a
sum in excess of $100,000 (or the Dollar equivalent thereof as aforesaid) is available. Not less
than 30 days before each such sinking fund payment date, the Trustee shall select the Securities to
be redeemed upon such sinking fund payment date in the manner specified in Section 3.03 and cause
notice of the redemption thereof to be given in the name of and at the expense of the Company in
the manner provided in Section 3.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 3.05, 3.06 and 3.07.




ARTICLE IV




COVENANTS





			
	SECTION 4.01	 	Payment of Securities.





          The Company shall pay the principal of, premium (if any) and interest on and any Additional
Amounts with respect to the Securities of each series on the dates and in the manner provided in
the Securities of such series and in this Indenture. Principal, premium, interest and any
Additional Amounts shall be considered paid on the date due if the Paying Agent (other than the
Company, a Subsidiary Guarantor or other Subsidiary) holds as of 11:00 a.m. New York time



23









 






on that date money deposited by the Company or a Subsidiary Guarantor designated for and
sufficient to pay all principal, premium, interest and any Additional Amounts then due.




          The Company shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium (if any), at a rate equal to the then applicable
interest rate on the Securities to the extent lawful; and it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and any Additional Amount (without regard to any applicable grace period) at the same rate
to the extent lawful.





			
	SECTION 4.02	 	Maintenance of Office or Agency.





          The Company will maintain in each Place of Payment for any series of Securities an office or
agency (which may be an office of the Trustee, the Registrar or the Paying Agent) where Securities
of that series may be presented for registration of transfer or exchange, where Securities of that
series may be presented for payment and where notices and demands to or upon the Company or a
Subsidiary Guarantor in respect of the Securities of that series and this Indenture may be served.
Unless otherwise designated by the Company by written notice to the Trustee and the Subsidiary
Guarantors, such office or agency shall be the office or agency of the Trustee in The City of New
York, which on the date hereof is located at U.S. Bank Trust, N.A., 100 Wall Street, 16th Floor,
New York, NY 10005. The Company will give prompt written notice to the Trustee and the Subsidiary
Guarantors of the location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or shall fail to furnish
the Trustee and the Subsidiary Guarantors with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the Trustee.




          The Company may also from time to time designate one or more other offices or agencies where
the Securities of one or more series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain an office or
agency in each Place of Payment for Securities of any series for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission and of any change
in the location of any such other office or agency.





			
	SECTION 4.03	 	SEC Reports; Financial Statements.





          (a) If the Company is subject to the requirements of Section 13 or 15(d) of the Exchange Act,
the Company shall file with the Trustee, within 15 days after it files the same with the SEC,
copies of the annual reports and the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations prescribe) that the
Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If
this Indenture is qualified under the TIA, but not otherwise, the Company shall also comply with
the provisions of TIA § 314(a). Delivery of such reports, information and documents to the Trustee
shall be for informational purposes only, and the Trustee’s receipt thereof shall not constitute
constructive notice of any information contained therein or determinable from information contained
therein, including the Company’s and the Subsidiary



24









 






Guarantors’ compliance with any of their covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates or certificates delivered pursuant to
Section 4.04).




          (b) If the Company is not subject to the requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall furnish to all Holders of Rule 144A Securities and prospective purchasers of
Rule 144A Securities designated by the Holders of Rule 144A Securities, promptly upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4) promulgated under the
Securities Act of 1933, as amended.





			
	SECTION 4.04	 	Compliance Certificate.





          (a) Each of the Company and the Subsidiary Guarantors shall deliver to the Trustee, within 120
days after the end of each fiscal year of the Company, a statement signed by an Officer of the
Company and each Subsidiary Guarantor, respectively, which need not constitute an Officers’
Certificate, complying with TIA § 314(a)(4) and stating that in the course of performance by the
signing Officer of his duties as such Officer of the Company or such Subsidiary Guarantor, as the
case may be, he would normally obtain knowledge of the keeping, observing, performing and
fulfilling by the Company or such Subsidiary Guarantor, as the case may be, of its obligations
under this Indenture, and further stating that to the best of his knowledge the Company or such
Subsidiary Guarantor, as the case may be, has kept, observed, performed and fulfilled each and
every covenant contained in this Indenture and is not in default in the performance or observance
of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall
have occurred, describing all such Defaults or Events of Default of which such Officer may have
knowledge and what action the Company or such Subsidiary Guarantor, as the case may be, is taking
or proposes to take with respect thereto).




          (b) The Company or any Subsidiary Guarantor shall, so long as Securities of any series are
outstanding, deliver to the Trustee, forthwith upon any Officer of the Company or such Subsidiary
Guarantor, as the case may be, becoming aware of any Default or Event of Default under this
Indenture, an Officers’ Certificate specifying such Default or Event of Default and what action the
Company or such Subsidiary Guarantor, as the case may be, is taking or proposes to take with
respect thereto.





			
	SECTION 4.05	 	Corporate Existence.





          Subject to Article V, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its existence.





			
	SECTION 4.06	 	Waiver of Stay, Extension or Usury Laws.





          Each of the Company and the Subsidiary Guarantors covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any usury law or other law
that would prohibit or forgive it from paying all or any portion of the principal of or interest on
the Securities as contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) each of the Company and the Subsidiary Guarantors hereby



25









 






expressly waives all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been enacted.





			
	SECTION 4.07	 	Additional Amounts.





          If the Securities of a series expressly provide for the payment of Additional Amounts, the
Company will pay to the Holder of any Security of such series Additional Amounts as expressly
provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of
the principal of or any premium or interest on, or in respect of, any Security of any series or the
net proceeds received from the sale or exchange of any Security of any series, such mention shall
be deemed to include mention of the payment of Additional Amounts provided for in this Section 4.07
to the extent that, in such context, Additional Amounts are, were or would be payable in respect
thereof pursuant to the provisions of this Section 4.07 and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not made. The Trustee
shall not be deemed to have knowledge of any Additional Amounts owing unless it receives written
notice thereof either from the Company or the holders of not less than 25% in principal amount of
the then outstanding Securities.




ARTICLE V




SUCCESSORS





			
	SECTION 5.01	 	Limitations on Mergers and Consolidations.





          Neither the Company nor any Subsidiary Guarantor shall, in any transaction or series of
transactions, consolidate with or merge into any Person, or sell, lease, convey, transfer or
otherwise dispose of all or substantially all of its assets to any Person (other than a
consolidation or merger of one or more Subsidiary Guarantors into the Company or a merger of
Subsidiary Guarantors, or a sale, lease, conveyance, transfer or other disposition of all or
substantially all of the assets of a Subsidiary Guarantor to the Company or of a Subsidiary
Guarantor to another Subsidiary Guarantor), unless:





     (1) either (a) the Company or such Subsidiary Guarantor, as the case may be, shall be
the continuing Person or (b) the Person (if other than the Company or such Subsidiary
Guarantor) formed by such consolidation or into which the Company or such Subsidiary
Guarantor is merged, or to which such sale, lease, conveyance, transfer or other disposition
shall be made (collectively, the “Successor”), expressly assumes by supplemental indenture
the due and punctual payment of the principal of, premium (if any) and interest on and any
Additional Amounts with respect to all the Securities and the performance of the Company’s
covenants and obligations under this Indenture and the Securities, or, in the case of such
Subsidiary Guarantor, the performance of the Guarantee and such Subsidiary Guarantor’s
covenants and obligations under this Indenture and the Securities;



26









 






     (2) immediately after giving effect to such transaction or series of transactions, no
Default or Event of Default shall have occurred and be continuing or would result therefrom;
and




     (3) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that the transaction and such supplemental indenture comply with this
Indenture.




			
	SECTION 5.02	 	Successor Person Substituted.





          Upon any consolidation or merger of the Company or a Subsidiary Guarantor, as the case may be,
or any sale, lease, conveyance, transfer or other disposition of all or substantially all of the
assets of the Company or such Subsidiary Guarantor in accordance with Section 5.01, the Successor
formed by such consolidation or into or with which the Company or the Subsidiary Guarantor is
merged or to which such sale, lease, conveyance, transfer or other disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of the Company or such
Subsidiary Guarantor, as the case may be, under this Indenture and the Securities with the same
effect as if such Successor had been named as the Company or such Subsidiary Guarantor, as the case
may be, herein and the predecessor Company or Subsidiary Guarantor, in the case of a sale,
conveyance, transfer or other disposition, shall be released from all obligations under this
Indenture, the Securities and, in the case of a Subsidiary Guarantor, the Guarantee.




ARTICLE VI




DEFAULTS AND REMEDIES





			
	SECTION 6.01	 	Events of Default.





          Unless either inapplicable to a particular series or specifically deleted or modified in or
pursuant to the supplemental indenture or Board Resolution establishing such series of Securities
or in the form of Security for such series, an “Event of Default,” wherever used herein with
respect to Securities of any series, occurs if:





          (1) the Company defaults in the payment of interest on or any Additional Amounts with
respect to any Security of that series when the same becomes due and payable and such
default continues for a period of 30 days;




          (2) the Company defaults in the payment of (A) the principal of any Security of that
series at its Maturity or (B) premium (if any) on any Security of that series when the same
becomes due and payable;




          (3) the Company defaults in the deposit of any sinking fund payment, when and as due by
the terms of a Security of that series, and such default continues for a period of 30 days;




          (4) the Company, or if any series of Securities outstanding is entitled to the benefits
of a Guarantee, any Subsidiary Guarantor, fails to comply with any of its



27









 






other covenants or agreements in, or provisions of, the Securities of such series or
this Indenture (other than an agreement, covenant or provision that has expressly been
included in this Indenture solely for the benefit of one or more series of Securities other
than that series) which shall not have been remedied within the specified period after
written notice, as specified in the last paragraph of this Section 6.01;




          (5) the Company, or if that series of Securities is entitled to the benefits of a
Guarantee by any Subsidiary Guarantor, any Subsidiary Guarantor, if it is a Significant
Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:




     (A) commences a voluntary case,




     (B) consents to the entry of an order for relief against it in an involuntary
case,




     (C) consents to the appointment of a Bankruptcy Custodian of it or for all or
substantially all of its property, or




     (D) makes a general assignment for the benefit of its creditors;




          (6) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that remains unstayed and in effect for 90 days and that:




     (A) is for relief against the Company or any Subsidiary Guarantor with respect
to such series, if it is a Significant Subsidiary, as debtor in an involuntary case,




     (B) appoints a Bankruptcy Custodian of the Company or any Subsidiary Guarantor,
if it is a Significant Subsidiary, or a Bankruptcy Custodian for all or
substantially all of the property of the Company, or any Subsidiary Guarantor with
respect to such series, if it is a Significant Subsidiary, or




     (C) orders the liquidation of the Company or any Subsidiary Guarantor with
respect to such series, if it is a Significant Subsidiary; or




          (7) any Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary with
respect to such series ceases to be in full force and effect with respect to Securities of
that series (except as otherwise provided in this Indenture) or is declared null and void in
a judicial proceeding, or any such Subsidiary Guarantor denies or disaffirms its obligations
under this Indenture or such Guarantee; or




          (8) any other Event of Default provided with respect to Securities of that series
occurs.



