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EXHIBIT 4.1  






USA INTERACTIVE,  


as Issuer  


USANi LLC,  


as Guarantor  


 AND  


JPMORGAN CHASE BANK,  


as Trustee  


 7.00% Senior Notes Due 2013  




INDENTURE  


Dated as of December 16, 2002  













 
 

CROSS-REFERENCE TABLE    
  


Certain
Sections of this Indenture relating to Sections 310 through 318,

inclusive, of the Trust Indenture Act of 1939: 



	TIA

Section
	 	Indenture

Section

	310(a)(1)	 	7.9; 7.10
	      (a)(2)	 	7.10
	      (a)(3)	 	N.A.
	      (a)(4)	 	N.A.
	      (b)	 	7.8; 7.10
	      (c)	 	N.A.
	311(a)	 	7.11
	      (b)	 	7.11
	      (c)	 	N.A.
	312(a)	 	2.5
	      (b)	 	11.3
	      (c)	 	11.3
	313(a)	 	7.6
	      (b)(1)	 	N.A.
	      (b)(2)	 	7.6
	      (c)	 	7.6
	      (d)	 	7.6
	314(a)	 	4.7
	      	 	4.3; 11.2
	      (b)	 	N.A.
	      (c)(1)	 	11.3
	      (c)(2)	 	11.3
	      (c)(3)	 	N.A.
	      (d)	 	N.A.
	      (e)	 	11.5
	      (f)	 	4.3
	315(a)	 	7.1
	      (b)	 	7.5
	      (c)	 	7.1
	      (d)	 	7.1
	      (e)	 	6.11
	316(a)(last sentence)	 	11.6
	      (a)(1)(A)	 	6.5
	      (a)(1)(B)	 	6.4
	      (a)(2)	 	N.A.
	      (b)	 	6.7
	317(a)(1)	 	6.8
	      (a)(2)	 	6.9
	      (b)	 	2.4
	318(a)	 	11.1







N.A.
means Not Applicable. 



	Note:	 	This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture.








  



 
 

TABLE OF CONTENTS    
  



	 
	 	Page

	ARTICLE I Definitions and Incorporation by Reference	 	1
	 	SECTION 1.1.    Definitions	 	1
	 	SECTION 1.2.    Other Definitions	 	5
	 	SECTION 1.3.    Incorporation by Reference of Trust Indenture Act	 	6
	 	SECTION 1.4.    Rules of Construction	 	6
	 	SECTION 1.5.    One Class of Securities	 	7
	

ARTICLE II The Securities	
 	

7
	 	SECTION 2.1.    Form and Dating	 	7
	 	SECTION 2.2.    Execution and Authentication	 	11
	 	SECTION 2.3.    Registrar and Paying Agent	 	12
	 	SECTION 2.4.    Paying Agent To Hold Money in Trust	 	12
	 	SECTION 2.5.    Securityholder Lists	 	13
	 	SECTION 2.6.    Transfer and Exchange	 	13
	 	SECTION 2.7.    [Intentionally Omitted]	 	16
	 	SECTION 2.8.    Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S	 	16
	 	SECTION 2.9.    Business Days	 	16
	 	SECTION 2.10.    Replacement Securities	 	16
	 	SECTION 2.11.    Outstanding Securities	 	16
	 	SECTION 2.12.    Temporary Securities	 	16
	 	SECTION 2.13.    Cancellation	 	17
	 	SECTION 2.14.    Defaulted Interest	 	17
	 	SECTION 2.15.    CUSIP Numbers	 	17
	 	SECTION 2.16.    Issuance of Additional Securities	 	17
	

ARTICLE III Redemption	
 	

18
	 	SECTION 3.1.    Notices to Trustee	 	18
	 	SECTION 3.2.    Selection of Securities to be Redeemed	 	18
	 	SECTION 3.3.    Notice of Redemption	 	19
	 	SECTION 3.4.    Effect of Notice of Redemption	 	19
	 	SECTION 3.5.    Deposit of Redemption Price	 	19
	 	SECTION 3.6.    Securities Redeemed in Part	 	20
	

ARTICLE IV Covenants	
 	

20
	 	SECTION 4.1.    Payment of Securities	 	20
	 	SECTION 4.2.    Limitations on Liens	 	20
	 	SECTION 4.3.    Compliance Certificate	 	22
	 	SECTION 4.4.    Further Instruments and Acts	 	22
	 	SECTION 4.5.    Maintenance of Office or Agency	 	22
	 	SECTION 4.6.    Existence	 	22
	 	SECTION 4.7.    SEC Reports	 	22
	

ARTICLE V Successor Issuer or Guarantor	
 	

22
	 	SECTION 5.1.    When the Issuer or the Guarantor May Merge or Transfer Assets	 	22



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ARTICLE VI Defaults and Remedies	
 	

23
	 	SECTION 6.1.    Events of Default	 	23
	 	SECTION 6.2.    Acceleration	 	25
	 	SECTION 6.3.    Other Remedies	 	25
	 	SECTION 6.4.    Waiver of Past Defaults	 	26
	 	SECTION 6.5.    Control by Majority	 	26
	 	SECTION 6.6.    Limitation on Suits	 	26
	 	SECTION 6.7.    Rights of Holders To Receive Payment	 	27
	 	SECTION 6.8.    Collection Suit by Trustee	 	27
	 	SECTION 6.9.    Trustee May File Proofs of Claim	 	27
	 	SECTION 6.10.    Priorities	 	27
	 	SECTION 6.11.    Undertaking for Costs	 	27
	 	SECTION 6.12.    Waiver of Stay or Extension Laws	 	28
	

ARTICLE VII Trustee	
 	

28
	 	SECTION 7.1.    Duties of Trustee	 	28
	 	SECTION 7.2.    Rights of Trustee	 	29
	 	SECTION 7.3.    Individual Rights of Trustee	 	30
	 	SECTION 7.4.    Trustee's Disclaimer	 	30
	 	SECTION 7.5.    Notice of Defaults	 	30
	 	SECTION 7.6.    Reports by Trustee to Holders	 	30
	 	SECTION 7.7.    Compensation and Indemnity	 	30
	 	SECTION 7.8.    Replacement of Trustee	 	31
	 	SECTION 7.9.    Successor Trustee by Merger	 	32
	 	SECTION 7.10.    Eligibility; Disqualification	 	33
	 	SECTION 7.11.    Preferential Collection of Claims Against the Issuer	 	33
	

ARTICLE VIII Discharge of Indenture; Defeasance	
 	

33
	 	SECTION 8.1.    Discharge of Liability on Securities; Defeasance	 	33
	 	SECTION 8.2.    Conditions to Defeasance	 	34
	 	SECTION 8.3.    Application of Trust Money	 	35
	 	SECTION 8.4.    Repayment to the Issuer	 	35
	 	SECTION 8.5.    Indemnity for Government Obligations	 	35
	 	SECTION 8.6.    Reinstatement	 	36
	

ARTICLE IX Amendments	
 	

36
	 	SECTION 9.1.    Without Consent of Holders	 	36
	 	SECTION 9.2.    With Consent of Holders	 	37
	 	SECTION 9.3.    Compliance with Trust Indenture Act	 	38
	 	SECTION 9.4.    Revocation and Effect of Consents and Waivers	 	38
	 	SECTION 9.5.    Notation on or Exchange of Securities	 	38
	 	SECTION 9.6.    Trustee To Sign Amendments	 	38
	 	SECTION 9.7.    Payment for Consent	 	38
	

ARTICLE X Guarantee	
 	

39
	 	SECTION 10.1.    Guarantee	 	39
	 	SECTION 10.2.    Limitation on Liability; Termination, Release and Discharge	 	40
	 	SECTION 10.3.    No Subrogation	 	40



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ARTICLE XI Miscellaneous	
 	

41
	 	SECTION 11.1.    Trust Indenture Act Controls	 	41
	 	SECTION 11.2.    Notices	 	41
	 	SECTION 11.3.    Communication by Holders with other Holders	 	41
	 	SECTION 11.4.    Certificate and Opinion as to Conditions Precedent	 	42
	 	SECTION 11.5.    Statements Required in Certificate or Opinion	 	42
	 	SECTION 11.6.    When Securities Disregarded	 	42
	 	SECTION 11.7.    Rules by Trustee, Paying Agent and Registrar	 	42
	 	SECTION 11.8.    Governing Law	 	43
	 	SECTION 11.9.    No Recourse Against Others	 	43
	 	SECTION 11.10.    Successors	 	43
	 	SECTION 11.11.    Multiple Originals	 	43
	 	SECTION 11.12.    Variable Provisions	 	43
	 	SECTION 11.13.    Qualification of Indenture	 	43
	 	SECTION 11.14.    Table of Contents; Headings	 	43





Exhibit A—Form
of Initial Security

Exhibit B—Form of Exchange Security

Exhibit C—Form of Certificate (transfers pursuant to Regulation S) 


iii









        INDENTURE, dated as of December 16, 2002, among USA Interactive, a Delaware corporation (the "Issuer"), USANi LLC, a limited
liability company organized under the laws of the state of Delaware (the "Guarantor"), and JPMorgan Chase Bank, a New York banking corporation, as trustee (the
"Trustee"). 


        Each
party agrees as follows for the benefit of the other party and for the equal and ratable benefit of Holders of the Issuer's 7.00% Senior Notes due 2013 (the
"Initial Securities") and, if and when issued in exchange for Initial Securities as provided in the Registration Rights Agreement, the Issuer's 7.00%
Senior Notes due 2013 (the "Exchange Securities" and, together with the Initial Securities and any Additional Securities, the
"Securities"): 


 
 

ARTICLE I    
    
    Definitions and Incorporation by Reference    
  


        SECTION 1.1.    Definitions.


        "Additional
Interest" shall have the meaning assigned to such term in the Registration Rights Agreement. 



        "Additional
Securities" means 7.00% Senior Notes due 2013 issued from time to time after the Issue Date under the terms of this Indenture (other than pursuant to Sections 2.6, 2.10,
2.12, 3.6 and 9.5 of this Indenture, in the case of Securities that are not already Additional Securities, and other than Exchange Securities issued pursuant to an exchange offer for the other
Securities outstanding under this Indenture). 


        "Board
of Directors" or "Board" means, with respect to any Person, the Board of Directors of such Person or any committee thereof duly authorized to act on behalf of such Board of
Directors. 


        "Business
Day" means a day which is not, in New York City, a Saturday, Sunday, legal holiday or other day on which banking institutions are authorized or obligated by law to close. 


        "Capital
Stock" of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated)
equity of such Person, including any preferred stock, partnership interests and limited liability company membership interests, but excluding any debt securities convertible into such equity. 


        "Code"
means the Internal Revenue Code of 1986, as amended. 


        "Consolidated
Net Assets" means, as to the Issuer, as of any particular time the aggregate amount of assets of the Issuer and its consolidated Subsidiaries at the end of the most
recently completed fiscal quarter after deducting therefrom, to the extent otherwise included, all current liabilities except for (a) notes and loans payable, (b) current maturities of
long-term debt and (c) current maturities of obligations under capital leases, all as set forth on the consolidated balance sheet of the Issuer and its consolidated Subsidiaries as
of the end of such fiscal quarter (which may be year end) and computed in accordance with GAAP. 



        "Control"
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise
voting power, by contract or otherwise. A Person shall be deemed to Control another Person if such Person (i) is an officer or director of such other Person or (ii) directly or
indirectly owns or controls 10% or more of such other Person's capital stock. "Controlling" and "Controlled" have meanings correlative thereof. 


        "Corporate
Trust Office" means the principal office of the Trustee at which, at any particular time, its corporate trust business shall be administered; which office at the date of the
execution of this instrument is located at 4 New York Plaza, 15th Floor, New York, New York 10004, Attention: Institutional Trust Services or at any other time at such other address as the Trustee may
designate from time to time by notice to the Holders. 





 



        "Default"
means any event which is, or after notice or passage of time or both would be, an Event of Default. 



        "DTC"
means The Depository Trust Company, its nominees and their respective successors and assigns. 


        "Exchange
Act" means the Securities Exchange Act of 1934, as amended. 


        "GAAP"
means generally accepted accounting principles in the United States of America as in effect from time to time. 


        "guarantee"
means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and any obligation, direct or indirect,
contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of
partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part); provided, however, that the term "guarantee" will not include endorsements for collection or deposit in the
ordinary course of business. The term "guarantee" used as a verb has a corresponding meaning. 


        "Guarantee"
means the guarantee of payment of the Securities by the Guarantor pursuant to the terms of this Indenture. 


        "Holder"
or "Securityholder" means the Person in whose name a Security is registered on the Registrar's books. 


        "Incur"
means issue, assume, guarantee, incur or otherwise become liable for. 


        "Indebtedness"
means, with respect to any Person, obligations (other than Non-Recourse Obligations, the Securities or the Guarantee) of such Person for borrowed money or
evidenced by bonds, debentures, notes or similar instruments. 



        "Indenture"
means this Indenture, as amended or supplemented from time to time. 


        "Initial
Purchasers" means Lehman Brothers Inc. and J.P. Morgan Securities Inc. 


        "Issue
Date" means December 16, 2002. 


        "Nonrecourse
Obligation" means indebtedness or other obligations substantially related to (i) the acquisition of assets not previously owned by the Issuer, the Guarantor or any of
their respective Subsidiaries or (ii) the financing of a project involving the development or expansion of properties of the Issuer, the Guarantor or any of their respective Subsidiaries, as to
which the obligee with respect to such indebtedness or obligation has no recourse to the Issuer, the Guarantor or any of their respective Subsidiaries or any assets of the Issuer, the Guarantor or any
of their respective Subsidiaries other than the assets which were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds
thereof). 


        "Officer"
means the Chairman of the Board, the Chief Executive Officer, the President, the Vice Chairman, any Vice President, the Treasurer, the Chief Financial Officer or the Secretary
of the Issuer, as applicable. 