          The term “Bankruptcy Custodian” means any receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law.





28












 





          The Trustee shall not be deemed to know or have notice of any Default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice
of any event which is in fact such a Default or Event of Default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Securities and this
Indenture.




          When a Default is cured, it ceases.




          Notwithstanding the foregoing provisions of this Section 6.01, if the principal of, premium
(if any) or interest on or Additional Amounts with respect to any Security is payable in a currency
or currencies (including a composite currency) other than Dollars and such currency or currencies
are not available to the Company or a Subsidiary Guarantor for making payment thereof due to the
imposition of exchange controls or other circumstances beyond the control of the Company or such
Subsidiary Guarantor (a “Conversion Event”), the Company will be entitled to satisfy its
obligations to Holders of the Securities by making such payment in Dollars in an amount equal to
the Dollar equivalent of the amount payable in such other currency, as determined by the Company or
the Subsidiary Guarantor, as the case may be, by reference to the Exchange Rate on the date of such
payment, or, if such rate is not then available, on the basis of the most recently available
Exchange Rate. Notwithstanding the foregoing provisions of this Section 6.01, any payment made
under such circumstances in Dollars where the required payment is in a currency other than Dollars
will not constitute an Event of Default under this Indenture.




          Promptly after the occurrence of a Conversion Event, the Company or a Subsidiary Guarantor
shall give written notice thereof to the Trustee; and the Trustee, promptly after receipt of such
notice, shall give notice thereof in the manner provided in Section 12.02 to the Holders. Promptly
after the making of any payment in Dollars as a result of a Conversion Event, the Company or a
Subsidiary Guarantor, as the case may be, shall give notice in the manner provided in Section 12.02
to the Holders, setting forth the applicable Exchange Rate and describing the calculation of such
payments.




          A Default under clause (4) of this Section 6.01 is not an Event of Default until the Trustee
notifies the Company and the Subsidiary Guarantors, or the Holders of at least 25% in principal
amount of the then outstanding Securities of the series affected by such Default notify the
Company, the Subsidiary Guarantors and the Trustee, of the Default, and the Company or the
applicable Subsidiary Guarantor, as the case may be, fails to cure the Default within 60 days after
receipt of the notice. The notice must specify the Default, demand that it be remedied and state
that the notice is a “Notice of Default.”




SECTION 6.02 Acceleration.




          If an Event of Default with respect to any Securities of any series at the time outstanding
(other than an Event of Default specified in clause (5) or (6) of Section 6.01) occurs and is
continuing, the Trustee by notice to the Company and the Subsidiary Guarantors, or the Holders of
at least 25% in principal amount of the then outstanding Securities of the series affected by such
Event of Default by notice to the Company, the Subsidiary Guarantors and the Trustee, may declare
the principal of (or, if any such Securities are Original Issue Discount



29









 






Securities, such portion of the principal amount as may be specified in the terms of that
series) and all accrued and unpaid interest on all then outstanding Securities of such series to be
due and payable. Upon any such declaration, the amounts due and payable on the Securities shall be
due and payable immediately. If an Event of Default specified in clause (5) or (6) of Section 6.01
hereof occurs, such amounts shall ipso facto become and be immediately due and payable without any
declaration, notice or other act on the part of the Trustee or any Holder. The Holders of a
majority in principal amount of the then outstanding Securities of the series affected by such
Event of Default, by written notice to the Trustee, may rescind an acceleration and its
consequences (other than nonpayment of principal of or premium or interest on or any Additional
Amounts with respect to the Securities) if the rescission would not conflict with any judgment or
decree and if all existing Events of Default with respect to Securities of that series have been
cured or waived, except nonpayment of principal, premium, interest or any Additional Amounts that
has become due solely because of the acceleration.




SECTION 6.03 Other Remedies.




          If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal of, or premium, if any, or interest on the Securities or to
enforce the performance of any provision of the Securities or this Indenture.




          The Trustee may maintain a proceeding even if it does not possess any of the Securities or
does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder
in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.




SECTION 6.04 Waiver of Defaults.




          Subject to Sections 6.07 and 9.02, the Holders of a majority in principal amount of the then
outstanding Securities of any series by notice to the Trustee may waive an existing or past Default
or Event of Default with respect to such series and its consequences (including waivers obtained in
connection with a tender offer or exchange offer for Securities of such series or a solicitation of
consents in respect of Securities of such series, provided that in each case such offer or
solicitation is made to all Holders of then outstanding Securities of such series), except (1) a
continuing Default or Event of Default in the payment of the principal of, or premium, if any, or
interest on or any Additional Amounts with respect to any Security or (2) a continued Default in
respect of a provision that under Section 9.02 cannot be amended or supplemented without the
consent of each Holder affected. Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.




SECTION 6.05 Control by Majority.




          With respect to Securities of any series, the Holders of a majority in principal amount of the
then outstanding Securities of such series may direct in writing the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising



30









 






any trust or power conferred on it relating to or arising under an Event of Default. However,
the Trustee may refuse to follow any direction that conflicts with applicable law or this
Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders, or
that may involve the Trustee in personal liability; provided, however, that the Trustee may take
any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior
to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion from Holders directing the Trustee against all losses and expenses caused by
taking or not taking such action.




SECTION 6.06 Limitations on Suits.




          Subject to Section 6.07 hereof, a Holder of a Security of any series may pursue a remedy with
respect to this Indenture or the Securities of such series or any related Guarantees only if:





     (1) the Holder gives to the Trustee written notice of a continuing Event of Default
with respect to such series;




     (2) the Holders of at least 25% in principal amount of the then outstanding Securities
of such series make a written request to the Trustee to pursue the remedy;




     (3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee
against any loss, liability or expense;




     (4) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer of indemnity; and




     (5) during such 60-day period the Holders of a majority in principal amount of the
Securities of that series do not give the Trustee a direction inconsistent with the request.



          A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a
preference or priority over another Holder.




SECTION 6.07 Rights of Holders to Receive Payment.




          Notwithstanding any other provision of this Indenture, the right of any Holder of a Security
to receive payment of principal of and premium, if any, and interest on and any Additional Amounts
with respect to the Security, on or after the respective due dates expressed in the Security, or to
bring suit for the enforcement of any such payment on or after such respective dates, is absolute
and unconditional and shall not be impaired or affected without the consent of the Holder.




SECTION 6.08 Collection Suit by Trustee.




          If an Event of Default specified in clause (1) or (2) of Section 6.01 hereof occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an
express trust against the Company or a Subsidiary Guarantor for the amount of principal,



31









 






premium (if any), interest and any Additional Amounts remaining unpaid on the Securities of
the series affected by the Event of Default, and interest on overdue principal and premium, if any,
and, to the extent lawful, interest on overdue interest, and such further amount as shall be
sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.




SECTION 6.09 Trustee May File Proofs of Claim.




          The Trustee is authorized to file such proofs of claim and other papers or documents and to
take such actions, including participating as a member, voting or otherwise, of any committee of
creditors, as may be necessary or advisable to have the claims of the Trustee (including any claim
for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and the Holders allowed in any judicial proceedings relative to the Company or a
Subsidiary Guarantor or their respective creditors or properties and shall be entitled and
empowered to collect, receive and distribute any money or other property payable or deliverable on
any such claims and any Bankruptcy Custodian in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the Trustee any amount
due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.07. To the extent that
the payment of any such compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.07 out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall be secured by a lien
on, and shall be paid out of, any and all distributions, dividends, money, securities and other
properties which the Holders of the Securities may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceeding.




SECTION 6.10 Priorities.




          If the Trustee collects any money pursuant to this Article VI, it shall, subject to Article X,
pay out the money in the following order:





     First: to the Trustee for amounts due under Section 7.07;




     Second: to Holders for amounts due and unpaid on the Securities in respect of which or
for the benefit of which such money has been collected, for principal, premium (if any),
interest and any Additional Amounts ratably, without preference or priority of any kind,
according to the amounts due and payable on such Securities for principal, premium (if any),
interest and any Additional Amounts, respectively; and




     Third: to the Company.



32









 





          The Trustee, upon prior written notice to the Company, may fix record dates and payment dates
for any payment to Holders pursuant to this Article VI.




          To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment
against the Company or a Subsidiary Guarantor in any court it is necessary to convert the sum due
in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect
to the Securities of any series (the “Required Currency”) into a currency in which a judgment will
be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the Business Day in The City of New York next
preceding that on which final judgment is given. None of the Company, any Subsidiary Guarantor or
the Trustee shall be liable for any shortfall nor shall it benefit from any windfall in payments to
Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time
the amount of a judgment against it is calculated as above and the time the Trustee converts the
Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of
Securities, but payment of such judgment shall discharge all amounts owed by the Company and the
Subsidiary Guarantors on the claim or claims underlying such judgment.




SECTION 6.11 Undertaking for Costs.




          In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by a Holder or Holders of more than
10% in principal amount of the then outstanding Securities of any series.




ARTICLE VII




TRUSTEE




SECTION 7.01 Duties of Trustee.




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




          (b) Except during the continuance of an Event of Default with respect to the Securities of any
series:





     (1) the Trustee need perform only those duties that are specifically set forth in this
Indenture and no others, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and



33









 






     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, the Trustee shall examine such certificates and opinions to determine
whether, on their face, they appear to conform to the requirements of this Indenture.



          (c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:




          (1) this paragraph does not limit the effect of Section 7.01(b);




          (2) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and




          (3) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.05.




          (d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to the provisions of this Section 7.01.




          (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or incur any liability. The Trustee may refuse to perform any duty or exercise any right or power
unless it receives indemnity satisfactory to it against any loss, liability or expense.




          (f) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Company and the Subsidiary Guarantors. Money held in trust
by the Trustee need not be segregated from other funds except to the extent required by law. All
money received by the Trustee shall, until applied as herein provided, be held in trust for the
payment of the principal of, premium (if any) and interest on and Additional Amounts with respect
to the Securities.




SECTION 7.02 Rights of Trustee.




          (a) The Trustee may conclusively rely on any document believed by it to be genuine and to have
been signed or presented by the proper Person. The Trustee need not investigate any fact or matter
stated in the document.




          (b) Before the Trustee acts or refrains from acting, it may require instruction, an Officers’
Certificate or an Opinion of Counsel or both to be provided. The Trustee shall not be liable for
any action it takes or omits to take in good faith in reliance on such instruction, Officers’
Certificate or Opinion of Counsel. The Trustee may consult at the Company’s expense with counsel
of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon.




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          (c) The Trustee may act through agents and shall not be responsible for the misconduct or
negligence of any agent appointed with due care.




          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
which it believes to be authorized or within its rights or powers conferred upon it by this
Indenture.




          (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Company or any Subsidiary Guarantor shall be sufficient if signed by an Officer
of the Company.




SECTION 7.03 May Hold Securities.




          The Trustee in its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company, any Subsidiary Guarantor or any of their
respective Affiliates with the same rights it would have if it were not Trustee. Any Agent may do
the same with like rights and duties. However, the Trustee is subject to Sections 7.10 and 7.11.




SECTION 7.04 Trustee’s Disclaimer.




          The Trustee makes no representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities
or any money paid to the Company or any Subsidiary Guarantor or upon the Company’s or such
Subsidiary Guarantor’s direction under any provision hereof, it shall not be responsible for the
use or application of any money received by any Paying Agent other than the Trustee and it shall
not be responsible for any statement or recital herein or any statement in the Securities other
than its certificate of authentication.




SECTION 7.05 Notice of Defaults.




          If a Default or Event of Default with respect to the Securities of any series occurs and is
continuing and it is known to the Trustee, the Trustee shall mail to Holders of Securities of such
series a notice of the Default or Event of Default within 30 days after it occurs. Except in the
case of a Default or Event of Default in payment of principal of, premium (if any) and interest on
and Additional Amounts or any sinking fund installment with respect to the Securities of such
series, the Trustee may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the interests of Holders of
Securities of such series.




SECTION 7.06 Reports by Trustee to Holders.




          Within 60 days after each May 15 of each year after the execution of this Indenture, the
Trustee shall mail to Holders of a series, the Subsidiary Guarantors and the Company a brief report
dated as of such reporting date that complies with TIA § 313(a); provided, however, that if no
event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date
with respect to a series, no report need be transmitted to



35









 






Holders of such series. The Trustee also shall comply with TIA § 313(b). The Trustee shall
also transmit by mail all reports if and as required by TIA §§ 313(c) and 313(d).




          A copy of each report at the time of its mailing to Holders of a series of Securities shall be
filed by the Company or a Subsidiary Guarantor with the SEC and each securities exchange, if any,
on which the Securities of such series are listed. The Company shall notify the Trustee if and
when any series of Securities is listed on any securities exchange.




SECTION 7.07 Compensation and Indemnity.




          The Company agrees to pay to the Trustee for its acceptance of this Indenture and services
hereunder such compensation as the Company and the Trustee shall from time to time agree in
writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee
of an express trust. The Company agrees to reimburse the Trustee upon request for all reasonable
disbursements, advances and expenses incurred by it. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and counsel.




          The Company hereby indemnifies the Trustee and any predecessor Trustee against any and all
loss, liability, damage, claim or expense, including taxes (other than taxes based upon, measured
by or determined by the income of the Trustee), incurred by it arising out of or in connection with
the acceptance or administration of its duties under this Indenture, except as set forth in the
next following paragraph. The Trustee shall notify the Company and the Subsidiary Guarantors
promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company or the Subsidiary Guarantors of their obligations hereunder.
The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel.
The Company need not pay for any settlement made without its consent.




          The Company shall not be obligated to reimburse any expense or indemnify against any loss or
liability incurred by the Trustee through the Trustee’s negligence or bad faith.




          To secure the payment obligations of the Company in this Section 7.07, the Trustee shall have
a lien prior to the Securities on all money or property held or collected by the Trustee, except
that held in trust to pay principal of, premium (if any) and interest on and any Additional Amounts
with respect to Securities of any series. Such lien and the Company’s obligations under this
Section 7.07 shall survive the satisfaction and discharge of this Indenture.




          When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(5) or (6) occurs, the expenses and the compensation for the services (including the
fees and expenses of its agents and counsel) are intended to constitute expenses of administration
under any Bankruptcy Law.




SECTION 7.08 Replacement of Trustee.




          A resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section
7.08.




36









 








          The Trustee may resign and be discharged at any time with respect to the Securities of one or
more series by so notifying the Company and the Subsidiary Guarantors. The Holders of a majority
in principal amount of the then outstanding Securities of any series may remove the Trustee with
respect to the Securities of such series by so notifying the Trustee, the Company and the
Subsidiary Guarantors. The Company may remove the Trustee if:





     (1) the Trustee fails to comply with Section 7.10;




     (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law;




     (3) a Bankruptcy Custodian or public officer takes charge of the Trustee or its
property; or




     (4) the Trustee otherwise becomes incapable of acting.



          If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, with respect to the Securities of one or more series, the Company shall promptly appoint a
successor Trustee or Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the Securities of one
or more or all of such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series). Within one year after the successor Trustee with respect
to the Securities of any series takes office, the Holders of a majority in principal amount of the
Securities of such series then outstanding may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.




          If a successor Trustee with respect to the Securities of any series does not take office
within 30 days after the retiring or removed Trustee resigns or is removed, the retiring or removed
Trustee, the Company, any Subsidiary Guarantor or the Holders of at least 10% in principal amount
of the then outstanding Securities of such series may petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series.




          If the Trustee with respect to the Securities of a series fails to comply with Section 7.10,
any Holder of Securities of such series may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee with respect to the Securities of
such series.




          In case of the appointment of a successor Trustee with respect to all Securities, each such
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee, to
the Company and to the Subsidiary Guarantors. Thereupon the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the rights, powers and
duties of the retiring Trustee under this Indenture. The successor Trustee shall mail a notice of
its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, subject to the lien provided for in Section 7.07.




37









 








          In case of the appointment of a successor Trustee with respect to the Securities of one or
more (but not all) series, the Company, the Subsidiary Guarantors, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more (but not all) series shall execute
and deliver an indenture supplemental hereto in which each successor Trustee shall accept such
appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties
of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall confirm that all the rights, powers and duties of the retiring
Trustee with respect to the Securities of that or those series as to which the retiring Trustee is
not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any
of the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee. Nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same trust, and each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee. Upon the execution and delivery of such
supplemental indenture, the resignation or removal of the retiring Trustee shall become effective
to the extent provided therein and each such successor Trustee shall have all the rights, powers
and duties of the retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates. On request of the Company or any successor
Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such
retiring Trustee as Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.




          Notwithstanding replacement of the Trustee or Trustees pursuant to this Section 7.08, the
obligations of the Company under Section 7.07 shall continue for the benefit of the retiring
Trustee or Trustees.




SECTION 7.09 Successor Trustee by Merger, etc.




          Subject to Section 7.10, if the Trustee consolidates, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another corporation, the successor
corporation without any further act shall be the successor Trustee.




          In case any Securities shall have been authenticated, but not delivered, by the Trustee then
in office, any successor by merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities so authenticated; and in case at that time any
of the Securities shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name of the successor to
the Trustee; and in all such cases such certificates shall have the full force which it is anywhere
in the Securities or in this Indenture provided that the certificate of the Trustee shall have.




SECTION 7.10 Eligibility; Disqualification.




          There shall at all times be a Trustee hereunder which shall be a corporation or banking or
trust company or association organized and doing business under the laws of the United States, any
State thereof or the District of Columbia and authorized under such laws to



38









 






exercise corporate trust power, shall be subject to supervision or examination by Federal or
State (or the District of Columbia) authority and shall have, or be a subsidiary of a bank or bank
holding company having, a combined capital and surplus of at least $50 million as set forth in its
most recent published annual report of condition.




          The Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(1),
310(a)(2) and 310(a)(5). The Trustee is subject to and shall comply with the provisions of TIA §
310(b) during the period of time required by this Indenture. Nothing in this Indenture shall
prevent the Trustee from filing with the SEC the application referred to in the penultimate
paragraph of TIA § 310(b).





			
	SECTION 7.11	 	Preferential Collection of Claims Against the Company or a Subsidiary Guarantor.





          The Trustee is subject to and shall comply with the provisions of TIA § 311(a), excluding any
creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be
subject to TIA § 311(a) to the extent indicated therein.




ARTICLE VIII




DISCHARGE OF INDENTURE




SECTION 8.01 Termination of the Company’s and the Subsidiary Guarantors’ Obligations.