        "Officers'
Certificate" means a certificate signed by any two Officers of the Issuer. 



        "Old
Indenture" means the Indenture, dated as of November 13, 1998, as amended from time to time, among the Issuer, the Guarantor, the guarantors parties thereto and The Chase
Manhattan Bank (now JPMorgan Chase Bank), as trustee, relating to the Old Notes. 


2





 



        "Old
Notes" means the $500,000,000 aggregate principal amount of the 63/4% Senior Notes due 2005 co-issued by the Issuer and the Guarantor pursuant to the Old
Indenture. 


        "Opinion
of Counsel" means a written opinion from Covington & Burling or any other legal counsel to the Issuer who is reasonably acceptable to the Trustee. The counsel may be an
employee of or counsel to the Issuer. 


        "Person"
means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or
any agency or political subdivision thereof. 


        "Principal"
means the principal of the Security plus the premium, if any, payable on the Security which is due or overdue or is to become due at the relevant time;  provided, however, that for purposes of
calculating any such premium, the term "principal" shall not include the premium with respect to which such
calculation is being made. 


        "Purchase
Agreement" means the Purchase Agreement dated December 11, 2002 among the Issuer, the Guarantor and the Initial Purchasers. 


        "Registered
Exchange Offer" means the offer by the Issuer, pursuant to the Registration Rights Agreement, to certain Holders of Initial Securities, to issue and deliver to such Holders,
in exchange for the Initial Securities and the Guarantee, a like aggregate principal amount of Exchange Securities and any guarantee thereof registered under the Securities Act. 


        "Registration
Rights Agreement" means the Exchange and Registration Rights Agreement, dated as of December 16, 2002, among the Issuer, the Guarantor and the Initial Purchasers. 



        "Restricted
Period" means the 40 consecutive days beginning on and including the later of (A) the day on which the Initial Securities are offered to persons other than
distributors (as defined in Regulation S under the Securities Act) and (B) the Issue Date or the date on which any Additional Securities are originally issued in the form of Initial
Securities as the case may be. 


        "Restricted
Securities Legend" means the Private Placement Legend set forth in clause (A) of Section 2.1(c) or the Regulation S Legend set forth in clause (B)
of Section 2.1(c), as applicable. 



        "SEC"
means the U.S. Securities and Exchange Commission, or any successor agency. 


        "Securities
Act" means the Securities Act of 1933, as amended. 


        "Securities
Custodian" means the custodian with respect to a Global Security (as appointed by DTC), or any successor person thereto and shall initially be the Trustee. 


        "Stated
Maturity" means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable,
including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any
contingency beyond the control of the Issuer unless such contingency has occurred). 


        "Subsidiary"
means, with respect to any Person (the "parent") at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which
would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than
50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such
date, otherwise Controlled (within the meaning of 


3





 




the first sentence of the definition of "Control"), by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. 


        "TIA"
means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of
this Indenture; provided, however, that, in the event the Trust Indenture Act of 1939 is amended after such date, "TIA" means, to the extent required by
any such amendments, the Trust Indenture Act of 1939 as so amended. 


        "Trustee"
means the party named as such in this Indenture until a successor replaces it and, thereafter, means such successor. 


        "Trust
Officer" means, when used with respect to the Trustee, any officer assigned to the Corporate Trust Office, including any vice president, second vice president, trust officer or
any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and having direct responsibility for the administration of this
Indenture, and also, with respect to a particular matter, any other officer, to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject. 


        "Uniform
Commercial Code" means the New York Uniform Commercial Code as in effect from time to time. 


        "U.S.
Government Obligations" means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or
instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the Issuer's option. 


4





 



        SECTION
1.2.    Other Definitions.    



	Term
 
	 	Defined in Section
	 
	"Agent Members"	 	2.1(d	)
	"Affiliate"	 	11.6	 
	"Authenticating Agent"	 	2.2	 
	"Bankruptcy Law"	 	6.1	 
	"covenant defeasance option"	 	8.1(b	)
	"Custodian"	 	6.1	 
	"Definitive Securities"	 	2.1(e	)
	"Event of Default"	 	6.1	 
	"Exchange Global Note"	 	2.1	 
	"Exchange Securities"	 	Preamble	 
	"Global Securities"	 	2.1(a	)
	"Guarantor"	 	Preamble	 
	"Initial Securities"	 	Preamble	 
	"Issuer Order"	 	2.2	 
	"legal defeasance option"	 	8.1(b	)
	"Obligations"	 	10.1	 
	"QIBs"	 	2.1(a	)
	"Paying Agent"	 	2.3	 
	"Private Placement Legend"	 	2.1(c	)
	"Registrar"	 	2.3	 
	"Regulation S"	 	2.1(a	)
	"Regulation S Global Note"	 	2.1	 
	"Regulation S Legend"	 	2.1	 
	"Regulation S Note"	 	2.1	 
	"Release Date"	 	2.1	 
	"Resale Restriction Termination Date"	 	2.6	 
	"Rule 144A"	 	2.1(a	)
	"Rule 144A Global Note"	 	2.1	 
	"Rule 144A Note"	 	2.1	 
	"Securities"	 	Preamble	 
	"Successor Company"	 	5.1	 






        SECTION
1.3.    Incorporation by Reference of Trust Indenture Act.    This Indenture is subject to the mandatory
provisions of the TIA which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings: 


        "Commission"
means the SEC. 


        "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 Issuer and any other obligor on the indenture securities. 


5





 


        All other TIA terms used in this Indenture that are defined by the TIA, defined by the TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such
definitions. 


        SECTION
1.4.    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)
"including" means including without limitation; 


        (5)
words in the singular include the plural and words in the plural include the singular; 


        (6)
all references to (a) Initial Securities shall refer also to any Additional Securities issued in the form of Initial Securities and (b) Exchange Securities shall refer
also to any Additional Securities issued in the form of Exchange Securities, in each case, pursuant to Section 2.16; and 


        (7)
all references to the date the Securities were originally issued shall refer to the Issue Date or the date any Additional Securities were originally issued, as the case may be. 




        SECTION
1.5.    One Class of Securities. The Initial Securities, any Additional Securities and the Exchange Securities shall
vote and consent together on all matters as one class and none of the Initial Securities, any Additional Securities and the Exchange Securities shall have the right to vote or consent as a separate
class on any matter. The Initial Securities, any Additional Securities and the Exchange Securities shall together be deemed to be a single series under this Indenture. 


 
 

ARTICLE II    
    
    The Securities    
  


        SECTION
2.1.    Form and Dating.    (a) The Initial Securities are being offered and sold by the Issuer to the
Initial Purchasers pursuant to the Purchase Agreement. The Initial Securities will be resold initially by the Initial Purchasers only to (A) qualified institutional buyers (as defined in
Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs")
and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Initial Securities may thereafter
be transferred to among others, QIBs, purchasers in reliance on Regulation S of the Securities Act in accordance with the procedure described herein. 


        Initial
Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the "Rule 144A
Note") will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, substantially in the form of  Exhibit A, which is incorporated
by reference and made a part of this Indenture, including appropriate legends as set forth in
Section 2.1(c) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and
authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal
amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records
of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. 


        Initial
Securities offered and sold outside the United States of America (the "Regulation S Note") in reliance on
Regulation S will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, substantially in the form set forth in  Exhibit A, which is incorporated by
reference and made a part of this Indenture, including appropriate legends as set forth in
Section 2.1(c) (the "Regulation S Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and
authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal
amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. 


6







   
        Exchange Securities exchanged for interests in a Rule 144A Note and a Regulation S Note will be issued in the form of a permanent global Security substantially in the form
of Exhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter
provided, including the appropriate legend set forth in Section 2.1(c) (the "Exchange Global Note"). The Exchange Global Note may be represented
by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. 


        The
Rule 144A Global Note, the Regulation S Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global
Securities." 


        The
principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer maintained for such purpose in The City of New York, or at
such other office or agency of the Issuer as may be maintained for such purpose pursuant to Section 2.3; provided,  however, that, at the option of the
Issuer, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled
thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities
represented by a Global Note (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. 


        (b)    Denominations.    The Securities shall be issuable only in fully registered form, without coupons, and only in
denominations of $1,000 and any integral multiple thereof. 


        (c)    Restrictive Legends.    Unless and until (i) an Initial Security is sold under an effective registration
statement or (ii) an Initial Security is exchanged for an Exchange Security in connection with an effective registration statement, in each case pursuant to the Registration Rights Agreement or
a similar agreement, 



        (A)  the
Rule 144A Global Note shall bear the following legend (the "Private Placement Legend") on the face thereof: 



"NEITHER
THIS SECURITY NOR ANY BENEFICIAL INTEREST HEREIN HAS BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY BENEFICIAL INTEREST HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. 


THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER,
(B) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A) PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ONE OR MORE OTHER QUALIFIED INSTITUTIONAL BUYERS IN ACCORDANCE WITH RULE 144A, (C) IN AN OFFSHORE TRANSACTION
COMPLYING WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH RULE 144 (IF AVAILABLE) OR
(E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT (IF AVAILABLE), IN EACH SUCH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR OTHER JURISDICTIONS. THE 




7





 






HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT WILL NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
ABOVE."; and 




        (B)  the
Regulation S Global Note shall bear the following legend (the "Regulation S Legend") on the face
thereof: 



"THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF U.S. PERSONS (1) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (2) OTHERWISE UNTIL 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF THE SECURITY AND THE DATE OF
ORIGINAL ISSUANCE OF THE SECURITY (THE "RESTRICTED PERIOD"), EXCEPT IN ACCORDANCE WITH REGULATION S OR RULE 144A (IF AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT. DURING THE RESTRICTED PERIOD, BENEFICIAL INTERESTS IN THE SECURITY MAY BE TRANSFERRED ONLY THROUGH THE RESPECTIVE ACCOUNTS OF THE HOLDERS (OR SUCH OTHER ACCOUNTS AS THEY MAY DIRECT) AT THE
EUROCLEAR SYSTEM, OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME." 




        (C)  The
Global Securities, whether or not an Initial Security, shall bear the following legend on the face thereof: 



"UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 


TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF." 





        (d)    Book-Entry Provisions.    (i) This Section 2.1(d) shall apply only to Global
Securities deposited with the Trustee, as custodian for DTC. 




        (ii)  Each
Global Security initially shall (x) be registered in the name of DTC for such Global Security or the nominee of DTC, (y) be delivered to the Trustee
as custodian for DTC and (z) bear legends as set forth in Section 2.1(c). 


        (iii)  Members
of, or participants in, DTC ("Agent Members") shall have no rights under this Indenture with respect to any
Global Security held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Security, and DTC may be treated by 




8





 






the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and
its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a holder of a beneficial interest in any Global Security. 


        (iv)  In
connection with any transfer of a portion of the beneficial interest in a Global Security pursuant to subsection (e) of this Section to beneficial owners who
are required to hold Definitive Securities, the Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal
to the principal amount of the beneficial interest in the Global Security to be transferred, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Definitive
Securities of like tenor and amount. 


        (v)  In
connection with the transfer of an entire Global Security to beneficial owners pursuant to subsection (e) of this Section, such Global Security shall be deemed
to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its
beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. 


        (vi)  The
registered holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities. 





        (e)    Definitive Securities.    (i) Except as provided below, owners of beneficial interests in Global
Securities will not be entitled to receive certificated Securities ("Definitive Securities"). If required to do so pursuant to any applicable law or
regulation, beneficial owners may obtain Definitive Securities in exchange for their beneficial interests in a Global Security upon written request in accordance with DTC's and the Registrar's
procedures. In addition, Definitive Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security if (a) DTC notifies the Issuer that
it is unwilling or unable to continue as depositary for such Global Security or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered
in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer within 90 days of such notice or, (b) the Issuer executes and delivers to the
Trustee and Registrar an Officers' Certificate stating that such Global Security shall be so exchangeable or (c) an Event of Default has occurred and is continuing and the Registrar has
received a request from DTC. 




        (ii)  Any
Definitive Security delivered in exchange for an interest in a Global Security pursuant to Section 2.1(d)(iv) or (v) shall, except as otherwise
provided by Section 2.6(c), bear the applicable legend regarding transfer restrictions applicable to the Definitive Security set forth in Section 2.1(c). 





        SECTION 2.2    Execution and Authentication.    An Officer of the Issuer shall sign the Securities for the
Issuer by manual or facsimile signature and may be imprinted or otherwise reproduced. 



        If
an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. 


        A
Security shall not be valid until an authorized signatory of the Trustee manually authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence
that such Security has been duly and validly authenticated and issued under this Indenture. 


9





 



        At
any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Securities for
original issue on the Issue Date in an aggregate principal amount of $750.0 million, (the "Original Securities"), (2) any Additional
Securities for original issue from time to time after the Issue Date in such principal amounts as set forth in Section 2.16 and (3) any Exchange Securities for issue only in exchange for
a like principal amount of Initial Securities, in each case upon a written order of the Issuer signed by two Officers of the Issuer or by one Officer and an Assistant Treasurer or Assistant Secretary
of the Issuer (an "Issuer Order"). Such Issuer Order shall specify the amount of the Securities to be authenticated and the date on which the original
issue of Securities is to be authenticated and whether the Securities are to be Initial Securities or Exchange Securities. The initial aggregate principal amount of notes which may be authenticated
and delivered under this Indenture is limited to $750.0 million. Additionally, the Issuer may from time to time, without notice to or consent of the Holders, issue such additional principal
amounts of Additional Securities as may be issued and authenticated pursuant to clause (2) of this paragraph, and Securities authenticated and delivered upon registration or transfer of, or in
exchange for, or in lieu of, other Securities of the same class pursuant to Section 2.6, Section 2.10, Section 2.11, Section 3.6, Section 9.5 and except for
transactions similar to the Registered Exchange Offer. 


        The
Trustee may appoint an agent (the "Authenticating Agent") reasonably acceptable to the Issuer to authenticate the Securities. Unless
limited by the terms of such appointment, any such 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. 