          (a) This Indenture shall cease to be of further effect with respect to the Securities of a
series (except that the Company’s obligations under Section 7.07, the Trustee’s and Paying Agent’s
obligations under Section 8.03 and the rights, powers, protections and privileges accorded the
Trustee under Article VII shall survive), and the Trustee, on demand of the Company, shall execute
proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to
the Securities of such series, when:





     (1) either:




     (A) all outstanding Securities of such series theretofore authenticated and
issued (other than destroyed, lost or stolen Securities that have been replaced or
paid) have been delivered to the Trustee for cancellation; or




     (B) all outstanding Securities of such series not theretofore delivered to the
Trustee for cancellation:




	 	(i)	 	have become due and payable, or
	 
	 	(ii)	 	will become due and payable at
their Stated Maturity within one year, or
	 
	 	(iii)	 	are to be called for redemption
within one year under arrangements satisfactory to the Trustee
for the giving of




39









 






	 	 	 	notice of redemption by the Trustee in the name, and at the
expense, of the Company,






and, in the case of clause (i), (ii) or (iii) above, the Company or a Subsidiary
Guarantor has irrevocably deposited or caused to be deposited with the Trustee as
funds (immediately available to the Holders in the case of clause (i)) in trust for
such purpose (x) cash in an amount, or (y) Government Obligations, maturing as to
principal and interest at such times and in such amounts as will ensure the
availability of cash in an amount or (z) a combination thereof, which will be
sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge the entire
indebtedness on the Securities of such series for principal and interest to the date
of such deposit (in the case of Securities which have become due and payable) or for
principal, premium, if any, and interest to the Stated Maturity or Redemption Date,
as the case may be; or




     (C) the Company and the Subsidiary Guarantors have properly fulfilled such
other means of satisfaction and discharge as is specified, as contemplated by
Section 2.01, to be applicable to the Securities of such series;




     (2) the Company or a Subsidiary Guarantor has paid or caused to be paid all other sums
payable by them hereunder with respect to the Securities of such series; and




     (3) the Company has delivered to the Trustee an Officers’ Certificate stating that all
conditions precedent to satisfaction and discharge of this Indenture with respect to the
Securities of such series have been complied with, together with an Opinion of Counsel to
the same effect.



          (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series
as contemplated by Section 2.01, the Company may, at its option, terminate certain of its and the
Subsidiary Guarantors’ respective obligations under this Indenture (“covenant defeasance”) with
respect to the Securities of a series if:





     (1) the Company or a Subsidiary Guarantor has irrevocably deposited or caused to be
irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for and dedicated solely to the benefit
of the Holders of Securities of such series, (i) money in the currency in which payment of
the Securities of such series is to be made in an amount, or (ii) Government Obligations
with respect to such series, maturing as to principal and interest at such times and in such
amounts as will ensure the availability of money in the currency in which payment of the
Securities of such series is to be made in an amount or (iii) a combination thereof, that is
sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a nationally
recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay the principal of and premium (if any) and interest
on all Securities of such series on each date that such principal, premium (if any) or
interest is due and payable and (at the Stated Maturity thereof or



40









 






upon redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided
that the Trustee shall have been irrevocably instructed to apply such money and/or the
proceeds of such Government Obligations to the payment of said principal, premium (if any)
and interest with respect to the Securities of such series as the same shall become due;




     (2) the Company has delivered to the Trustee an Officers’ Certificate stating that all
conditions precedent to satisfaction and discharge of this Indenture with respect to the
Securities of such series have been complied with, and an Opinion of Counsel to the same
effect;




     (3) no Default or Event of Default with respect to the Securities of such series shall
have occurred and be continuing on the date of such deposit;




     (4) the Company shall have delivered to the Trustee an Opinion of Counsel from a
nationally recognized counsel acceptable to the Trustee or a tax ruling to the effect that
the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as
a result of the Company’s exercise of its option under this Section 8.01(b) and will be
subject to U.S. Federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such option had not been exercised;




     (5) the Company and the Subsidiary Guarantors have complied with any additional
conditions specified pursuant to Section 2.01 to be applicable to the discharge of
Securities of such series pursuant to this Section 8.01; and




     (6) such deposit and discharge shall not cause the Trustee to have a conflicting
interest as defined in TIA § 310(b).



          In such event, this Indenture shall cease to be of further effect (except as set forth in this
paragraph), and the Trustee, on demand of the Company, shall execute proper instruments
acknowledging satisfaction and discharge under this Indenture. However, the Company’s and the
Subsidiary Guarantors’ respective obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02,
7.07, 7.08 and 8.04, the Trustee’s and Paying Agent’s obligations in Section 8.03 and the rights,
powers, protections and privileges accorded the Trustee under Article VII shall survive until all
Securities of such series are no longer outstanding. Thereafter, only the Company’s obligations in
Section 7.07 and the Trustee’s and Paying Agent’s obligations in Section 8.03 shall survive with
respect to Securities of such series.




          After such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction of the
other conditions set forth herein, the Trustee upon request shall acknowledge in writing the
discharge of the Company’s and the Subsidiary Guarantors’ obligations under this Indenture with
respect to the Securities of such series except for those surviving obligations specified above.




          In order to have money available on a payment date to pay principal of or premium (if any) or
interest on the Securities, the Government Obligations shall be payable as to



41









 






principal or interest on or before such payment date in such amounts as will provide the
necessary money. Government Obligations shall not be callable at the issuer’s option.




          (c) If the Company and the Subsidiary Guarantors have previously complied or is concurrently
complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section
2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a
series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of
such series as contemplated by Section 2.01, the Company may elect that its and the Subsidiary
Guarantors’ respective obligations to make payments with respect to Securities of such series be
discharged (“legal defeasance”), if:





     (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof
shall have occurred at any time during the period ending on the 91st day after the date of
deposit contemplated by Section 8.01(b) (it being understood that this condition shall not
be deemed satisfied until the expiration of such period);




     (2) unless otherwise specified with respect to Securities of such series as
contemplated by Section 2.01, the Company has delivered to the Trustee an Opinion of Counsel
from a nationally recognized counsel acceptable to the Trustee to the effect referred to in
Section 8.01(b)(4) with respect to such legal defeasance, which opinion is based on (i) a
private ruling of the Internal Revenue Service addressed to the Company, (ii) a published
ruling of the Internal Revenue Service pertaining to a comparable form of transaction or
(iii) a change in the applicable federal income tax law (including regulations) after the
date of this Indenture;




     (3) the Company and the Subsidiary Guarantors have complied with any other conditions
specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of
such series pursuant to this Section 8.01(c); and




     (4) the Company has delivered to the Trustee a Company Request requesting such legal
defeasance of the Securities of such series and an Officers’ Certificate stating that all
conditions precedent with respect to such legal defeasance of the Securities of such series
have been complied with, together with an Opinion of Counsel to the same effect.



          In such event, the Company and the Subsidiary Guarantors will be discharged from its
obligations under this Indenture and the Securities of such series to pay principal of, premium (if
any) and interest on and any Additional Amounts with respect to Securities of such series, the
Company’s and the Subsidiary Guarantors’ respective obligations under Sections 4.01, 4.02 and 10.1
shall terminate with respect to such Securities, and the entire indebtedness of the Company
evidenced by such Securities and of the Subsidiary Guarantors evidenced by the related Guarantee
shall be deemed paid and discharged.




          (d) If and to the extent additional or alternative means of satisfaction, discharge or
defeasance of Securities of a series are specified to be applicable to such series as contemplated
by Section 2.01, each of the Company and the Subsidiary Guarantors may terminate any or all of its
obligations under this Indenture with respect to Securities of a series



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and any or all of its obligations under the Securities of such series if it fulfills such
other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01,
to be applicable to the Securities of such series.




          (e) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section
8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption
provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of
the applicable trust arrangement shall provide for such redemption, and the Company shall make such
arrangements as are reasonably satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company.




SECTION 8.02 Application of Trust Money.




          The Trustee or a trustee satisfactory to the Trustee and the Company shall hold in trust money
or Government Obligations deposited with it pursuant to Section 8.01 hereof. It shall apply the
deposited money and the money from Government Obligations through the Paying Agent and in
accordance with this Indenture to the payment of principal of, premium (if any) and interest on and
any Additional Amounts with respect to the Securities of the series with respect to which the
deposit was made. Money and securities held in trust are not subject to Article X.




SECTION 8.03 Repayment to Company.




          The Trustee and the Paying Agent shall promptly pay to the Company or any Subsidiary Guarantor
any excess money or Government Obligations (or proceeds therefrom) held by them at any time upon
the written request of the Company.




          Subject to the requirements of any applicable abandoned property laws, the Trustee and the
Paying Agent shall pay to the Company upon written request any money held by them for the payment
of principal, premium (if any), interest or any Additional Amounts that remain unclaimed for two
years after the date upon which such payment shall have become due. After payment to the Company,
Holders entitled to the money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another Person, and all liability of the Trustee and
the Paying Agent with respect to such money shall cease.




SECTION 8.04 Reinstatement.




          If the Trustee or the Paying Agent is unable to apply any money or Government Obligations
deposited with respect to Securities of any series in accordance with Section 8.01 by reason of any
legal proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the obligations of the Company
and the Subsidiary Guarantors under this Indenture with respect to the Securities of such series
and under the Securities of such series shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.01 until such time as the Trustee or the Paying Agent is permitted
to apply all such money or Government Obligations in accordance with Section 8.01; provided,
however, that if the Company or any Subsidiary Guarantor has made any payment of principal of,
premium (if any) or interest on or any



43









 






Additional Amounts with respect to any Securities because of the reinstatement of its
obligations, the Company or such Subsidiary Guarantor, as the case may be, shall be subrogated to
the rights of the Holders of such Securities to receive such payment from the money or Government
Obligations held by the Trustee or the Paying Agent.




ARTICLE IX




SUPPLEMENTAL INDENTURES AND AMENDMENTS




SECTION 9.01 Without Consent of Holders.




          The Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture
or the Securities or waive any provision hereof or thereof without the consent of any Holder:





     (1) to cure any ambiguity, omission, defect or inconsistency;




     (2) to comply with Section 5.01;




     (3) to provide for uncertificated Securities in addition to or in place of certificated
Securities, or to provide for the issuance of bearer Securities (with or without coupons);




     (4) to provide any security for, or to add any guarantees of or additional obligors on,
any series of Securities or the related Guarantees, if any;




     (5) to comply with any requirement in order to effect or maintain the qualification of
this Indenture under the TIA;




     (6) to add to the covenants of the Company or any Subsidiary Guarantor for the benefit
of the Holders of all or any series of Securities (and if such covenants are to be for the
benefit of less than all series of Securities, stating that such covenants are expressly
being included solely for the benefit of such series), or to surrender any right or power
herein conferred upon the Company or any Subsidiary Guarantor;




     (7) to add any additional Events of Default with respect to all or any series of the
Securities (and, if any Event of Default is applicable to less than all series of
Securities, specifying the series to which such Event of Default is applicable);




     (8) to change or eliminate any of the provisions of this Indenture; provided that any
such change or elimination shall become effective only when there is no outstanding Security
of any series created prior to the execution of such amendment or supplemental indenture
that is adversely affected in any material respect by such change in or elimination of such
provision; provided, further, that any change made solely to conform the provisions of this
Indenture to the description of any Security in a prospectus supplement pursuant to which
such Securities were offered and sold will not be deemed to adversely affect any Security of
that series in any material respect;




44












 






     (9) to establish the form or terms of Securities of any series as permitted by Section
2.01;




     (10) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Section 8.01; provided, however, that any such action shall not
adversely affect the interest of the Holders of Securities of such series or any other
series of Securities in any material respect; or




     (11) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 7.08.



          Upon the request of the Company, accompanied by a Board Resolution, and upon receipt by the
Trustee of the documents described in Section 9.06, the Trustee shall, subject to Section 9.06,
join with the Company and the Subsidiary Guarantors in the execution of any supplemental indenture
authorized or permitted by the terms of this Indenture and make any further appropriate agreements
and stipulations that may be therein contained.




          Notwithstanding anything to the contrary in this Section 9.01, it shall not be necessary for
any Subsidiary Guarantor to join with the Company and the Trustee in the execution of any
supplemental indenture authorized or permitted by the terms of this Indenture unless such
supplemental indenture applies to a series of Securities entitled to the benefit of a Guarantee by
such Subsidiary Guarantor.




SECTION 9.02 With Consent of Holders.




          Except as provided below in this Section 9.02, the Company, the Subsidiary Guarantors and the
Trustee may amend or supplement this Indenture with the written consent (including consents
obtained in connection with a tender offer or exchange offer for Securities of any one or more
series or all series or a solicitation of consents in respect of Securities of any one or more
series or all series, provided that in each case such offer or solicitation is made to all Holders
of then outstanding Securities of each such series (but the terms of such offer or solicitation may
vary from series to series)) of the Holders of at least a majority in principal amount of the then
outstanding Securities of each series affected by such amendment or supplement.




          Upon the request of the Company, accompanied by a Board Resolution, and upon the filing with
the Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt by the Trustee
of the documents described in Section 9.06, the Trustee shall, subject to Section 9.06, join with
the Company and the Subsidiary Guarantors in the execution of such amendment or supplemental
indenture.




          It shall not be necessary for the consent of the Holders under this Section 9.02 to approve
the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if
such consent approves the substance thereof.




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          The Holders of a majority in principal amount of the then outstanding Securities of one or
more series may waive compliance in a particular instance by the Company or any Subsidiary
Guarantor with any provision of this Indenture with respect to Securities of such series (including
waivers obtained in connection with a tender offer or exchange offer for
Securities of such series or a solicitation of consents in respect of Securities of such
series, provided that in each case such offer or solicitation is made to all Holders of then
outstanding Securities of such series (but the terms of such offer or solicitation may vary from
series to series)).




          However, without the consent of each Holder affected, an amendment, supplement or waiver under
this Section 9.02 may not:





     (1) reduce the amount of Securities whose Holders must consent to an amendment,
supplement or waiver;




     (2) reduce the rate of or change the time for payment of interest, including default
interest, on any Security;




     (3) reduce the principal of, any premium on or any mandatory sinking fund payment with
respect to, or change the Stated Maturity of, any Security or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 6.02;




     (4) reduce the premium, if any, payable upon the redemption of any Security or change
the time at which any Security may or shall be redeemed;




     (5) change any obligation of the Company or any Subsidiary Guarantor to pay Additional
Amounts with respect to any Security;




     (6) change the coin or currency or currencies (including composite currencies) in which
any Security or any premium, interest or Additional Amounts with respect thereto are
payable;




     (7) impair the right to institute suit for the enforcement of any payment of principal
of, premium (if any) or interest on or any Additional Amounts with respect to any Security
pursuant to Sections 6.07 and 6.08, except as limited by Section 6.06;




     (8) make any change in the percentage of principal amount of Securities necessary to
waive compliance with certain provisions of this Indenture pursuant to Section 6.04 or 6.07
or make any change in this sentence of Section 9.02;




     (9) modify the provisions of this Indenture with respect to the subordination of any
Security in a manner adverse to the Holder thereof;




     (10) except as provided in Section 11.04, release any Subsidiary Guarantor or modify
the related Guarantee in any manner materially adverse to the Holders; or



46









 






     (11) waive a continuing Default or Event of Default in the payment of principal of,
premium (if any) or interest on or Additional Amounts with respect to the Securities.



          An amendment under this Section 9.02 may not make any change that adversely affects the rights
under Article X of any holder of an issue of Senior Debt unless the holders of the issue pursuant
to its terms consent to the change.




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




          The right of any Holder to participate in any consent required or sought pursuant to any
provision of this Indenture (and the obligation of the Company or any Subsidiary Guarantor to
obtain any such consent otherwise required from such Holder) may be subject to the requirement that
such Holder shall have been the Holder of record of any Securities with respect to which such
consent is required or sought as of a date identified by the Company or such Subsidiary Guarantor
in a notice furnished to Holders in accordance with the terms of this Indenture.




          After an amendment, supplement or waiver under this Section 9.02 becomes effective, the
Company shall mail to the Holders of each Security affected thereby a notice briefly describing the
amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such amendment,
supplement or waiver.




          Notwithstanding anything to the contrary in this Section 9.02, it shall not be necessary for
any Subsidiary Guarantor to join with the Company and the Trustee in the execution of any
supplemental indenture authorized or permitted by the terms of this Indenture unless such
supplemental indenture applies to a series of Securities entitled to the benefit of a Guarantee by
such Subsidiary Guarantor.




SECTION 9.03 Compliance with Trust Indenture Act.




          Every amendment or supplement to this Indenture or the Securities shall comply in form and
substance with the TIA as then in effect.




SECTION 9.04 Revocation and Effect of Consents.




          Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a
continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security
that evidences the same debt as the consenting Holder’s Security, even if notation of the consent
is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent
as to his or her Security or portion of a Security if the Trustee receives written notice of
revocation before a date and time therefor identified by the Company or any Subsidiary Guarantor in
a notice furnished to such Holder in accordance with the terms of this Indenture or, if no such
date and time shall be identified, the date the amendment,




47









 




supplement or waiver becomes effective.
An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter
binds every Holder.




          The Company or any Subsidiary Guarantor may, but shall not be obligated to, fix a record date
(which need not comply with TIA § 316(c)) for the purpose of determining the Holders entitled to
consent to any amendment, supplement or waiver or to take any other action under this Indenture.
If a record date is fixed, then notwithstanding the provisions of the immediately preceding
paragraph, those Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to consent to such amendment, supplement or waiver or to
revoke any consent previously given, whether or not such Persons continue to be Holders after such
record date. No consent shall be valid or effective for more than 90 days after such record date
unless consents from Holders of the principal amount of Securities required hereunder for such
amendment or waiver to be effective shall have also been given and not revoked within such 90-day
period.




          After an amendment, supplement or waiver becomes effective, it shall bind every Holder, unless
it is of the type described in any of clauses (1) through (9) of Section 9.02 hereof. In such
case, the amendment, supplement or waiver shall bind each Holder who has consented to it and every
subsequent Holder that evidences the same debt as the consenting Holder’s Security.




SECTION 9.05 Notation on or Exchange of Securities.




          If an amendment or supplement changes the terms of an outstanding Security, the Company may
require the Holder of the Security to deliver it to the Trustee. The Trustee may place an
appropriate notation on the Security at the request of the Company regarding the changed terms and
return it to the Holder. Alternatively, if the Company so determines, the Company in exchange for
the Security shall issue and the Trustee shall authenticate a new Security that reflects the
changed terms. Failure to make the appropriate notation or to issue a new Security shall not
affect the validity of such amendment or supplement.




          Securities of any series authenticated and delivered after the execution of any amendment or
supplement may, and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such amendment or supplement.




SECTION 9.06 Trustee to Sign Amendments, etc.




          The Trustee shall sign any amendment or supplement authorized pursuant to this Article if the
amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of
the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign
such amendment or supplement, the Trustee shall be entitled to receive, and, shall be fully
protected in relying upon in good faith, an Officers’ Certificate and an Opinion of Counsel
provided at the expense of the Company or a Subsidiary Guarantor as conclusive evidence that such
amendment or supplement is authorized or permitted by this Indenture, that it is not inconsistent
herewith, and that it will be valid and binding upon the Company in accordance with its terms.




48









 








ARTICLE X




SUBORDINATION OF SECURITIES AND GUARANTEES




SECTION 10.01 Securities and Guarantees Subordinated to Senior Debt.




          The Company, the Subsidiary Guarantors and each Holder of a Security of a series, by his
acceptance thereof, agree that (a) the payment of the principal of, premium (if any) and interest
on and any Additional Amounts with respect to each and all the Securities of such series and any
related Guarantee and (b) any other payment in respect of the Securities and any related Guarantee
of such series, including on account of the acquisition or redemption of Securities of such series
by the Company or the Subsidiary Guarantor, as the case may be, is subordinated, to the extent and
in the manner provided in this Article X, to the prior payment in full of all Senior Debt of the
Company, whether outstanding at the date of this Indenture or thereafter created, incurred, assumed
or guaranteed, and that these subordination provisions are for the benefit of the holders of Senior
Debt.