        In
case the Issuer or the Guarantor, in each case pursuant to Article V, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or
otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the
Issuer or the Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental
hereto (if not otherwise a party to the Indenture) with the Trustee pursuant to Article V, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance,
transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in
phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Order of
the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new
name of a successor Person (if other than the Issuer or the Guarantor) pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such
successor Person (if other than the Issuer or the Guarantor), at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time outstanding for
Securities authenticated and delivered in such new name. 


        SECTION 2.3    Registrar and Paying Agent.    The Issuer shall maintain an office or agency where Securities
may be presented for registration of transfer or for exchange (the "Registrar") and an office or agency where Securities may be presented for payment
(the "Paying Agent"). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuer may have one or more
additional paying agents. The term "Paying Agent" includes any such additional paying agent. 


        In
the event the Issuer shall retain any Person not a party to this Indenture as an agent hereunder, the Issuer shall enter into an appropriate agency agreement with any Registrar or
Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall
notify the Trustee of the name and address of each such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate
compensation therefor pursuant to 


10





 




Section 7.7. The Issuer shall be responsible for the fees and compensations of all agents appointed or approved by it. Either the Issuer or any of its domestically incorporated wholly owned
Subsidiaries may act as Paying Agent. 


        The
Issuer initially appoints the Trustee as Registrar and Paying Agent for the Securities. 



        SECTION 2.4    Paying Agent To Hold Money in Trust.    By no later than 12:00 (noon) p.m. (New York City
time) on the date on which any Principal or interest (including any Additional Interest) on any Security is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such
Principal or interest (including any Additional Interest) when due. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust
for the benefit of Securityholders or the Trustee all money held by such Paying Agent for the payment of Principal of or interest (including any Additional Interest) on the Securities and shall notify
the Trustee in writing of any default by the Issuer or the Guarantor in making any such payment. If either of the Issuer or any of its Subsidiaries acts as Paying Agent, it shall segregate the money
held by it as Paying Agent and hold it as a separate trust fund. The Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account
for any funds disbursed by such Paying Agent. Upon complying with this Section, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money delivered to
the Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect to the Issuer, the Trustee shall serve as Paying Agent for the Securities. 



        SECTION 2.5    Securityholder 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 Securityholders. If the Trustee is not the Registrar, the Issuer shall cause the Registrar to furnish to the Trustee, in
writing at least five Business Days before each interest payment date 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 Securityholders. 


        SECTION
2.6.    Transfer and Exchange.    



        (a)  The
following provisions shall apply with respect to any proposed transfer of a Rule 144A Note prior to the date which is two years after the later of the date of
its original issue and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Securities (or any predecessor thereto) (the "Resale Restriction
Termination Date"): 



        (i)    a
transfer of a Rule 144A Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form of an assignment on
the reverse of the certificate that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying
upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; 


        (ii)  a
transfer of a Rule 144A Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a
certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuer or the Trustee, the delivery of an opinion of counsel, certification
and/or other information satisfactory to each of them. 




11





 






        (b)  The
following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Restricted Period: 



        (i)    a
transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on
the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying
upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; 



        (ii)  a
transfer of a Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a
certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuer or the Trustee, receipt by the Trustee or its agent of an
opinion of counsel, certification and/or other information satisfactory to each of them. 





        Regulation S
Global Notes will be deposited upon issuance with the Trustee, as custodian for DTC, for credit to the respective accounts of the Holders (or to such other accounts
as they may direct) at the Euroclear System, or Clearstream Banking, société anonyme. After the expiration of the Restricted Period, beneficial interests in Regulations S
Global Notes may be held through organizations other than Euroclear or Clearstream that are participants in the DTC system and interests in the Regulation S Note may be transferred without
requiring certification set forth in Section 2.8 or any additional certification. 


        (c)    Restricted Securities Legend.    Upon the transfer, exchange or replacement of Securities not bearing a
Restricted Securities Legend, the Registrar shall deliver Securities that do not bear a Restricted Securities Legend. Upon the transfer, exchange or replacement of Securities bearing a Restricted
Securities Legend, the Registrar shall deliver only Securities that bear a Restricted Securities Legend unless there is delivered to the Registrar an Opinion of Counsel to the effect that neither such
legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. 


        (d)  The
Issuer shall deliver to the Trustee an Officers' Certificate setting forth the Resale Restriction Termination Date and the Restricted Period. 


        The
Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.1 or this Section 2.6. The Issuer shall have the
right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar. 



        (e)    Obligations with Respect to Transfers and Exchanges of Securities.    



          (i)  To
permit registrations of transfers and exchanges, the Issuer shall, subject to the other terms and conditions of this Section 2, execute and the Trustee shall
authenticate Definitive Securities and Global Securities at the Registrar's or co-registrar's request. 


        (ii)  No
service charge shall be made to a Holder for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer
tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer
pursuant to Sections 3.6 or 9.5. 



12





 




        (iii)  The
Registrar or co-registrar shall not be required to register the transfer of or exchange of any Security for a period beginning
(1) 15 days before the mailing of a notice of an offer to repurchase or redeem Securities and ending at the close of business on the day of such mailing or (2) 15 days
before an interest payment date and ending on such interest payment date. 


        (iv)  Prior
to the due presentation for registration of transfer of any Security, the Issuer, the Trustee, the Paying Agent, the Registrar or any co-registrar may
deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all
other purposes whatsoever, whether or not such Security is overdue, and none of the Issuer, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to
the contrary. 


        (v)  Any
Definitive Security delivered in exchange for an interest in a Global Security pursuant to Section 2.1(d) shall, except as otherwise provided by
Section 2.6(c), bear the applicable legend regarding transfer restrictions applicable to the Definitive Security set forth in Section 2.1(c). 


        (vi)  All
Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits
under this Indenture as the Securities surrendered upon such transfer or exchange. 



        (f)    No
Obligation of the Trustee. (i) The Trustee and the Issuer shall have no responsibility or obligation to any beneficial owner of a Global Security, a member
of, or a participant in, DTC or other Person in respect of any aspect of the records, or for maintaining, supervising or reviewing any records, relating to beneficial ownership interests of a Global
Security, with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the
delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Securities (or
other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities
shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security
shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Trustee and the Issuer may conclusively rely and shall be fully protected in relying upon information
furnished by DTC with respect to its members, participants and any beneficial owners. 


        (ii)  The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or beneficial owners of interests in any Global Security) other than
to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine
the same to determine substantial compliance as to form with the express requirements hereof. 



13







  





        SECTION 2.7.    [Intentionally Omitted]    



        SECTION
2.8.    Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S.    


        Attached
hereto as Exhibit C is a form of certificate to be delivered in connection with transfers pursuant to Regulation S. 


        SECTION
2.9.    Business Days.    If a payment date is on a date that is not a Business Day, payment shall be made on
the next succeeding day that is a Business Day, and no interest shall accrue on such payment for the intervening period. If a regular record date is on a day that is not a Business Day, the record
date shall not be affected. 


        SECTION
2.10.    Replacement Securities.    If a mutilated Security is surrendered to the Registrar or if the Holder
of a Security shall provide the Issuer and the Trustee with evidence to their satisfaction that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall
authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the
Trustee. In addition, such Holder shall furnish an indemnity bond sufficient in the judgment of the Issuer and the Trustee to protect the Issuer, the Trustee, the Paying Agent and the Registrar from
any loss which any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security, including reasonable fees and expenses of
counsel. Every replacement Security is an additional obligation of the Issuer. 


        SECTION
2.11.    Outstanding Securities.    Securities outstanding at any time are all Securities authenticated by the
Trustee except for those canceled, those delivered for cancellation and those described in this Section 2.11 as not outstanding. A Security does not cease to be outstanding because the Issuer
or an Affiliate of the Issuer holds the Security. 


        If
a Security is replaced pursuant to Section 2.10, it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Security is
held by a bona fide purchaser. 


        If
the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all Principal and interest payable on
that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date such Securities (or portions thereof) cease to be outstanding
and interest on them ceases to accrue. 


        SECTION
2.12.    Temporary Securities.    Until definitive Securities are ready for delivery, the Issuer 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 Issuer considers appropriate
for temporary Securities. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Securities. After the preparation of definitive Securities, the temporary
Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at any office or agency maintained by the Issuer for that purpose and such exchange shall be
without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the Issuer shall execute, and the Trustee shall authenticate and deliver in exchange therefor,
one or more definitive Securities representing an equal principal amount of Securities. Until so exchanged, the Holder of temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as a Holder of definitive Securities. 


        SECTION
2.13.    Cancellation.    The Issuer at any time may deliver Securities to the Trustee for cancellation. The
Registrar and the Paying Agent shall forward to the Trustee for cancellation any Securities surrendered to them for registration of transfer or exchange or payment. The Trustee and no 


14





 




one else shall cancel (subject to the record retention requirements of the Exchange Act) all Securities surrendered for registration of transfer or exchange, payment or cancellation and deliver a
certificate of such cancellation to the Issuer. The Issuer may not issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee for cancellation, which shall not
prohibit the Issuer from issuing any Additional Securities, or any Exchange Securities in exchange for Initial Securities. All cancelled Securities held by the Trustee may be disposed of by the
Trustee in accordance with its then customary practices and procedures, unless the Issuer directs otherwise. 


        SECTION
2.14.    Defaulted Interest.    If the Issuer defaults in a payment of interest on the Securities, the Issuer
shall pay defaulted interest plus interest on such defaulted interest to the extent lawful at the rate specified therefor in the Securities in any lawful manner. The Issuer may pay the defaulted
interest to the Persons who are Securityholders on a subsequent special record date. The Issuer shall fix or cause to be fixed any such special record date and payment date to the reasonable
satisfaction of the Trustee which specified record date shall not be less than 10 days prior to the payment date for such defaulted interest and shall promptly mail or cause to be mailed to
each Securityholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. The Issuer shall notify the Trustee in writing of the amount of
defaulted interest proposed to be paid on each Security and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when so
deposited to be held in trust for the benefit of the Person entitled to such defaulted interest as provided in this Section 2.14. 



        SECTION
2.15.    CUSIP Numbers.    The Issuer in issuing the Securities may use "CUSIP" numbers and/or other similar
numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided, however,  that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such
numbers. The Issuer will promptly notify the Trustee of any change in the CUSIP numbers and/or other similar numbers. 



        SECTION
2.16.    Issuance of Additional Securities.    The Issuer shall be entitled to issue, from time to time,
Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date or the Exchange Securities exchanged therefor (in each case, other than
with respect to the date of issuance, issue price and amount of interest payable on the first payment date applicable thereto), as the case may be. The Initial Securities issued on the Issue Date, any
Additional Securities and all Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. 



        With
respect to any Additional Securities, the Issuer shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each shall be delivered to the
Trustee, the following information: 



        (i)    the
aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; 


        (ii)  the
issue price, the issue date and the CUSIP number of any such Additional Securities and the amount of interest payable on the first payment date applicable thereto; 



        (iii)  whether
such Additional Securities shall be transfer restricted securities and issued in the form of Initial Securities as set forth in Exhibit A to this
Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit B to this Indenture; and 



15





 




        (iv)  if
applicable, the Resale Restriction Termination Date and the Restricted Period for such Additional Securities. 



 
 

ARTICLE III    
    
    Redemption    
  


        SECTION
3.1.    Notices to Trustee.    If the Issuer elects to redeem Securities pursuant to Section 5 of the
Securities, it shall notify the Trustee in writing of the redemption date and the principal amount of Securities to be redeemed. 



        The
Issuer shall give each notice to the Trustee provided for in this Section at least 60 days (45 days in the case of redemption of all the Securities) before the
redemption date unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officers' Certificate from the Issuer to the effect that such redemption will comply with the
conditions herein. The record date relating to such redemption shall be selected by the Issuer and set forth in the related notice given to the Trustee, which record date shall be not less than
15 days prior to the date selected for redemption by the Issuer. 


        SECTION
3.2.    Selection of Securities to be Redeemed.    If fewer than all the Securities then outstanding are to be
redeemed, the Trustee shall select the Securities to be redeemed by a method that complies with applicable legal and securities exchange requirements, if any, and that the Trustee considers, in its
discretion, to be fair and appropriate in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. The Trustee shall make the selection from outstanding
Securities not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities that have denominations larger than $1,000. Securities and portions of
them that the Trustee selects shall be in amounts of $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of
Securities called for redemption. The Trustee shall notify the Issuer of the Securities or portions of Securities to be redeemed. 



        SECTION
3.3.    Notice of Redemption.    At least 30 days but not more than 60 days before a date for
redemption of Securities, notice of redemption shall be mailed by first-class mail to each Holder of Securities to be redeemed. 


        The
notice shall identify the Securities to be redeemed and shall state: 



        (1)  the
redemption date; 


        (2)  the
redemption price (or the method of calculating such price) and the amount of accrued interest to be paid, if any; 


        (3)  the
name and address of the Paying Agent; 


        (4)  that
Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price plus accrued and unpaid interest, if any; 


        (5)  if
fewer than all the outstanding Securities are to be redeemed, the Bond No. (if certificated) and principal amounts of the particular Securities to be redeemed; 



        (6)  that,
unless the Issuer defaults in making such redemption payment, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the
redemption date; 


        (7)  the
CUSIP number, or any similar number, if any, printed on the Securities being redeemed; and 



16





 




        (8)  that
no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. 




        At
the Issuer's request, the Trustee shall give the notice of redemption in the name of the Issuer and at the Issuer's expense. In such event, the Issuer shall provide the Trustee with
the information required by this Section 3.3. 


        SECTION
3.4.    Effect of Notice of Redemption.    Once notice of redemption is mailed in accordance with
Section 3.3, Securities called for redemption shall become due and payable on the redemption date and at the redemption price as stated in the notice. Upon surrender to the Paying Agent on or
after the redemption date, such Securities shall be paid at the redemption price stated in the notice, plus accrued and unpaid interest to the redemption date; provided that the Issuer shall have
deposited the redemption price with the Paying Agent or the Trustee on or before 12:00 (noon) p.m. (New York City time) on the date of redemption; provided,  further, that if the redemption date is
after a regular record date and on or prior to the interest payment date, the accrued and unpaid interest shall be payable to the
Securityholder of the redeemed Securities registered on the relevant record date. Failure to give
notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder. 


        SECTION
3.5.    Deposit of Redemption Price.    By no later than 1:00 p.m. (New York City time) on the date of
redemption, the Issuer shall deposit with the Paying Agent (or, if the Issuer or any of its Subsidiaries is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption
price of and accrued and unpaid interest on all Securities to be redeemed on that date other than Securities or portions of Securities called for redemption which are owned by the Issuer or a
Subsidiary and have been delivered by the Issuer or such Subsidiary to the Trustee for cancellation. 


        Unless
the Issuer defaults 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. 


        SECTION
3.6.    Securities Redeemed in Part.    Upon surrender of a Security that is redeemed in part, the Issuer
shall execute and the Trustee shall authenticate for the Holder thereof (at the Issuer's expense) a new Security, equal in a principal amount to the unredeemed portion of the Security surrendered. 


 
 

ARTICLE IV    
    
    Covenants    
  


        SECTION
4.1.    Payment of Securities.    The Issuer covenants and agrees that it will promptly pay the Principal of
and interest (including Additional Interest) on the Securities on the dates and in the manner provided in the Securities and in this Indenture. Principal and interest (including Additional Interest)
shall be considered paid on the date due if, on or before 1:00 p.m. (New York City time) on such date, the Trustee or the Paying Agent (or, if the Issuer or any of its Subsidiaries is the
Paying Agent, the segregated account or separate trust fund maintained by the Issuer or such Subsidiary pursuant to Section 2.4) holds in accordance with this Indenture money sufficient to pay
all Principal and interest (including Additional Interest) then due. If any Additional Interest is due, the Issuer shall deliver an Officers' Certificate to the Trustee setting forth the Additional
Interest per $1,000 aggregate principal amount of Securities. 


        The
Issuer shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate to the
extent lawful as provided in Section 2.14. 


17





 



        Notwithstanding
anything to the contrary contained in this Indenture, the Issuer or the Paying Agent may, to the extent it is required to do so by law, deduct or withhold income or other
similar taxes imposed by the United States of America or other domestic or foreign taxing authorities from Principal or interest payments hereunder. 


        SECTION
4.2.    Limitations on Liens.    (a) So long as any Securities remain outstanding, the Issuer may not
directly or indirectly, Incur, and will not permit any of its Subsidiaries to, directly or indirectly, Incur any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other
encumbrance (mortgages, security interests, pledges, liens, charges and other encumbrances being hereinafter in this Article 4 referred to as "mortgage" or "mortgages") upon any property or
assets (including Capital Stock) of the Issuer, or any of its Subsidiaries or upon any shares of stock or Indebtedness of any of its Subsidiaries (whether such property, assets, shares of stock or
Indebtedness are now existing or owed or hereafter created or acquired) without in any such case effectively providing, concurrently with the Incurrence of any such secured Indebtedness, or the grant
of a mortgage with respect to any such Indebtedness to be so secured, that the Securities or, in respect of mortgages on the Guarantor's property or assets, the Guarantee (together with, if the Issuer
shall so determine, any other Indebtedness of or Guarantee by the Issuer, the Guarantor or any of their respective Subsidiaries ranking equally with the Securities or the Guarantee) shall be secured
equally and ratably with (or, at the Issuer's option, prior to) such Indebtedness to be so secured; provided, however, that the foregoing restrictions
shall not apply to: 



        (1)  mortgages
on property, shares of stock or Indebtedness or other assets of any Person existing at the time such Person becomes a Subsidiary of the Issuer or any of its
Subsidiaries; provided that such mortgage was not Incurred in anticipation of such Person becoming a Subsidiary; 


        (2)  mortgages
on property, shares of stock or Indebtedness existing at the time of acquisition thereof by the Issuer or a Subsidiary of the Issuer or any of its Subsidiaries
(which may include property previously leased by the Issuer, the Guarantor or any of their respective Subsidiaries and leasehold interests thereon; provided that the lease terminates prior to or upon
the acquisition) or mortgages thereon to secure the payment of all or any part of the purchase price thereof, or mortgages on property, shares of stock or Indebtedness to secure any Indebtedness for
borrowed money Incurred prior to, at the time of, or within 18 months after, the latest of the acquisition thereof, or, in the case of property, the completion of construction, the completion
of improvements or the commencement of substantial commercial operation of such property for the purpose of financing all or any part of the purchase price thereof, such construction or the making of
such improvements; 


        (3)  mortgages
securing Indebtedness of a Subsidiary owing to the Issuer or any of its Subsidiaries; 


        (4)  mortgages
existing on the Issue Date; 


        (5)  mortgages
on property of a Person existing at the time such Person is merged into or consolidated with the Issuer or any of its Subsidiaries or at the time of a sale,
lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Issuer or any of its Subsidiaries; provided  that such mortgage was not Incurred in
anticipation of such merger or consolidation or sale, lease or other disposition; 



        (6)  mortgages
created in connection with a project financed with, and created to secure, a Nonrecourse Obligation; 


        (7)  mortgages
securing all of the Securities; or 



18





 




        (8)  any
extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any mortgage referred to in the foregoing clauses
(1) to (7), inclusive, without increase of the principal of the Indebtedness secured thereby; provided, however, that any mortgages permitted by
any of the foregoing clauses (1) to (7), inclusive, shall not extend to or cover any property of the Issuer or any of its Subsidiaries, as the case may be, other than the property specified in
such clauses and improvements thereto. 


        (b)  Notwithstanding
the foregoing provisions of this Section 4.2, the Issuer and its Subsidiaries may Incur Indebtedness secured by mortgages which would otherwise be
subject to the foregoing restrictions without equally and ratably securing the Securities, or in respect of mortgages on the Guarantor's property or assets, the Guarantee; provided that after giving
effect thereto, the aggregate amount of all Indebtedness so secured by mortgages (not including mortgages permitted under clauses (1) through
(8) above), does not at the time exceed 15% of the Consolidated Net Assets of the Issuer. 




        SECTION
4.3.    Compliance Certificate.    The Issuer shall deliver to the Trustee within 120 days after the
end of each fiscal year of the Issuer an Officers' Certificate signed by its principal executive officer, the principal financial officer or the principal accounting officer stating that in the course
of the performance by the signers of their duties as Officers of the Issuer they would normally have knowledge of any Default or Event of Default and whether or not the signers know of any Default or
Event of Default that occurred during such period. If they do, the certificate shall describe the Default or Event of Default, its status and what action the Issuer is taking or proposes to take with
respect thereto. The Issuer also shall comply with TIA §314(a)(4). 


        SECTION
4.4.    Further Instruments and Acts.    Upon reasonable request of the Trustee, the Issuer will execute and
deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 


        SECTION
4.5.    Maintenance of Office or Agency.    The Issuer shall maintain the office or agency required under
Section 2.3. The Issuer shall give prior written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of
the Trustee set forth in Section 11.2. 


        SECTION
4.6.    Existence.    Except as otherwise permitted by Article V, the Issuer shall do or cause to be
done all things necessary to preserve and keep in full force and effect its existence as a corporation or other Person and USANi LLC shall do or cause to be done all things necessary to preserve and
keep in full force and effect its existence as a limited liability company or other Person. 


        SECTION
4.7.    SEC Reports.    The Issuer will comply with all the applicable provisions of TIA §314(a).
Delivery of such information, documents or reports to the Trustee pursuant to such provisions is 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 Issuer's compliance with any of the covenants hereunder (as to which the Trustee is
entitled to rely exclusively on the Officers' Certificate). 


19





 


 
 

ARTICLE V    
    
    Successor Issuer or Guarantor    
  



        SECTION
5.1.    When the Issuer or the Guarantor May Merge or Transfer Assets.    Neither the Issuer nor the Guarantor
will consolidate with or sell, lease or convey all or substantially all of its assets to, or merge with or into, in one transaction or a series of related transactions, any other Person, unless: 



        (i)    the
Issuer, or in the case of the Guarantor, the Issuer or the Guarantor, shall be the continuing entity, or the resulting, surviving or transferee Person
(the "Successor") shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia
and the Successor (if not the Issuer or the Guarantor, as the case may be) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the
Trustee, all the obligations of the Issuer or the Guarantor, as the case may be, under the Securities and this Indenture; 


        (ii)  immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; 


        (iii)  the
Issuer shall have delivered to the Trustee an Officers' Certificate and the Issuer shall have delivered to the Trustee an Opinion of Counsel, each stating that
such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture (except that such Opinion of Counsel need not opine as to Clause (ii) above) and that
such supplemental indenture constitutes the legal valid and binding obligation of the Successor subject to customary exceptions. 




        The
Successor will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Indenture, but the predecessor Issuer in the case of a lease of all
or substantially all of the Issuer's assets will not be released from the obligation to pay the principal of and interest on the Securities. Notwithstanding any provision to the contrary, the
restrictions contained in this Section 5.1 shall cease to apply to the Guarantor immediately upon any discharge, defeasance, waiver (to the same extent as such waiver) or termination of the
Guarantor's obligations under Section 5.1 of the Old Indenture or upon termination of the Guarantee pursuant to Section 10.2. 


 
 

ARTICLE VI    
    
    Defaults and Remedies    
  



        SECTION
6.1.    Events of Default.    An "Event of Default" occurs with respect to the Securities if: 



        (1)  the
Issuer defaults in any payment of interest (including Additional Interest) on any Security when the same becomes due and payable, and such default continues for a
period of 30 days; 


        (2)  the
Issuer defaults in the payment of the Principal of any Security when the same becomes due and payable at its Stated Maturity, upon optional redemption, upon
declaration or otherwise; 


        (3)  the
Issuer fails to comply with any of its agreements in the Securities or this Indenture (other than those referred to in (1) or (2) above) and such
failure continues for 90 days after the notice specified below; 


        (4)  the
Issuer fails to make any payment at maturity, including any applicable grace period, in respect of Indebtedness of the Issuer in an amount in excess of $25,000,000
or the equivalent thereof in any other currency or composite currency and such failure shall have continued for 30 days after the notice specified below; provided,
however, that if any such failure shall cease, or 



20





 





be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed likewise to have been cured; 


        (5)  a
default with respect to any Indebtedness of the Issuer, which default results in the acceleration of Indebtedness in an amount in excess of $25,000,000 or the
equivalent thereof in any other currency or composite currency without such Indebtedness having been discharged or such acceleration having been cured, waived, rescinded or annulled for a period of
30 days after written notice specified below; provided, however, that if any such default or acceleration shall be cured, waived, rescinded or
annulled then the Event of Default by reason thereof shall be deemed likewise to have been cured; 


        (6)  the
Issuer 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 in which it is the debtor; 


        (C)  consents
to the appointment of a Custodian of it or for any substantial part of its property; or 


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




        or
takes any comparable action under any foreign laws relating to insolvency; 



        (7)  a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 



        (A)  is
for relief against the Issuer in an involuntary case; 


        (B)  appoints
a Custodian of the Issuer or for any substantial part of its property; or 


        (C)  orders
the winding up or liquidation of the Issuer; 




        (or
any similar relief is granted under any foreign laws) and the order, decree or relief remains unstayed and in effect for 60 consecutive days; or 



        (8)  the
Guarantee ceases to be in full force and effect during its term or the Guarantor denies or disaffirms in writing its obligations under the terms of this Indenture or
the Guarantee, in each case, other than any such cessation, denial or disaffirmation in connection with the termination of the Guarantee pursuant to Section 10.2. 




        The
foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 



        The
term "Bankruptcy Law" means Title 11, United States Code, or any similar Federal or state law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 


        If
any failure, default or acceleration referred to in clauses (4) or (5) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default hereunder
by reason thereof shall be deemed likewise to have been thereupon cured. 


        A
Default with respect to Securities under clauses (3), (4) or (5) of this Section 6.1 is not an Event of Default until the Trustee (by notice to the Issuer) or the
Holders of at least 25% in aggregate principal amount of the outstanding Securities (by notice to the Issuer and the Trustee) gives notice of the Default and the Issuer does not cure such Default
within the time specified in said clause (3), 


21





 




(4) or (5) after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a "Notice of Default". 


        The
Issuer shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers' Certificate of any event which with the giving of
notice or the lapse of time would become an Event of Default under clause (3), (4) or (5) of this Section 6.1, its status and what action the Issuer is taking or proposes
to take with respect thereto. 


        SECTION
6.2.    Acceleration.    If an Event of Default with respect to the Securities (other than an Event of Default
specified in Section 6.1(6) or (7)) occurs and is continuing, the Trustee by notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities by
notice to the Issuer and the Trustee, may declare the Principal of and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such Principal and interest
shall be due and payable immediately. If an Event of Default specified in Section 6.1(6) or (7) occurs and is continuing, the Principal of and accrued interest on all the Securities
shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of
the outstanding Securities by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree (other than a judgment or decree
for the payment of Principal or interest or monies due on the Securities) and if all existing Events of Default have been cured or waived except nonpayment of Principal or interest that has become due
solely because of such acceleration and the Trustee has been paid all amounts due to it pursuant to Section 7.7. No such rescission shall affect any subsequent Default or impair any right
consequent thereto. 


        SECTION
6.3.    Other Remedies.    If an Event of Default with respect to the Securities occurs and is continuing, the
Trustee may pursue any available remedy to collect the payment of Principal of 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
Securityholder 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. No remedy is
exclusive of any other remedy. All available remedies are, to the extent permitted by law, cumulative. 