          This Article X shall constitute a continuing offer to all Persons who, in reliance upon such
provisions, become holders of, or continue to hold, Senior Debt, and such provisions are made for
the benefit of the holders of Senior Debt, and such holders are made obligees hereunder and any one
or more of them may enforce such provisions.




SECTION 10.02 No Payment on Securities in Certain Circumstances.




          (a) Unless otherwise provided with respect to the Securities of a series as contemplated by
Section 2.01, no payment shall be made by or on behalf of the Company or the Subsidiary Guarantor,
as the case may be, on account of the principal of, premium (if any) or interest on or any
Additional Amounts with respect to the Securities and any related Guarantees of any series or to
acquire any Securities of such series (including any repurchases of Securities of such series
pursuant to the provisions thereof at the option of the Holder thereof) for cash or property, or on
account of any redemption provisions of Securities of such series, in the event of default in
payment of any principal of, premium (if any) or interest on any Senior Debt of the Company when
the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by
acceleration of maturity or otherwise (a “Payment Default”), unless and until such Payment Default
has been cured or waived or otherwise has ceased to exist or such Senior Debt shall have been
discharged or paid in full.




          (b) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the
foregoing provisions of this Section 10.02, any payment or distribution of assets of the Company or
the Subsidiary Guarantors, as the case may be, shall be received by the Trustee, the Paying Agent
or the Holders of Securities of any series and any related Guarantees at a time when such payment
or distribution was prohibited by the provisions of this Section 10.02, then, unless such payment
or distribution is no longer prohibited by this Section 10.02, such payment or distribution
(subject to the provisions of Section 10.07) shall be received and held in trust by the Trustee,
the Paying Agent or such Holder for the benefit of the holders of Senior Debt of the Company, and
shall be paid or delivered by the Trustee, the Paying Agent or such Holders, as the case may be, to
the holders of Senior Debt of the Company remaining




49









 




unpaid or unprovided for or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such Senior Debt of the
Company may have been issued, ratably, according to the aggregate amounts remaining unpaid on
account of such Senior Debt of the Company held or represented by each, for application to the
payment of all Senior Debt in full after giving effect to all concurrent payments and distributions
to or for the holders of such Senior Debt.





			
	SECTION 10.03	 	Securities and Guarantees Subordinated to Prior Payment of All Senior Debt on
Dissolution, Liquidation or Reorganization.





          Upon any distribution of assets of the Company or the Subsidiary Guarantors, as the case may
be, or upon any dissolution, winding up, total or partial liquidation or reorganization of the
Company or the Subsidiary Guarantors, as the case may be, whether voluntary or involuntary, in
bankruptcy, insolvency, receivership or similar proceeding or upon assignment for the benefit of
creditors:





     (1) the holders of all Senior Debt of the Company shall first be entitled to receive
payments in full before the Holders of Securities of any series and any related Guarantees
are entitled to receive any payment on account of the principal of, premium (if any) or
interest on or any Additional Amounts with respect to Securities of such series and any
related Guarantees;




     (2) any payment or distribution of assets of the Company or the Subsidiary Guarantors,
as the case may be, of any kind or character, whether in cash, property or securities, to
which the Holders of Securities of any series and any related Guarantees, or the Trustee on
behalf of such Holders would be entitled, except for the provisions of this Article X, shall
be paid by the liquidating trustee or agent or other Person making such a payment or
distribution directly to the holders of such Senior Debt or their representative, ratably
according to the respective amounts of Senior Debt held or represented by each, to the
extent necessary to make payment in full of all such Senior Debt remaining unpaid after
giving effect to all concurrent payments and distributions to the holders of such Senior
Debt; and




     (3) in the event that, notwithstanding the foregoing, any payment or distribution of
assets of the Company or the Subsidiary Guarantors, as the case may be, of any kind or
character, whether in cash, property or securities, shall be received by the Trustee or the
Holders of Securities of any series and any related Guarantees or any Paying Agent (or, if
the Company, the Subsidiary Guarantor or any other Subsidiary is acting as the Paying Agent,
money for any such payment or distribution shall be segregated or held in trust) on account
of the principal of, premium (if any) or interest on or any Additional Amounts with respect
to the Securities of such series and any related Guarantees before all Senior Debt of the
Company is paid in full, such payment or distribution (subject to the provisions of Section
10.07) shall be received and held in trust by the Trustee or such Holder or Paying Agent for
the benefit of the holders of such Senior Debt, or their respective representatives, ratably
according to the respective amounts of such Senior Debt held or represented by each, to the
extent necessary to make payment as provided herein of all such Senior Debt remaining unpaid
after giving effect



50









 







to all concurrent payments and distributions and all provisions therefor to or for the
holders of such Senior Debt, but only to the extent that as to any holder of such Senior
Debt, as promptly as practical following notice from the Trustee to the holders of such
Senior Debt or their representatives that such prohibited payment has been received by the
Trustee, Holder(s) or Paying Agent (or has been segregated as provided above), such holder
(or a representative therefor) notifies the Trustee of the amounts then due and owing on
such Senior Debt, if any, held by such holder and only the amounts specified in such notices
to the Trustee shall be paid to the holders of such Senior Debt.



SECTION 10.04 Subrogation to Rights of Holders of Senior Debt.




          Subject to the payment in full of all Senior Debt of the Company as provided herein, the
Holders of the Securities of any series and any related Guarantees shall be subrogated (to the
extent of the payments or distributions made to the holders of such Senior Debt pursuant to the
provisions of this Article X) to the rights of the holders of such Senior Debt to receive payments
or distributions of assets of the Company or the Subsidiary Guarantors, as the case may be,
applicable to the Senior Debt until all amounts owing on the Securities of such series and any
related Guarantees shall be paid in full. For the purpose of such subrogation, no such payments or
distributions to the holders of such Senior Debt by the Company or the Subsidiary Guarantors, as
the case may be, or by or on behalf of the Holders of the Securities of such series and any related
Guarantees by virtue of this Article X, which otherwise would have been made to such Holders shall,
as between the Company or the Subsidiary Guarantors, as the case may be, and such Holders, be
deemed to be payment by the Company or the Subsidiary Guarantors, as the case may be, or on account
of such Senior Debt, it being understood that the provisions of this Article X are and are intended
solely for the purpose of defining the relative rights of the Holders of the Securities of a series
and any related Guarantees, on the one hand, and the holders of such Senior Debt, on the other
hand.




          If any payment or distribution to which the Holders of the Securities and any related
Guarantees would otherwise have been entitled but for the provisions of this Article X shall have
been applied, pursuant to the provisions of this Article X, to the payment of amounts payable under
Senior Debt of the Company, then such Holders shall be entitled to receive from the holders of such
Senior Debt any payments or distributions received by such holders of Senior Debt in excess of the
amount sufficient to pay all amounts payable under or in respect of such Senior Debt in full.




SECTION 10.05     Obligations of the Company and the Subsidiary Guarantors Unconditional.




          Nothing contained in this Article X or elsewhere in this Indenture or in the Securities is
intended to or shall impair, as between the Company or the Subsidiary Guarantors, as the case may
be, and the Holders of the Securities of any series and any related Guarantees, the obligation of
the Company or the Subsidiary Guarantors, as the case may be, which is absolute and unconditional,
to pay to such Holders the principal of such series, premium (if any) and interest on and any
Additional Amounts with respect to the Securities of such series and any related Guarantees of such
series as and when the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of such Holders



51









 




and creditors of the Company or the Subsidiary Guarantors, as the case may be, other than the
holders of the Senior Debt, nor shall anything herein or therein prevent the Trustee or any Holder
from exercising all remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article X, of the holders of Senior Debt in
respect of cash, property or securities of the Company or the Subsidiary Guarantors, as the case
may be, received upon the exercise of any such remedy. Notwithstanding anything to the contrary in
this Article X or elsewhere in this Indenture or in the Securities, upon any distribution of assets
of the Company or the Subsidiary Guarantors, as the case may be, referred to in this Article X, the
Trustee, subject to the provisions of Sections 7.01 and 7.02, and the Holders of the Securities and
any related Guarantee shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which such dissolution, winding up, liquidation or reorganization
proceedings are pending, or a certificate of the liquidating trustee or agent or other Person
making any distribution to the Trustee or to such Holders for the purpose of ascertaining the
Persons entitled to participate in such distribution, the holders of the Senior Debt and other Debt
of the Company or any Subsidiary Guarantors, as the case may be, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article X so long as such court has been apprised of the provisions of, or the order,
decree or certificate makes reference to, the provisions of this Article X.




SECTION 10.06 Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice.




          The Trustee shall not at any time be charged with knowledge of the existence of any facts that
would prohibit the making of any payment to or by the Trustee unless and until a Responsible
Officer of the Trustee or any Paying Agent shall have received, no later than two Business Days
prior to such payment, written notice thereof from the Company or the Subsidiary Guarantor, as the
case may be, or from one or more holders of Senior Debt or from any representative thereof and,
prior to the receipt of any such written notice, the Trustee, subject to the provisions of Sections
7.01 and 7.02, shall be entitled in all respects conclusively to assume that no such fact exists.




          Subject to the provisions of Sections 7.01 and 7.02, the Trustee shall be entitled to rely on
the delivery to it of a written notice by a Person representing himself to be a holder of Senior
Debt (or a representative thereof) to establish that such notice has been given by a holder of
Senior Debt (or a representative thereof). In the event that the Trustee determines in good faith
that further evidence is required with respect to the right of any Person as a holder of Senior
Debt to participate in any payment or distribution pursuant to this Article, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of the Senior Debt held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the rights of such
Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment
to such Person pending judicial determination as to the right of such Person to receive such
payment.




SECTION 10.07 Application by Trustee of Amounts Deposited with It.