        SECTION
6.4.    Waiver of Past Defaults.    The Holders of a majority in aggregate principal amount of the Securities
then outstanding by notice to the Trustee may waive any past or existing Default and its consequences except (i) a Default in the payment of the Principal of or interest on a Security or
(ii) a Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Securityholder affected. When a Default is waived, it is deemed cured, and
any Event of Default
arising therefrom shall be deemed to have been cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right. 


        SECTION
6.5.    Control by Majority.    Upon provision of reasonable indemnity to the Trustee satisfactory to the
Trustee, the Holders of a majority in aggregate principal amount of the Securities then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee, which may rely on opinions of counsel, may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines is unduly prejudicial to the rights of other Securityholders or would 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. 


22







  






        SECTION 6.6.    Limitation on Suits.    A Holder of Securities may not pursue any remedy with respect to this
Indenture or the Securities unless: 



        (i)    the
Holder gives to the Trustee previous written notice stating that an Event of Default is continuing; 


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



        (iii)  such
Holder or Holders offer to the Trustee reasonable security or indemnity against any loss, liability or expense; 


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


        (v)  the
Holders of a majority in aggregate principal amount of the Securities then outstanding do not give the Trustee a direction inconsistent with the request during such
60-day period. 




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


        SECTION
6.7    Rights of Holders To Receive Payment.    Notwithstanding any other provision of this Indenture, the
right of any Holder to receive payment of Principal of and interest on the Securities held by such Holder, on or after the respective due dates expressed in the Securities, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 



        SECTION
6.8    Collection Suit by Trustee.    If an Event of Default specified in Section 6.1(1) or
(2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust
against the Issuer for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.7. 


        SECTION
6.9    Trustee May File Proofs of Claim.    The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel) and the Securityhholders allowed in any judicial proceedings relative to an Issuer, its creditors or any other obligor upon the Securities, or any of their creditors or the
property of the Issuer or such other obligor or their creditors and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or
other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make 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 it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and its counsel, and any other amounts due the Trustee under Section 7.7. 


        SECTION
6.10    Priorities.    Any money or other property collected by the Trustee pursuant to Article VI
hereof, or any money or other property otherwise distributable in respect of the Issuer's or the Guarantor's obligations under this Indenture, shall be applied in the following order: 



        FIRST:    to
the Trustee (including any predecessor Trustee) for amounts due under Section 7.7; 


        SECOND:    to
Securityholders for amounts due and unpaid on the Securities for Principal and interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Securities for Principal and interest, respectively; and 



23





 




        THIRD:    to
the Issuer. 




        The
Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section 6.10. At least 15 days before such record date, the Issuer
shall mail to each Securityholder and the Trustee a notice that states the record date, the payment date and amount to be paid. 


        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 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 and expenses, 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 6.7 or a suit by Holders of more than 10% in aggregate principal amount of the outstanding Securities. 


        SECTION
6.12    Waiver of Stay or Extension Laws.    The Issuer (to the extent it may lawfully do so) shall 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 wherever enacted, now or at any time hereafter in force, which may affect
the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder,
delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. 


 
 

ARTICLE VII
  
    Trustee    
  



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


        (b)
Except during the continuance of an Event of Default: 




        (i)    the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and 


        (ii)  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 Officers' Certificates and Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such Officers' Certificates and Opinions
of Counsel which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officers' Certificates and Opinions of Counsel to determine whether or
not they conform to the requirements of this Indenture. 





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




        (i)    this
paragraph does not limit the effect of paragraph (b) of this Section 7.1; 



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




24





 





        (iii)  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 6.5. 





        (d)
Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section. 


        (e)
The Trustee shall not be liable for interest on any money or other property received by it or for holding moneys or other property uninvested, in either case, except as otherwise
agreed between the Issuer and the Trustee. Money and other property held in trust by the Trustee need not be segregated from other money or property except to the extent required by law. 


        (f)
No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or
in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it. 


        (g)
Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this
Section 7.1 and to the provisions of the TIA, where applicable. 


        SECTION
7.2    Rights of Trustee.    (a) The Trustee may 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 an Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on the Officers' Certificate or Opinion of Counsel. 


        (c)
The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly through attorneys and agents, respectively, and shall not be responsible for the
misconduct or negligence of any attorney or agent appointed with due care by it hereunder. 


        (d)
The Trustee shall not be liable for any action it takes, suffers to exist or omits to take in good faith which it believes to be authorized or within its rights or powers;  provided, however, that the
Trustee's conduct does not constitute wilful misconduct or negligence. 


        (e)
The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities shall be full
and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereon. 



        (f)
The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this
Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such
request or direction. 


        (g)
The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Securities unless either (1) a Trust Officer shall have actual knowledge
of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee by the Issuer or any other obligor on the
Securities or by any Holder of the Securities. 


        (h)
The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. 


25





 



        SECTION
7.3    Individual Rights of Trustee.    The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar or co-paying agent may do the
same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. 


        SECTION
7.4    Trustee's Disclaimer.    The Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Securities or any offering document, it shall not be accountable for the Issuer's use of the proceeds from the Securities, and it shall not be responsible
for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee's certificate of authentication. 


        SECTION
7.5    Notice of Defaults.    If a Default or an Event of Default occurs with respect to the Securities and is
continuing and if it is known to the Trustee, the Trustee shall mail to each Securityholder notice of the Default within 90 days after it is known to a Trust Officer or written notice of it is
received by a Trust Officer of the Trustee. Except in the case of a Default in payment of Principal of or interest on any Security, the Trustee may withhold the notice if and so long as a committee of
its Trust Officers in good faith determines that withholding the notice is not opposed to the interests of Securityholders. 


        SECTION
7.6    Reports by Trustee to Holders.    As promptly as practicable after each May 15 beginning with
the May 15 following the date of this Indenture, and in any event prior to July 15 in each year, the Trustee shall mail to each Securityholder a brief report dated as of such
May 15 that complies with TIA §313(a). The Trustee also shall comply with TIA §313(b). The Trustee shall promptly deliver to the Issuer a copy of any report it delivers
to Holders pursuant to this Section 7.6. 


        A
copy of each report at the time of its mailing to Securityholders shall be filed by the Trustee with the SEC and each stock exchange (if any) on which the Securities are listed. The
Issuer agrees to notify promptly the Trustee whenever the Securities become listed on any stock exchange and of any delisting thereof. 


        SECTION
7.7    Compensation and Indemnity.    The Issuer covenants and agrees to pay to the Trustee from time to time
such compensation for its services as the Issuer 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 Issuer shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it in accordance
with the provisions of this Indenture, including costs of collection, in addition to such compensation for its services, except any such expense, disbursement or advance as may arise from its
negligence, wilful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee's agents and counsel. The Trustee shall
provide the Issuer reasonable notice of any expenditure not in the ordinary course of business; provided that prior approval by the Issuer of any such
expenditure shall not be a requirement for the making of such expenditure nor for reimbursement by the Issuer thereof. The Issuer shall indemnify each of the Trustee, its officers, directors,
employees and any predecessor Trustees against any and all loss, damage, claim, liability or expense (including reasonable attorneys' fees and expenses) (other than taxes applicable to the Trustee's
compensation hereunder) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder. The Trustee shall notify the Issuer promptly of
any claim for which it may seek indemnity. Failure by the Trustee so to notify the Issuer shall not relieve the Issuer of its obligations hereunder, except to the extent that the Issuer has been
prejudiced by such failure. The Issuer shall defend the claim and the Trustee shall cooperate, to
the extent reasonable, in the defense of any such claim, and, if (in the opinion of counsel to the Trustee) the facts and/or issues surrounding the claim are reasonably likely to create a conflict
with the Issuer, the Issuer shall pay the reasonable fees and expenses of separate counsel to the Trustee. The 


26





 




Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee's own willful misconduct, negligence or bad faith. The Issuer
need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. 


        To
secure the Issuer's payment obligations in this Section 7.7, the Trustee (including any predecessor trustee) shall have a lien prior to the Securities on all money or property
held or collected by the Trustee other than money or property held in trust to pay Principal of and interest on particular Securities. 


        The
Issuer's payment obligations pursuant to this Section 7.7 shall survive the satisfaction, discharge and termination of this Indenture, the resignation or removal of the
Trustee and any discharge of this Indenture including any discharge under any bankruptcy law. In addition to and without prejudice to the rights provided to the Trustee under any of the provisions of
this Indenture, when the Trustee incurs expenses or renders services after the occurrence of a Default specified in Section 6.1(6) or (7) with respect to the Issuer, the expenses and the
compensation for the services are intended to constitute expenses of administration under the Bankruptcy Law. 


        SECTION
7.8    Replacement of Trustee.    The Trustee may resign at any time with 30 days notice to the Issuer.
The Holders of a majority in principal amount of the Securities then outstanding, may remove the Trustee with 30 days notice to the Trustee and may appoint a successor Trustee, which successor
Trustee shall be reasonably acceptable to the Issuer. The Issuer shall remove the Trustee if: 




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


        (ii)  the
Trustee is adjudged bankrupt or insolvent; 


        (iii)  a
receiver or other public officer takes charge of the Trustee or its property; or 


        (iv)  the
Trustee otherwise becomes incapable of acting. 





        If
the Trustee resigns, is removed by the Issuer or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor
Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor
Trustee. 


        A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer and the Issuer shall pay all amounts due and owing to the Trustee
under Section 7.7 of the Indenture. 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 Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Securityholders affected by such resignation or removal. 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 7.7. 


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



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


        Notwithstanding
the replacement of the Trustee pursuant to this Section 7.8, the Issuer's obligations under Section 7.7 shall continue for the benefit of the retiring
Trustee. 


        SECTION
7.9    Successor Trustee by Merger.    If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all its corporate trust business or assets to, another corporation or 


27





 




banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee; provided that such
corporation shall be eligible under this Article Seven and TIA §310(a). 


        In
case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall
have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such 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.    The Trustee shall at all times satisfy the requirements of TIA
§310(a). The Trustee shall have a combined capital and surplus of at least $250,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with
TIA §310(b); provided, however, that there shall be excluded from the operation of TIA §310(b)(1) and any indenture or indentures under which other securities or certificates
of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA §310(b)(1) are met. In determining whether the
Trustee has a conflicting interest as defined in TIA §310(b) with respect to the Securities, there shall be excluded the Old Notes issued under the Old Indenture. 



        Nothing
herein shall prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act. 


        SECTION
7.11    Preferential Collection of Claims Against the Issuer.    The Trustee shall comply with 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. 


 
 

ARTICLE VIII
  
    Discharge of Indenture; Defeasance    
  


        SECTION
8.1    Discharge of Liability on Securities; Defeasance.    With respect to the Securities, (a) when
(i) the Issuer delivers to the Trustee all outstanding Securities for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of
the mailing of a notice of redemption pursuant to Article 3 hereof or the Securities will become due and payable at their Stated Maturity within one year, or the Securities are to be called for
redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and, in each case of
this clause (ii), the Issuer irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities, including
interest thereon to maturity or such redemption date, and if in either case the Issuer pays all other sums payable hereunder by the Issuer, then this Indenture shall, subject to Section 8.1(c),
cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer accompanied by an Officers' Certificate from the Issuer and an Opinion
of Counsel from the Issuer that all conditions precedent provided herein for relating to satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the Issuer. 


        (b)
Subject to Sections 8.1(c) and 8.2, the Issuer at any time may terminate (i) all of its and the Guarantor's respective obligations under the Securities and this Indenture
("legal defeasance option") or (ii) its obligations under Section 4.2 and the operation of Sections 6.1(3) (other than any obligations 


28





 




under Article V hereof), 6.1(4), 6.1(5) and 6.1(8) ("covenant defeasance option"). The Issuer may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option. 


        If
the Issuer exercises it legal defeasance option with respect to the Securities, payment of the Securities may not be accelerated because of an Event of Default. If the Issuer
exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.1(3) (except with respect to obligations under
Article V hereof), 6.1(4), 6.1(5) or 6.1(8). 


        Upon
satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer
terminates. Upon the discharge of Issuer obligations as a result of the exercise of the legal defeasance option or covenant defeasance option, the obligations of the Guarantor under the Guarantee and
this Indenture shall terminate. 


        (c)
Notwithstanding clauses (a) and (b) above, the Issuer's obligations in Sections 2.3, 2.4, 2.5, 2.10, 4.1, 4.4, 4.5, 7.7, 7.8, 8.4, 8.5 and 8.6 and Section 2.3 of
the Appendix shall survive until the Securities have been paid in full. Thereafter, the Issuer's and the Trustee's obligations in Sections 7.7, 8.4 and 8.5 shall survive. 



        SECTION
8.2    Conditions to Defeasance.    The Issuer may exercise its legal defeasance option or its covenant
defeasance option with respect to the Securities only if: 




        (i)    the
Issuer irrevocably deposits or causes to be deposited in trust with the Trustee money or U.S. Government Obligations which through the scheduled payment of Principal
and interest in respect thereof in accordance with their terms will provide cash at such times and in such amounts as will be sufficient to pay Principal and interest when due on all outstanding
Securities (except Securities replaced pursuant to Section 2.7) to maturity or redemption, as the case may be; 



        (ii)  the
Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of Principal
and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be
sufficient to pay Principal and interest when due on all outstanding Securities (except Securities replaced pursuant to Section 2.7) to maturity or redemption, as the case may be; 


        (iii)  91 days
pass after the deposit is made and during the 91-day period no Default specified in Section 6.1(6) or (7) occurs which is
continuing at the end of the period; 


        (iv)  the
deposit does not constitute a default under any other material agreement binding on the Issuer; 


        (v)  the
Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated
investment company under the Investment Company Act of 1940; 


        (vi)  in
the case of the legal defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer has received from,
or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case
to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such
deposit and defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not
occurred; 




29





 





        (vii) in
the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Securityholders will not
recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such deposit and defeasance had not occurred; and 


        (viii)  the
Issuer delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and
discharge of the Securities as contemplated by this Article 8 have been complied with. 





        Before
or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article 3. 


        SECTION
8.3    Application of Trust Money.    The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from U.S. Government Obligations either directly or through the Paying Agent as the Trustee may
determine and in accordance with this Indenture to the payment of Principal of and interest on the Securities. 



        SECTION
8.4    Repayment to the Issuer.    The Trustee and the Paying Agent shall promptly turn over to the Issuer
upon request any excess money or securities held by them at any time. 


        Subject
to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Issuer upon written request any money held by them for the payment of Principal or
interest that remains unclaimed for two years after the date of payment of such Principal and interest, and, thereafter, Securityholders entitled to the money must look to the Issuer for payment as
general creditors. 


        Anything
in this Section 8.4 to the contrary notwithstanding, in the absence of a written request from the Issuer to return unclaimed funds to the Issuer, the Trustee shall from
time to time deliver all unclaimed funds to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and
procedures of the Trustee. Any unclaimed funds held by the Trustee pursuant to this Section shall be held uninvested and without any liability for interest. 


        SECTION
8.5    Indemnity for Government Obligations.    The Issuer shall pay and shall indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations other than any such tax,
fee or other charge which by law is for the account of the Holders of the defeased Securities; provided that the Trustee shall be entitled to charge any such tax, fee or other charge to such Holder's
account. 


        SECTION
8.6    Reinstatement.    If the Trustee or Paying Agent is unable to apply any money or U.S. Government
Obligations in accordance with this Article 8 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 Issuer's obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until
such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article 8; provided, however,  that, (a) if the Issuer has
made any payment of interest on or Principal of any Securities following the reinstatement of its obligations, the Issuer shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent and (b) unless otherwise required by
any legal proceeding or any order or judgment of any court or governmental authority, the Trustee or Paying Agent shall return all such money and U.S. Government Obligations to 


30





 




the Issuer promptly after receiving a written request therefor at any time, if such reinstatement of the Issuer's obligations has occurred and continues to be in effect. 


 
 

ARTICLE IX
  
    Amendments    
  



        SECTION
9.1    Without Consent of Holders.    The Issuer and the Trustee may amend this Indenture or the Securities
without notice to or consent of any Securityholder: 




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


        (ii)  to
comply with Article 5; 


        (iii)  to
provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that
the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are as described in
Section 163(f)(2)(B) of the Code; 


        (iv)  to
add guarantees with respect to the Securities; 


        (v)  to
add security for the Securities; 


        (vi)  to
add to the covenants of the Issuer for the benefit of the Holders of all the Securities or to surrender any right or power herein conferred upon the Issuer; 


        (vii) to
make any change that does not adversely affect the rights of any Securityholder; 


        (viii)  to
comply with any requirements of the SEC in connection with qualifying this Indenture under the TIA; and 


        (ix)  to
provide for the issuance of the Exchange Securities, which will have terms substantially identical in all material respects to the Initial Securities (except that
the transfer restrictions contained in the Initial Securities will be modified or eliminated, as appropriate), and to provide for the issuance of any Additional Securities, which will have terms
substantially identical in all material respects to the Initial Securities or the Exchange Securities (in each case, other than with respect to the date of issuance, issue price and amount of interest
payable on the first payment date applicable thereto), as the case may be, and which will be treated, together with any outstanding Initial Securities and any Additional Securities, as a single issue
of securities. 





        After
an amendment under this Section 9.1 becomes effective, the Issuer shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice
to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.1. 


        SECTION
9.2    With Consent of Holders.    The Issuer and the Trustee may amend this Indenture or the Securities
without notice to any Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in
connection with a tender offer or exchange for Securities). However, without the consent of each Securityholder affected, an amendment may not: 




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


        (ii)  reduce
the rate of or extend the time for payment of interest on any Security; 


        (iii)  reduce
the principal of or extend the Stated Maturity of any Security; 




31





 





        (iv)  reduce
the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; 


        (v)  make
any Security payable in money other than that stated in the Security; 



        (vi)  impair
the right of any Holder to receive payment of Principal of and interest on such Holder's Securities on or after the due dates therefor or to institute suit for
the enforcement of any payment on or with respect to such Holder's Securities; 


        (vii) make
any changes that would affect the ranking for the Securities in a manner adverse to the Holders; 


        (viii)  release
the Guarantee (except as otherwise provided in this indenture) or make any changes to the Guarantee in any manner materially adverse to the
Holders; or 


        (ix)  make
any change in the second sentence of this Section 9.2. 




32











  





        It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such
consent approves the substance thereof. 


        After
an amendment under this Section 9.2 becomes effective, the Issuer shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice
to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.2. 


        SECTION
9.3.    Compliance with Trust Indenture Act.    Every amendment to this Indenture or the Securities shall
comply with the TIA as then in effect. 


        SECTION
9.4.    Revocation and Effect of Consents and Waivers.    A consent to an amendment or a waiver by a Holder of
a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder's Security, even if notation of the
consent or waiver is not made on the Security. After an amendment or waiver becomes effective with respect to the Securities, it shall bind every Securityholder. 


        The
Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described
above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at
such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not
such Persons continue to be Holders after such record date. 


        SECTION
9.5.    Notation on or Exchange of Securities.    If an amendment changes the terms of a Security, the Trustee
may require the Holder of the Security to deliver it to the Trustee. The Issuer shall provide in writing to the Trustee an appropriate notation to be placed on the Security regarding the changed terms
and return it to the Holder. Alternatively, if the Issuer or the Trustee so determine, the Issuer 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. 


        SECTION
9.6.    Trustee To Sign Amendments.    The Trustee shall sign any amendment authorized pursuant to this
Article 9 if the amendment 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 such amendment
the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.1) shall be fully protected in relying upon, in addition to the
documents required by Section 11.4, an Officers' Certificate of the Issuer and an Opinion of Counsel stating that such amendment complies with the provisions of this Article 9 and that
such supplemental indenture constitutes the legal valid and binding obligation of the Issuer in accordance with its terms subject to customary exceptions. 


        SECTION
9.7.    Payment for Consent.    Neither the Issuer nor any affiliate of the Issuer shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of a Security for, or as an inducement to any consent, waiver or amendment of any of
the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid to all Holders of a Securities that so consent, waive or agree to amend in the time frame
set forth in solicitation documents relating to such consent, waiver or agreement. 


33





 


 
 

ARTICLE X    
    
    Guarantee    
  



        SECTION
10.1.    Guarantee.    The Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary
obligor and not merely as surety, to each Holder of the Securities and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the
principal of, premium, if any, and interest on the Securities and all other obligations of the Issuer under this Indenture (all the foregoing being hereinafter collectively called
the "Obligations"). The Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part,
without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any Obligation. 


        The
Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The Guarantor waives
notice of any default under the Securities or the Obligations. The obligations of the Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or
to enforce any right or remedy against the Issuer or any other person under this Indenture, the Securities or any other
agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the
Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) any change in the ownership of the Issuer. 


        The
Guarantor further agrees that the Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be
had by any Holder to any security held for payment of the Obligations. 


        The
obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full),
including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the
invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor herein shall not be discharged or
impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or
modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or
thing which may or might in any manner or to any extent vary the risk of the Guarantor or would otherwise operate as a discharge of the Guarantor as a matter of law or equity. 



        The
Guarantor further agrees that the Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of
or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. 


        In
furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against the Guarantor by virtue hereof, upon the failure of the Issuer
to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, the Guarantor hereby promises to and will, upon receipt of
written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and
(ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). 


34





 



        The
Guarantor further agrees that, as between the Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be
accelerated as provided in this Indenture for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due
and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. 


        The
Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or the Holders in enforcing any rights under
this Section. 


        SECTION
10.2.    Limitation on Liability; Termination, Release and Discharge.    The obligations of the Guarantor
hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of the Guarantor, result in the obligations of the Guarantor under the
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. 


        The
Guarantor will be automatically released from all its obligations under the Securities, this Indenture and the Guarantee, and the Guarantee will automatically terminate, without any
further action being required, at such time as (a) the Guarantor consolidates with, or sells, leases or conveys all or substantially all of its assets to, or merges with or into, the Issuer in
accordance with Section 5.1, or (b) the Old Notes cease to be outstanding or the Guarantor's obligations under the Old Notes and the Old Indenture are discharged or defeased pursuant to
the terms thereof. 


        SECTION
10.3.    No Subrogation.    Notwithstanding any payment or payments made by the Guarantor hereunder, the
Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer or any collateral security or guarantee or right of offset held by the Trustee or
any Holder for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer in respect of payments made by the Guarantor
hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Obligations are paid in full. If any amount shall be paid to the Guarantor on account of such
subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Trustee and the Holders, segregated from other
funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Trustee in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Trustee, if
required), to be applied against the Obligations. 


 
 

ARTICLE XI    
    
    Miscellaneous    
  


        SECTION
11.1.    Trust Indenture Act Controls.    If any provision of this Indenture limits, qualifies or conflicts
with another provision which is required to be included in this Indenture by the TIA, the provision required by the TIA shall control. 


35





 



        SECTION
11.2.    Notices.    Any notice or communication shall be in writing and delivered in person or mailed by
first-class mail addressed as follows: 



	 	 	if to the Issuer:
	

 	
 	

USA Interactive

152 West 57th Street

New York, New York 10019

Facsimile Number: (212) 314-7497

Attention: General Counsel
	

 	
 	

if to the Trustee:
	

 	
 	

JPMorgan Chase Bank

4 New York Plaza, 15th Floor

New York, New York 10004

Facsimile Number: (212) 623-6167
	

 	
 	

Attention: Institutional Trust Services





        Any
notices between the Issuer and the Trustee may be by facsimile, with telephone confirmation of receipt and the original to follow by guaranteed overnight courier. The Issuer or the
Trustee by notice to the others may designate additional or different addresses for subsequent notices or communications. 


        Any
notice or communication mailed to a Securityholder shall be mailed to the Securityholder at the Securityholder's address as it appears on the registration books of the Registrar and
shall be sufficiently given if so mailed within the time prescribed. 


        Failure
to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication is
mailed in the manner provided above, it is duly given, whether or not the addressee receives it. 


        SECTION
11.3.    Communication by Holders with other Holders.    Securityholders may communicate pursuant to TIA
§312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of
TIA §312(c). 


        SECTION
11.4.    Certificate and Opinion as to Conditions Precedent.    Upon any request or application by the Issuer
to the Trustee to take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee: 



        (i)    an
Officers' Certificate of the Issuer in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied with; and 



        (ii)  an
Opinion of Counsel of the Issuer in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been
complied with. 




        Notwithstanding
the foregoing no such Opinion of Counsel shall be given with respect to the authentication and delivery of any Initial Securities. 


        SECTION
11.5.    Statements Required in Certificate or Opinion.    The certificate or opinion with respect to
compliance with a covenant or condition provided for in this Indenture shall include: 



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



36





 

        (ii)  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; 


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


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




        SECTION
11.6.    When Securities Disregarded.    In determining whether the Holders of the required principal amount
of Securities have concurred in any direction, waiver or consent, Securities owned by the Issuer or by any Person directly or indirectly controlling or controlled by or under direct or indirect common
control with the Issuer (an "Affiliate") shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Securities which a Trust Officer of the Trustee knows are so owned shall be so disregarded. Also, subject to the foregoing, only Securities outstanding at the
time shall be considered in any such determination. 


        SECTION
11.7.    Rules by Trustee, Paying Agent and Registrar.    The Trustee may make reasonable rules for action by
or a meeting of Securityholders. The Registrar and the Paying Agent may make reasonable rules for their functions. 


        SECTION
11.8.    Governing Law.    This Indenture and the Securities shall be governed by, and construed in accordance
with, the laws of the State of New York. 


        SECTION
11.9.    No Recourse Against Others.    A director, officer, employee or stockholder (other than the Issuer),
as such, of the Issuer or the Guarantor shall not have any liability for any obligations of the Issuer or the Guarantor under the Securities, this Indenture or the Guarantee or for any claim based on,
in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder shall waive and release all such liability. The waiver and release shall be part of the
consideration for the issue of the Securities. 


        SECTION
11.10.    Successors.    All agreements of the Issuer in this Indenture and the Securities shall bind its
successors. Subject to Section 10.2, all agreements of the Guarantor in this Indenture shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. 



        SECTION
11.11    Multiple 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. One signed copy is enough to prove this Indenture. 


        SECTION
11.12.    Variable Provisions.    The Issuer initially appoints the Trustee as Paying Agent and Registrar and
custodian with respect to any Global Securities (as defined in the Appendix hereto). 



        SECTION
11.13.    Qualification of Indenture.    The Issuer shall qualify this Indenture under the TIA in accordance
with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' fees for the Issuer, the Trustee and the Holders) incurred in
connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Securities and printing this Indenture and the Securities. The Trustee shall be
entitled to receive from the Issuer any such Officers' Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture
under the TIA. 


        SECTION
11.14.    Table of Contents; Headings.    The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of reference 


37





 




only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 



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



	 	 	USA INTERACTIVE
	

 	
 	

By	
 	

/s/  FRED RUBIN      

	 	 	 	 	Name:	 	Fred Rubin
	 	 	 	 	Title:	 	Vice President and Treasurer
	

 	
 	

USANi LLC
	

 	
 	

By	
 	

/s/  FRED RUBIN      

	 	 	 	 	Name:	 	Fred Rubin
	 	 	 	 	Title:	 	Vice President and Treasurer
	

 	
 	

JPMORGAN CHASE BANK
	

 	
 	

By	
 	

/s/  WILLIAM G. KEENAN      

	 	 	 	 	Name:	 	William G. Keenan
	 	 	 	 	Title:	 	Assistant Vice President




38






  



EXHIBIT A  


 
 

[FORM OF FACE OF INITIAL SECURITY]
  
    USA INTERACTIVE    
  



	No.        	 	Principal Amount
$                                  ,

                as revised by the Schedule of Increases and

                Decreases in Global Security attached

                hereto
	 	 	 
	 	 	                                      CUSIP
NO.                      