          Amounts deposited in trust with the Trustee pursuant to and in accordance with Article VIII
shall be for the sole benefit of Holders of Securities of the series for the benefit of



52









 




which such amounts were deposited, and, to the extent allocated for the payment of Securities
and any related Guarantees of such series, shall not be subject to the subordination provisions of
this Article X. Otherwise, any deposit of assets with the Trustee or the Paying Agent (whether or
not in trust) for the payment of principal of, premium (if any) or interest on or any Additional
Amounts with respect to any Securities of such series and any related Guarantees shall be subject
to the provisions of Sections 10.01, 10.02, 10.03 and 10.04; provided that if prior to two Business
Days preceding the date on which by the terms of this Indenture any such assets may become
distributable for any purpose (including, without limitation, the payment of either principal of,
premium (if any) or interest on or any Additional Amounts with respect to any Security and any
related Guarantees), a Responsible Officer of the Trustee or such Paying Agent shall not have
received with respect to such assets the written notice provided for in Section 10.06, then the
Trustee or such Paying Agent shall have full power and authority to receive such assets and to
apply the same to the purpose for which they were received, and shall not be affected by any notice
to the contrary that may be received by it on or after such date; and provided further that nothing
contained in this Article X shall prevent the Company or the Subsidiary Guarantors, as the case may
be, from making, or the Trustee from receiving or applying, any payment in connection with the
redemption of Securities of a series if the first publication of notice of such redemption (whether
by mail or otherwise in accordance with this Indenture) has been made, and the Trustee has received
such payment from the Company or the Subsidiary Guarantors, as the case may be, prior to the
occurrence of any of the contingencies specified in Section 10.02 or 10.03.





			
	SECTION 10.08	 	Subordination Rights Not Impaired by Acts or Omissions of the Company, the Subsidiary
Guarantors or Holders of Senior Debt.





          No right of any present or future holders of any Senior Debt to enforce subordination
provisions contained in this Article X shall at any time in any way be prejudiced or impaired by
any act or failure to act on the part of the Company or the Subsidiary Guarantors, as the case may
be, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company or the Subsidiary Guarantors, as the case may be, with the terms of this Indenture,
regardless of any knowledge thereof that any such holder may have or be otherwise charged with.
The holders of Senior Debt may extend, renew, modify or amend the terms of the Senior Debt or any
security therefor and release, sell or exchange such security and otherwise deal freely with the
Company or the Subsidiary Guarantors, as the case may be, all without affecting the liabilities and
obligations of the parties to this Indenture or the Holders of the Securities of any series and any
related Guarantees.




SECTION 10.09 Trustee to Effectuate Subordination of Securities.




          Each Holder of a Security of any series and any related Guarantees by his acceptance thereof
authorizes and expressly directs the Trustee on his behalf to take such action as may be necessary
or appropriate to effectuate the subordination provisions contained in this Article X and to
protect the rights of the Holders of the Securities and any related Guarantee of such series
pursuant to this Indenture, and appoints the Trustee his attorney-in-fact for such purpose,
including, in the event of any dissolution, winding up, liquidation or reorganization of the
Company or the Subsidiary Guarantors, as the case may be (whether in bankruptcy, insolvency or
receivership proceedings or upon an assignment for the benefit of creditors of the




53









 




Company or the Subsidiary Guarantors, as the case may be), the filing of a claim for the
unpaid balance of his Securities and any related Guarantees in the form required in said
proceedings and cause said claim to be approved. If the Trustee does not file a proper claim or
proof of debt in the form required in such proceeding prior to 30 days before the expiration of the
time to file such claim or claims, then the holders of the Senior Debt or their representative is
hereby authorized to have the right to file and is hereby authorized to file an appropriate claim
for and on behalf of the Holders of Securities of such series and any related Guarantees. Nothing
contained herein shall be deemed to authorize the Trustee or the holders of Senior Debt or their
representative to authorize or consent to or accept or adopt on behalf of any Holder of Securities
of any series and any related Guarantees any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of such series and any related Guarantees or the rights of any
Holder thereof, or to authorize the Trustee or the holders of Senior Debt or their representative
to vote in respect of the claim of any Holder of the Securities of such series and any related
Guarantees in any such proceeding.




SECTION 10.10 Right of Trustee to Hold Senior Debt.




          The Trustee in its individual capacity shall be entitled to all of the rights set forth in
this Article X in respect of any Senior Debt at any time held by it to the same extent as any other
holder of Senior Debt, and nothing in this Indenture shall be construed to deprive the Trustee of
any of its rights as such holder.




          Nothing in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 7.07.




SECTION 10.11 Article X Not to Prevent Events of Default.




          The failure to make a payment on account of principal of or premium (if any) or interest on
the Securities of any series and any related Guarantees by reason of any provision of this Article
X shall not be construed as preventing the occurrence of a Default or an Event of Default under
Section 6.01 with respect to Securities of such series and any related Guarantees or in any way
prevent the Holders of the Securities of such series and any related Guarantees from exercising any
right hereunder other than the right to receive payment on the Securities of such series and any
related Guarantees.




SECTION 10.12 No Fiduciary Duty of Trustee to Holders of Senior Debt.




          With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe
only such of its covenants and obligations as are specifically set forth in this Article, and no
implied covenants or obligations with respect to the holders of such Senior Debt shall be read into
this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Debt, and shall not be liable to any such holders (other than for its willful
misconduct or negligence) if it shall in good faith mistakenly pay over or distribute to the
Holders of the Securities of any series and any related Guarantees or the Company or the Subsidiary
Guarantors, as the case may be, or any other Person, cash, property or securities to which any
holders of Senior Debt shall be entitled by virtue of this Article X or otherwise. Nothing in this
Section 10.12 shall affect the obligation of any other such Person to




54









 




hold such payment for the benefit of, and to pay such payment over to, the holders of Senior
Debt or their representative.




SECTION 10.13 Article Applicable to Paying Agent.




          In case at any time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term “Trustee” as used in this Article X shall in such
case (unless the context shall otherwise require) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article X in addition to or in place of the Trustee; provided, however, that this
Section 10.13 shall not apply to the Company, any Subsidiary Guarantor or any other Subsidiary if
the Company, such Subsidiary Guarantor or such other Subsidiary acts as Paying Agent.




ARTICLE XI




GUARANTEE




SECTION 11.01 Guarantee.



          (a) Notwithstanding any provision of this Article XI to the contrary, the provisions of this
Article XI relating to the Subsidiary Guarantors shall be applicable only to, and inure solely to
the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to
the benefits of the related Guarantee of each of the Subsidiary Guarantors.




          (b) For value received, each of the Subsidiary Guarantors hereby fully, unconditionally and
absolutely guarantees (each, a “Guarantee”) to the Holders and to the Trustee the due and punctual
payment of the principal of, and premium, if any, and interest on the Securities and all other
amounts due and payable under this Indenture and the Securities by the Company, when and as such
principal, premium, if any, and interest shall become due and payable, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise, according to the
terms of the Securities and this Indenture, subject to the limitations set forth in Section 11.03
and the subordination provisions contained in Article X.




          (c) Failing payment when due of any amount guaranteed pursuant to the related Guarantee, for
whatever reason, each of the Subsidiary Guarantors will be jointly and severally obligated to pay
the same immediately, subject to the subordination provisions contained in Article X. Each of the
Guarantees hereunder is intended to be a general, unsecured, subordinated obligation of the related
Subsidiary Guarantor and will rank pari passu in right of payment with all Debt of such Subsidiary
Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee.
Each of the Subsidiary Guarantors hereby agrees that its obligations hereunder shall be full,
unconditional and absolute, irrespective of the validity, regularity or enforceability of the
Securities, its Guarantee, the Guarantee of any other Subsidiary Guarantor or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder of the Securities
with respect to any provisions hereof or thereof, the recovery of any judgment against the Company
or any Subsidiary Guarantor, or any
action to enforce the same or any other circumstances which might otherwise constitute a legal




55









 




or equitable discharge or defense of the Subsidiary Guarantors. Each of the Subsidiary Guarantors
hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or
interest on the Securities of such series, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee
on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions
set forth in this Indenture, directly against such Subsidiary Guarantor to enforce such Guarantee
without first proceeding against the Company or any other Subsidiary Guarantor.




          (d) The obligations of each of the Subsidiary Guarantors under this Article XI shall be as
aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited
by any occurrence or condition whatsoever, including, without limitation, (i) any compromise,
settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in,
any of the obligations and liabilities of the Company or any of the Subsidiary Guarantors contained
in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of
the liability of the Company, any of the Subsidiary Guarantors or any of their estates in
bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present
or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the
decision of any court, (iii) the assertion or exercise by the Company, any of the Subsidiary
Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their
delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the
purported assignment of any property as security for the Securities, including all or any part of
the rights of the Company or any of the Subsidiary Guarantors under this Indenture, (v) the
extension of the time for payment by the Company or any of the Subsidiary Guarantors of any
payments or other sums or any part thereof owing or payable under any of the terms and provisions
of the Securities or this Indenture or of the time for performance by the Company or any of the
Subsidiary Guarantors of any other obligations under or arising out of any such terms and
provisions or the extension or the renewal of any thereof, (vi) the modification or amendment
(whether material or otherwise) of any duty, agreement or obligation of the Company or any of the
Subsidiary Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation,
dissolution, sale or other disposition of all or substantially all of the assets, marshaling of
assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding
affecting, the Company or any of the Subsidiary Guarantors or any of their respective assets, or
the disaffirmance of the Securities, the Guarantees or this Indenture in any such proceeding,
(viii) the release or discharge of the Company or any of the Subsidiary Guarantors from the
performance or observance of any agreement, covenant, term or condition contained in any of such
instruments by operation of law, (ix) the unenforceability of the Securities of such series, the
related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or
discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise
constitute a legal or equitable discharge of a surety or guarantor.