                                      ISIN
NO.                      




        7.00% Senior Notes Due 2013


        USA
Interactive, a Delaware corporation, for value received, promises to pay to                        , or registered assigns, the
principal sum of                        Dollars, as revised by the
Schedule of Increases and Decreases in Global Security attached hereto, on                            ,
20    . 


        Interest
Payment Dates: January 15 and July 15, commencing [July 15, 2003] [first interest payment date relating to any
Additional Securities]. 


        Record
Dates: January 1 and July 1. 


        Additional
provisions of this Security are set forth on the other side of this Security. 



	 	 	USA INTERACTIVE
	

 	
 	

By:	
 	

 Name:

Title:





	TRUSTEE'S CERTIFICATE OF

    AUTHENTICATION	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	This is one of the Securities referred to in the within-mentioned Indenture.	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	JPMORGAN CHASE BANK,

as Trustee	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	By	 	
 Authorized Officer	 	 	 	Dated:	 	                ,    , 20    




A-1





 
 
 

[FORM OF REVERSE SIDE OF INITIAL SECURITY]
  
    (Reverse of Security)
  
    7.00% Senior Notes Due 2013    
  


1.    Interest


        USA
Interactive, a Delaware corporation (together with its successors and assigns under the Indenture hereinafter referred to, being herein called the "Issuer"), promises to pay interest
on the principal amount of this Security at the rate per annum shown above; provided, however, that if a Registration Default (as defined in the
Registration Rights Agreement) occurs, additional cash interest will accrue on this Security at a rate of 0.25% per annum from and including the date on which any such Registration Default shall occur
to but excluding the date on which all Registration Defaults have been cured, calculated on the principal amount of this Security as of the date on which such interest is payable. Such additional cash
interest of 0.25% per annum is payable in addition to any other interest payable from time to time with respect to this Security. The Trustee will not be deemed to have notice of a Registration
Default until it shall have received actual notice of such Registration Default. 


        The
Issuer will pay interest semiannually on January 15 and July 15 of each year (each such date, an "Interest Payment Date"), commencing [July 15,
2003] [first interest payment date relating to any Additional Securities]. Interest on the Securities will accrue from [December 16,
2002] [date of issuance of any Additional Securities], or from the most recent date to which interest has been paid on the Securities. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. 


2.    Method of Payment


        By
no later than 12:00 (noon) p.m. (New York City time) on the date on which any Principal of or interest on any Security is due and payable, the Issuer shall irrevocably deposit
with the Trustee or the Paying Agent money sufficient to pay such Principal and/or interest. The Issuer will pay interest (except defaulted interest) to the Persons who are registered Holders of
Securities at the close of business on the January 1 or July 1 next preceding the interest payment date even if Securities are cancelled, repurchased or redeemed after the record date
and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Issuer will pay Principal and interest in money of the United States
that at the time of payment is legal tender for payment of public and private debts. Payments in respect of Securities represented by a Global Security (including principal, premium, if any, and
interest) will be made by the transfer of immediately available funds to the accounts specified by the Depository Trust Company. The Issuer may make all payments in respect of a Definitive Security
(including principal, premium, if any, and interest) by mailing a check to the
registered address of each Holder thereof or by wire transfer to an account located in the United States maintained by the payee. 


3.    Paying Agent and Registrar


        Initially,
JPMorgan Chase Bank, a New York banking corporation (the "Trustee"), will act as Paying Agent and Registrar. The Issuer may appoint and change any Paying Agent or Registrar
without notice to any Securityholder. The Issuer or any of its domestically organized wholly owned Subsidiaries may act as Paying Agent. 


4.    Indenture


        The
Issuer issued the Securities under an Indenture dated as of December 16, 2002 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the
"Indenture"), among the Issuer, the Guarantor and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized
terms 


A-2





 




used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for
a statement of those terms. 


        The
Securities are senior obligations of the Issuer. The Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities issued on
the Issue Date, any Additional Securities issued in accordance with Section 2.16 of the Indenture and the Exchange Securities issued in exchange for the Initial Securities or Additional
Securities pursuant to the Indenture. The Initial Securities, any Additional Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture
imposes certain limitations on the ability of the Issuer and its Subsidiaries to create liens and enter into mergers and consolidations. 



        To
guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the
Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantor has
unconditionally guaranteed such obligations on a senior basis pursuant to the terms of the Indenture. 


        The
Guarantor will be automatically released from all its obligations under the Securities, the Indenture and the Guarantee, and the Guarantee will automatically terminate, pursuant to
Section 10.2 of the Indenture. 


5.    Optional Redemption


        The
Securities are redeemable, in whole or in part, at any time and from time to time, at the option of the Issuer, at a redemption price equal to the greater of (i) 100% of the
principal amount of such Securities and (ii) the sum of the present values of the Remaining Scheduled Payments, obtained by discounting the Remaining Scheduled Payments to the redemption date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus accrued interest thereon to the date of
redemption. 


        "Treasury
Rate" means, with respect to any redemption date for the Securities, the rate per annum equal to the semiannual equivalent yield to maturity (computed as of the second Business
Day immediately preceding such redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date. 


        "Comparable
Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities to be redeemed. "Independent Investment Banker" means
one of the Reference Treasury Dealers appointed by the Issuer. 


        "Comparable
Treasury Price" means, with respect to any redemption date for the Securities, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by
the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if such release (or any successor release) is not published or
does not contain such prices on such Business Day, (a) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. "Reference Treasury Dealer Quotations"
means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal 


A-3





 




amount) quoted in writing to the Trustee by such Reference Treasury Dealer as of 3:30 p.m., New York time, on the third Business Day preceding such redemption date. 



        "Reference
Treasury Dealer" means each of Lehman Brothers Inc. (and its successors) and three other nationally recognized investment banking firms that are Primary Treasury
Dealers specified from time to time by the Issuer; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer (a "Primary Treasury Dealer"), the Issuer shall substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer. 


        "Remaining
Scheduled Payments" means, with respect to each Security to be redeemed, the remaining scheduled payments of the Principal thereof and interest thereon that would be due after
the related redemption date but for such redemption; provided, however, that, if such redemption date is not an Interest Payment Date with respect to
such Security, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date. 


        Except
as set forth above, the Securities will not be redeemable by the Issuer prior to maturity and will not be entitled to the benefit of any sinking fund. 


6.    Notice of Redemption


        Notice
of redemption will be mailed at least 30 days but not more than 60 days before the redemption date by first-class mail to each Holder of Securities to be redeemed at
his registered address. Securities in denominations of principal amount larger than $1,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption
price of and accrued and unpaid interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain
other conditions are satisfied, on and after such date interest ceases to accrue on such Securities (or such portions thereof) called for redemption. 


7.    Registration Rights


        The
Issuer is party to an Exchange and Registration Rights Agreement, dated as of December 16, 2002, among the Issuer, the Guarantor and Lehman Brothers Inc. and J.P.
Morgan Securities Inc. pursuant to which it is obligated to pay Additional Interest (as defined therein) upon the occurrence of certain Registration Defaults (as defined therein). 


8.    Denominations; Transfer; Exchange


        The
Securities are in registered form without coupons in denominations of principal amount of $1,000 and whole multiples of $1,000. A Holder may register, transfer or exchange Securities
in accordance
with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not
to be redeemed) for a period beginning 15 days before a selection of Securities to be redeemed and ending on the date of such selection. 


9.    Persons Deemed Owners


        The
registered holder of this Security may be treated as the owner of it for all purposes. 


10.    Unclaimed Money


        If
money for the payment of Principal or interest remains unclaimed for two years after the date of payment of Principal and interest, the Trustee or Paying Agent shall pay the money
back to the Issuer at its request unless an abandoned property law designates another Person. After any such 


A-4





 




payment, Holders entitled to the money must look only to the Issuer and not to the Trustee for payment. 



        Anything
in this Section to the contrary notwithstanding, in the absence of a written request from the Issuer to return unclaimed funds to the Issuer, the Trustee shall from time to time
deliver all unclaimed funds to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the
Trustee. 


11.    Defeasance


        Subject
to certain conditions set forth in the Indenture, the Issuer at any time may terminate some or all of its obligations under the Securities and the Indenture if the Issuer
deposits with the Trustee money or U.S. Government Obligations for the payment of Principal of and interest on the Securities to redemption or maturity, as the case may be. 


12.    Amendment, Waiver


        Subject
to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in
principal amount of the outstanding Securities and (ii) any default or noncompliance with any provision of the Indenture or the Securities may be waived with the written consent of the Holders
of a majority in principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Issuer and the Trustee may
amend the Indenture or the Securities to cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the Indenture, or to provide for uncertificated Securities in
addition to or in place of certificated Securities, or to add guarantees with respect to the Securities or to add security for the Securities, or to add additional covenants of or surrender rights and
powers conferred on the Issuer, or to comply with any request of the SEC in connection with qualifying the Indenture under the Act, or to make any change that does not adversely affect the rights of
any Securityholder. 


13.    Defaults and Remedies


        Under
the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of Principal on the
Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon declaration or otherwise; (iii) failure by the Issuer to comply with other agreements in the
Indenture or the Securities, subject to notice and lapse of time; (iv) a failure to pay within any grace period after maturity other indebtedness of the Issuer in an amount in excess of
$25 million, subject to notice and lapse of time; provided, however, that if any such failure
shall cease, then the Event of Default by reason thereof shall be deemed likewise to have been cured; (v) certain accelerations of other indebtedness of the Issuer if the amount accelerated
exceeds $25 million, subject to notice and lapse of time; provided, however, that if any such
default or acceleration shall be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed likewise to have been cured; (vi) except as contemplated by
the terms of the Indenture, the Guarantee ceasing to be in full force and effect or the Guarantor denying or disaffirming in writing its obligations under the Indenture or the Guarantee and
(vii) certain events of bankruptcy or insolvency involving the Issuer. 


        If
an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities may declare all the Securities to be due and
payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of
Default. 


        Securityholders
may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives
reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal 


A-5





 




amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default (except a
Default or Event of Default in payment of Principal or interest) if it determines that withholding notice is not opposed to their interest. 


14.    Trustee Dealings with the Issuer


        Subject
to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may
otherwise deal with and collect obligations owed to it by the Issuer and may otherwise deal with the Issuer with the same rights it would have if it were not Trustee. 


15.    No Recourse Against Others


        A
director, officer, employee or stockholder (other than the Issuer), as such, of each of the Issuer or the Guarantor shall not have any liability for any obligations of the Issuer or
the Guarantor under the Securities, the Indenture or the Guarantee or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each
Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 


16.    Authentication


        This
Security shall not be valid until an authorized officer of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the
other side of this Security. 


17.    Abbreviations


        Customary
abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (tenants in common), TEN ENT (tenants by the entirety), JT TEN (joint tenants with
rights of survivorship and not as tenants in common), CUST (custodian) and U/G/M/A (Uniform Gift to Minors Act). 


18.    [CUSIP Numbers


        Pursuant
to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Issuer has caused CUSIP numbers and/or other similar numbers to be printed on
the Securities and has directed the Trustee to use CUSIP numbers and/or other similar numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy
of such numbers either as printed on the Securities or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers placed thereon.] [For Securities to be issued with CUSIP numbers.] 


19.    Governing Law


        This
Security shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the
extent that the application of the laws of another jurisdiction would be required thereby. 


A-6






 
 
 

ASSIGNMENT FORM    
  



        To
assign this Security, fill in the form below: 


        I
or we assign and transfer this Security to 




        (Print
or type assignee's name, address and zip code) 





        (Insert
assignee's soc. sec. or tax I.D. No.) 



and
irrevocably appoint            agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him. 



	

	 	 	 	 	 	 	 
	Date:	 	
	 	Your Signature:	 	

	
	 	 	 	 	 	 





	Signature Guarantee:	
	 	 
	(Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program or other signature guarantor program reasonably acceptable to the Trustee)





Sign exactly as your name appears on the other side of this Security. 


In
connection with any transfer or exchange of any of the certificated Securities evidenced by this certificate occurring prior to the date that is two years after the later of the date of original
issuance of such Securities and the last date, if any, on which such Securities were owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Securities are being
transferred: 


CHECK
ONE BOX BELOW: 



	 	 	(1)	 	o	 	to the Issuer; or
	 	 	(2)	 	o	 	pursuant to an effective registration statement under the Securities Act of 1933; or
	 	 	(3)	 	o	 	inside the United States to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom
notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
	 	 	(4)	 	o	 	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Regulation S under the Securities Act of 1933; or
	 	 	(5)	 	o	 	uprsuant to the exemption from registration provided by Rule 144 under the Securities act of 1933.





Unless
one of the boxes is checked, the Trustee will refuse to register any of the certificated Securities evidenced by this certificate in the name of any Person other than the registered holder
thereof; provided, however, that if box (4) or (5) is checked, the Trustee may require,
prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Issuer has reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, 


A-7





 




or in a transaction not subject to, the registration requirements of the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act. 



	 	 	
 Signature
	 	 	 
	Signature Guarantee:	 	 
	 	 	 
	
 (Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program or other signature guarantor program reasonably acceptable to the Trustee)	 	
 Signature
	 	 	 
	





A-8





 
 
 

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.    
  


        The undersigned represents and warrants that it is purchasing this certificated Security for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is
being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by
Rule 144A. 



	Dated:	 	
	 	
 NOTICE:    To be executed by an executive officer
	 	 	 	 	 
	Signature Guarantee:	 	 
	 	 	 	 	 
	
 (Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program or other signature guarantor program reasonably acceptable to the Trustee)	 	
 Signature




A-9





 
 
 

[TO BE ATTACHED TO GLOBAL SECURITIES]    
  


        SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL SECURITY 


The
following increases or decreases in this Global Security have been made: 



	Date of

Exchange
	 	Amount of decrease in Principal Amount of this Global Security
	 	Amount of increase in in Principal Amount of this Global Security
	 	Principal Amount of this Global Security following such decrease or increase
	 	Signature of authorized officer of Trustee or Securities Custodian





A-10






  



EXHIBIT B  


 
 

[FORM OF FACE OF EXCHANGE SECURITY]
  USA INTERACTIVE    
  



	

No.             	
 	

Principal Amount $                  , as revised by the Schedule of Increases and Decreases in Global Security attached hereto




CUSIP NO.                 

ISIN NO.                  


7.00% Senior Notes Due 2013


        USA
Interactive, a Delaware corporation, for value received, promises to pay to                         , or registered assigns,
 the principal sum of
                         Dollars on
                , 20    . 


        Interest
Payment Dates: January 15 and July 15, commencing [July 15, 2003] [first interest payment date relating to any
Additional Securities]. 


        Record
Dates: January 1 and July 1. 


        Additional
provisions of this Security are set forth on the other side of this Security. 



	 	 	USA INTERACTIVE
	

 	
 	

By	
 	

 
	

 	
 	

 	
 	

 Name:

Title:







	TRUSTEE'S CERTIFICATE OF

AUTHENTICATION	 	 	 	 	 	 
	

This is one of the Securities referred

to in the within-mentioned Indenture.	
 	

 	
 	

 	
 	

 
	

JPMORGAN CHASE BANK,	
 	

 	
 	

 	
 	

 
	

By	

 	
 	

 	
 	

Dated:	
 	

 
	 	
	 	 	 	 	 	

	 	Authorized Officer	 	 	 	 	 	 




B-1





 
 
 

[FORM OF REVERSE SIDE OF EXCHANGE SECURITY]    
    
    7.00% Senior Notes Due 2013    
  


1.    Interest


        USA
Interactive, a Delaware corporation (together with its successors and assigns under the Indenture hereinafter referred to, being herein called the "Issuer"), promises to pay interest
on the principal amount of this Security at the rate per annum shown above. 


        The
Issuer will pay interest semiannually on January 15 and July 15 of each year (each such date, an "Interest Payment Date"), commencing [July 15,
2003] [first interest payment date relating to any Additional Securities]. Interest on the Securities will accrue from [December 16,
2002] [date of issuance of any Additional Securities], or from the most recent date to which interest has been paid on the Securities. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. 


2.    Method of Payment


        By
no later than 12:00 (noon) p.m. (New York City time) on the date on which any Principal of or interest on any Security is due and payable, the Issuer shall irrevocably deposit
with the Trustee or the Paying Agent money sufficient to pay such Principal and/or interest. The Issuer will pay interest (except defaulted interest) to the Persons who are registered Holders of
Securities at the close of business on the January 1 or July 1 next preceding the Interest Payment Date even if Securities are cancelled, repurchased or redeemed after the record date
and on or before the Interest Payment Date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Issuer will pay Principal and interest in money of the United States
that at the time of payment is legal tender for payment of public and private debts. Payments in respect of Securities represented by a Global Security (including principal, premium, if any, and
interest) will be made by the transfer of immediately available funds to the accounts specified by the Depository Trust Company. The Issuer may make all payments in respect of a Definitive Security
(including principal, premium, if any, and interest) by mailing a check to the registered address of each Holder thereof or by wire transfer to an account located in the United States maintained by
the payee. 


3.    Paying Agent and Registrar


        Initially,
JPMorgan Chase Bank, a New York banking corporation (the "Trustee"), will act as Paying Agent and Registrar. The Issuer may appoint and change any Paying Agent or Registrar
without notice to any Securityholder. The Issuer or any of its domestically organized wholly owned Subsidiaries may act as Paying Agent. 


4.    Indenture


        The
Issuer issued the Securities under an Indenture dated as of December 16, 2002 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the
"Indenture"),
among the Issuer, the Guarantor and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and
not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of
those terms. 


        The
Securities are senior obligations of the Issuer. The Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities issued on
the Issue Date, any Additional Securities issued in accordance with Section 2.16 of the Indenture and any Exchange Securities issued in exchange for the Initial Securities pursuant to the
Indenture and the Registration Rights Agreement. The Initial Securities, any Additional Securities and the Exchange Securities are 


B-2





 




treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its subsidiaries to create liens and enter into mergers and
consolidations. 


        To
guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the
Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantor has
unconditionally guaranteed such obligations on a senior basis pursuant to the terms of the Indenture. 


        The
Guarantor will be automatically released from all its obligations under the Securities, the Indenture and the Guarantee, and the Guarantee will automatically terminate, pursuant to
Section 10.2 of the Indenture. 


5.    Optional Redemption


        The
Securities are redeemable, in whole or in part, at any time and from time to time, at the option of the Issuer, at a redemption price equal to the greater of (i) 100% of the
principal amount of such Securities and (ii) the sum of the present values of the Remaining Scheduled Payments of Principal, obtained by discounting the Remaining Scheduled Payments to the
redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus accrued interest thereon to
the date of redemption. 


        "Treasury
Rate" means, with respect to any redemption date for the Securities, the rate per annum equal to the semiannual equivalent yield to maturity (computed as of the second Business
Day immediately preceding such redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date. 


        "Comparable
Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities to be redeemed. "Independent Investment Banker" means
one of the Reference Treasury Dealers appointed by the Issuer. 


        "Comparable
Treasury Price" means, with respect to any redemption date for the Securities, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by
the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if such release (or any successor release) is not published or
does not contain such prices on such Business Day, (a) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. "Reference Treasury Dealer Quotations"
means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer as of 3:30 p.m., New York time, on the third Business Day preceding such
redemption date. 


        "Reference
Treasury Dealer" means each of Lehman Brothers Inc. (and its successors) and three other nationally recognized investment banking firms that are Primary Treasury
Dealers specified from time to time by the Issuer; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer (a "Primary Treasury Dealer"), the Issuer shall substitute therefor another nationally recognized investment banking firm that is a Primary
Treasury Dealer. 


B-3





 



        "Remaining
Scheduled Payments" means, with respect to each Security to be redeemed, the remaining scheduled payments of the Principal thereof and interest thereon that would be due after
the related redemption date but for such redemption; provided, however, that, if such redemption date is
not an Interest Payment Date with respect to such Security, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such
redemption date. 


        Except
as set forth above, the Securities will not be redeemable by the Issuer prior to maturity and will not be entitled to the benefit of any sinking fund. 


6.    Notice of Redemption


        Notice
of redemption will be mailed at least 30 days but not more than 60 days before the redemption date by first-class mail to each Holder of Securities to be redeemed at
his registered address. Securities in denominations of principal amount larger than $1,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption
price of and accrued and unpaid interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain
other conditions are satisfied, on and after such date interest ceases to accrue on such Securities (or such portions thereof) called for redemption. 


7.    Denominations; Transfer; Exchange


        The
Securities are in registered form without coupons in denominations of principal amount of $1,000 and whole multiples of $1,000. A Holder may register transfer or exchange Securities
in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or
permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of
the Security not to be redeemed) for a period beginning 15 days before a selection of Securities to be redeemed and ending on the date of such selection. 


8.    Persons Deemed Owners


        The
registered holder of this Security may be treated as the owner of it for all purposes. 


9.    Unclaimed Money


        If
money for the payment of Principal or interest remains unclaimed for two years after the date of payment of Principal and interest, the Trustee or Paying Agent shall pay the money
back to the Issuer at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Issuer and not to the Trustee
for payment. 


        Anything
in this Section to the contrary notwithstanding, in the absence of a written request from the Issuer to return unclaimed funds to the Issuer, the Trustee shall from time to time
deliver all unclaimed funds to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the
Trustee. 


10.    Defeasance


        Subject
to certain conditions set forth in the Indenture, the Issuer at any time may terminate some or all of its obligations under the Securities and the Indenture if the Issuer
deposits with the Trustee money or U.S. Government Obligations for the payment of Principal of and interest on the Securities to redemption or maturity, as the case may be. 


11.    Amendment, Waiver


B-4





 



        Subject
to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in
principal amount of the outstanding Securities and (ii) any default or noncompliance with any provision of the Indenture or the Securities may be waived with the written consent of the Holders
of a majority in principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Issuer and the Trustee may
amend the Indenture or the Securities to cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the Indenture, or to provide for uncertificated Securities in
addition to or in place of certificated Securities, or to add guarantees with respect to the Securities or to add security for the Securities, or to add additional covenants of or surrender rights and
powers conferred on the Issuer, or to comply with any request of the SEC in connection with qualifying the Indenture under the Act, or to make any change that does not adversely affect the rights of
any Securityholder. 


12.    Defaults and Remedies


        Under
the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal on the
Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon declaration or otherwise; (iii) failure by the Issuer to comply with other agreements in the
Indenture or the Securities, subject to notice and lapse of time; (iv) a failure to pay within any grace period after maturity other indebtedness of the Issuer in an amount in excess of
$25 million, subject to notice and lapse of time; provided, however, that if any such failure
shall cease, then the Event of Default by reason thereof shall be deemed likewise to have been cured; (v) certain accelerations of other indebtedness of the Issuer if the amount accelerated
exceeds $25 million, subject to notice and lapse of time; provided, however, that if any such
default or acceleration shall be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed likewise to have been cured; (vi) except as contemplated by
the terms of the Indenture, the Guarantee ceasing to be in full force and effect or the Guarantor denying or disaffirming in writing its obligations under the Indenture of the Guarantee or
(vii) certain events of bankruptcy or insolvency with respect to the Issuer. 


        If
an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities may declare all the Securities to be due and
payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of
Default. 


        Securityholders
may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives
reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of Principal or interest) if it determines that withholding
notice is not opposed to their interest. 


13.    Trustee Dealings with the Issuer


        Subject
to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may
otherwise deal with and collect obligations owed to it by the Issuer and may otherwise deal with the Issuer with the same rights it would have if it were not Trustee. 


14.    No Recourse Against Others


        A
director, officer, employee or stockholder (other than the Issuer), as such, of each of the Issuer or the Guarantor shall not have any liability for any obligations of the Issuer or
the Guarantor under the Securities, the Indenture or the Guarantee or for any claim based on, in respect of or by reason of 


B-5





 




such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the
Securities. 


15.    Authentication


        This
Security shall not be valid until an authorized officer of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the
other side of this Security. 


16.    Abbreviations


        Customary
abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (tenants in common), TEN ENT (tenants by the entirety), JT TEN (joint tenants with
rights of survivorship and not as tenants in common), CUST (custodian) and U/G/M/A (Uniform Gift to Minors Act). 


17.    [CUSIP Numbers


        Pursuant
to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Issuer has caused CUSIP numbers and/or other similar numbers to be printed on
the Securities and has directed the Trustee to use CUSIP numbers and/or other similar numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy
of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.]
[For Securities to be issued with CUSIP numbers.] 


18.    Governing Law


        This
Security shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the
extent that the application of the laws of another jurisdiction would be required thereby. 


B-6






 
 
 

ASSIGNMENT FORM    
  




        To
assign this Security, fill in the form below: 


        I
or we assign and transfer this Security to 




(Print
or type assignee's name, address and zip code) 


(Insert
assignee's soc. sec. or tax I.D. No.) 





and
irrevocably appoint            agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him. 








Date:
                                        
            Your Signature:
                                         
       
 


Signature
Guarantee:
                                         
       

(Signature must be guaranteed by a participant in a recognized Signature

Guarantee Medallion Program or other signature guarantor program reasonably

acceptable to the Trustee) 





Sign
exactly as your name appears on the other side of this Security. 


B-7






   EXHIBIT C  


















[Date]




















JPMorgan
Chase Bank

15th Floor

4 New York Plaza

New York, NY 10001

Attention: Institutional Trust Services 



	Re:	 	USA Interactive.
	 	 	7.00% Senior Notes due 2013 (the "Securities")






Ladies
and Gentlemen: 


        In
connection with our proposed sale of $750,000,000 aggregate principal amount of the Securities, we confirm that such sale has been effected pursuant to and in accordance with
Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we represent that: 



        (a)  the
offer of the Securities was not made to a person in the United States; 


        (b)  either
(i) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed
that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we
nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; 


        (c)  no
directed selling efforts have been made in the United States in contravention of the requirements of Rule 903 or Rule 904 of Regulation S, as
applicable; 


        (d)  the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and 


        (e)  [in
the case of a transfer prior to the expiration of the Restricted Period] the beneficial interests in the Securities will be held, immediately
after their transfer, through Euroclear System, or Clearstream Banking, société anonym. 




        In
addition, if the sale is made during a restricted period, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903 or Rule 904,
as the case may be. 


        You
and the Issuer is entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. 



	

Very truly yours,	
 	

 
	

[Name of Transferor]	
 	

 
	

By:	
 	

 	
 	

 
	 	 	
	 	 
	

 	
 	

	
 	

Signature Medallion Guaranteed
	 	 	Authorized Signature	 	 





C-1









QuickLinks


CROSS-REFERENCE TABLE


TABLE OF CONTENTS


ARTICLE I Definitions and Incorporation by Reference

ARTICLE II The Securities


ARTICLE III Redemption

ARTICLE IV Covenants

ARTICLE V Successor Issuer or Guarantor

ARTICLE VI Defaults and Remedies


ARTICLE VII Trustee

ARTICLE VIII Discharge of Indenture; Defeasance

ARTICLE IX Amendments


ARTICLE X Guarantee

ARTICLE XI Miscellaneous


[FORM OF FACE OF INITIAL SECURITY] USA INTERACTIVE

[FORM OF REVERSE SIDE OF INITIAL SECURITY] (Reverse of Security) 7.00% Senior Notes Due 2013

ASSIGNMENT FORM

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

[TO BE ATTACHED TO GLOBAL SECURITIES]


[FORM OF FACE OF EXCHANGE SECURITY] USA INTERACTIVE

[FORM OF REVERSE SIDE OF EXCHANGE SECURITY] 7.00% Senior Notes Due 2013

ASSIGNMENT FORM