          (e) Each of the Subsidiary Guarantors hereby (i) waives diligence, presentment, demand of
payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the
Company or any of the Subsidiary Guarantors, and all demands whatsoever, (ii) acknowledges that any
agreement, instrument or document evidencing its
Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to




56









 




each holder of any agreement, instrument or document evidencing its Guarantee without notice to it
and (iii) covenants that its Guarantee will not be discharged except by complete performance of
such Guarantee. Each of the Subsidiary Guarantors further agrees that if at any time all or any
part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or
returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or
reorganization of the Company or any of the Subsidiary Guarantors, such Guarantee shall, to the
extent that such payment is or must be rescinded or returned, be deemed to have continued in
existence notwithstanding such application, and such Guarantee shall continue to be effective or be
reinstated, as the case may be, as though such application had not been made.




          (f) Each of the Subsidiary Guarantors shall be subrogated to all rights of the Holders and the
Trustee against the Company in respect of any amounts paid by such Subsidiary Guarantor pursuant to
the provisions of this Indenture; provided, however, that such Subsidiary Guarantor shall not be
entitled to enforce or to receive any payments arising out of, or based upon, such right of
subrogation until all of the Securities of such series and the related Guarantees shall have been
paid in full or discharged.




SECTION 11.02 Execution and Delivery of Guarantees.




          To further evidence its Guarantee set forth in Section 11.01, each of the Subsidiary
Guarantors hereby agrees that a notation relating to such Guarantee, substantially in the form
attached hereto as Annex A, shall be endorsed on each Security of the series entitled to the
benefits of such Guarantee authenticated and delivered by the Trustee, which notation of Guarantee
shall be executed by either manual or facsimile signature of an Officer of such Subsidiary
Guarantor. Each of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section
11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security
a notation relating to such Guarantee. If any Officer of such Subsidiary Guarantor whose signature
is on this Indenture or a notation of Guarantee no longer holds that office at the time the Trustee
authenticates such Security or at any time thereafter, the Guarantee of such Security shall be
valid nevertheless. The delivery of any Security of a series entitled to the benefits of a
Guarantee under this Article XI by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Guarantee set forth in this Indenture on behalf of each Subsidiary
Guarantor.




SECTION 11.03 Limitation on Liability of the Subsidiary Guarantors.




          Each Subsidiary Guarantor and by its acceptance hereof each Holder of a Security of a series
entitled to the benefits of a Guarantee under this Article XI hereby confirms that it is the
intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its
Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal or state
law. To effectuate the foregoing intention, the Holders of a Security entitled to the benefits of
such Guarantee and the Subsidiary Guarantors hereby irrevocably agree that the obligations of
each Subsidiary Guarantor under its Guarantee shall be limited to the maximum amount as will, after
giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and to any
collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of
the obligations of such other Subsidiary Guarantor under its Guarantee, result in the




57









 




obligations
of such Subsidiary Guarantor under its Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law.




SECTION 11.04 Release of Subsidiary Guarantors from Guarantee.




          (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary
Guarantor may be released upon the terms and subject to the conditions set forth in this Section
11.04. Provided that no Default shall have occurred and shall be continuing under this Indenture,
any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XI shall be
unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer,
whether by way of merger or otherwise, to any Person that is not an Affiliate of the Company, of
all of the Company’s direct or indirect equity interests in such Subsidiary Guarantor (provided
such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such
Subsidiary Guarantor into the Company or any other Subsidiary Guarantor or the liquidation and
dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this
Indenture) or (ii) following delivery of a written notice of such release or discharge by the
Company to the Trustee, upon the release or discharge of all guarantees by such Subsidiary
Guarantor of any Debt of the Company other than obligations arising under this Indenture and any
Securities issued hereunder, except a discharge or release by or as a result of payment under such
guarantees.




          (b) The Trustee shall deliver an appropriate instrument evidencing any release of a Subsidiary
Guarantor from its Guarantee upon receipt of a written request of the Company accompanied by an
Officers’ Certificate and an Opinion of Counsel that the Subsidiary Guarantor is entitled to such
release in accordance with the provisions of this Indenture. If the Subsidiary Guarantor is not so
released it shall remain liable for the full amount of principal of (and premium, if any, on) and
interest on the Securities entitled to the benefits of such Guarantee as provided in this
Indenture, subject to the limitations of Section 11.03.




SECTION 11.05 Contribution.




          In order to provide for just and equitable contribution among the Subsidiary Guarantors, the
Subsidiary Guarantors hereby agree, inter se, that in the event any payment or distribution is made
by any Subsidiary Guarantor (a “Funding Guarantor”) under its Guarantee, such Funding Guarantor
shall be entitled to a contribution from each other Subsidiary Guarantor (as applicable) in a pro
rata amount based on the net assets of each Subsidiary Guarantor (including the Funding Guarantor)
for all payments, damages and expenses incurred by that Funding Guarantor in discharging the
Company’s obligations with respect to the Securities of a series entitled to the benefits of a
Guarantee under this Article XI or any other Subsidiary Guarantor’s obligations with respect to its
Guarantee of such series of Securities.



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ARTICLE XII




MISCELLANEOUS




SECTION 12.01 Trust Indenture Act Controls.




          If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by
operation of TIA § 318(c), the imposed duties shall control.




SECTION 12.02 Notices.




          Any notice or communication by the Company, any Subsidiary Guarantor or the Trustee to the
other is duly given if in writing and delivered in person or mailed by first-class mail (registered
or certified, return receipt requested), telex, facsimile or overnight air courier guaranteeing
next day delivery, to the other’s address:



If to the Company or any Subsidiary Guarantor:



Bristow Group Inc.

2000 W. Sam Houston Pkwy. S.,

Suite 1700

Houston, Texas 77042

Attn: Randall A. Stafford

Telephone: (713) 267-7600

Facsimile: (713) ___-_____



If to the Trustee:



U.S. Bank National Association

Goodwin Square

225 Asylum Street

Hartford, CT 06103

Attn: Corporate Trust Services



Telephone: (860) 241-6815

Facsimile: (860) 241-6897




          The Company, any Subsidiary Guarantor or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.




          All notices and communications shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if by facsimile; and the next Business Day after
timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.




59









 





          Any notice or communication to a Holder shall be mailed by first-class mail, postage prepaid,
to the Holder’s address shown on the register kept by the Registrar. Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders.




          If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it, except in the case of
notice to the Trustee, it is duly given only when received.




          If the Company or a Subsidiary Guarantor mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.




          All notices or communications, including without limitation notices to the Trustee, the
Company or a Subsidiary Guarantor by Holders, shall be in writing, except as otherwise set forth
herein.




          In case by reason of the suspension of regular mail service, or by reason of any other cause,
it shall be impossible to mail any notice required by this Indenture, then such method of
notification as shall be made with the approval of the Trustee shall constitute a sufficient
mailing of such notice.




SECTION 12.03 Communication by Holders with Other Holders.




          Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their
rights under this Indenture or the Securities. The Company, the Subsidiary Guarantors, the
Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).




SECTION 12.04 Certificate and Opinion as to Conditions Precedent.




          Upon any request or application by the Company or a Subsidiary Guarantor to the Trustee to
take any action under this Indenture, the Company or such Subsidiary Guarantor shall, if requested
by the Trustee, furnish to the Trustee at the expense of the Company or such Subsidiary Guarantor,
as the case may be:





     (1) an Officers’ Certificate (which shall include the statements set forth in
Section 12.05) stating that, in the opinion of the signers, all conditions precedent and
covenants, if any, provided for in this Indenture relating to the proposed action have been
complied with; and




     (2) an Opinion of Counsel (which shall include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been complied with.



SECTION 12.05 Statements Required in Certificate or Opinion.




          Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply
with the provisions of TIA § 314(e) and shall include:




60









 









     (1) a statement that the Person making such certificate or opinion has read such
covenant or condition;




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




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




     (4) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with.



SECTION 12.06 Rules by Trustee and Agents.




          The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
or the Paying Agent may make reasonable rules and set reasonable requirements for its functions.




SECTION 12.07 Legal Holidays.




          If a payment date is a Legal Holiday at a Place of Payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.




SECTION 12.08 No Recourse Against Others.




          A director, officer, employee, stockholder, partner or other owner of the Company, a
Subsidiary Guarantor or the Trustee, as such, shall not have any liability for any obligations of
the Company under the Securities, for the obligations of any Subsidiary Guarantor under any
Guarantee, or for any obligations of the Company, any Subsidiary Guarantor or the Trustee under
this Indenture or for any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting a Security waives and releases all such liability. The waiver
and release shall be part of the consideration for the issue of Securities.




SECTION 12.09 Governing Law.




          THIS INDENTURE, THE SECURITIES AND THE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




SECTION 12.10 No Adverse Interpretation of Other Agreements.




          This Indenture may not be used to interpret another indenture, loan or debt agreement of the
Company, any Subsidiary Guarantor or any other Subsidiary. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.




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SECTION 12.11 Successors.




          All agreements of the Company and each of the Subsidiary Guarantors in this Indenture and the
Securities shall bind their successors. All agreements of the Trustee in this Indenture shall bind
its successors.




SECTION 12.12 Severability.




          In case any provision in this Indenture or in the Securities or in any Guarantee shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall, to the fullest extent permitted by applicable law, not in any way be affected or
impaired thereby.




SECTION 12.13 Counterpart Originals.




          The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.




SECTION 12.14 Table of Contents, Headings, etc.




          The table of contents, cross-reference table and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions hereof.




62









 








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




	 	 	 	 	 
	 	 	BRISTOW GROUP INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	AIR LOGISTICS, L.L.C.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	AIR LOGISTICS OF ALASKA, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	AIRLOG INTERNATIONAL, LTD.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:





	 	 	 	
, 	 
	 

	 	 

         as Trustee
	 







	 	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






63









 





ANNEX A



NOTATION OF GUARANTEE




          Each of the Subsidiary Guarantors (which term includes any successor Person under the
Indenture) has fully, unconditionally and absolutely guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture, the due and punctual payment of the
principal of, and premium, if any, and interest on the Securities and all other amounts due and
payable under the Indenture and the Securities by the Company.




          The obligations of the Subsidiary Guarantors to the Holders of Securities and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenture
and reference is hereby made to the Indenture for the precise terms of the Guarantee.




	 	 	 	 	 
	 	 	[NAME OF SUBSIDIARY GUARANTOR]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 






A-1