Exhibit 4.1


 




 


 





LEVEL 3 COMMUNICATIONS, INC.,


 


Issuer


 


to


 


THE BANK OF NEW YORK


 


as Trustee


 










 


Indenture


 


Dated as of January 13, 2006


 










 


$1,230,272,000


 


 


11.50% Senior Notes Due 2010


 




 





 





















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  PARTIES

  	
  1

  
	
  RECITALS OF
  THE COMPANY

  	
  1

  
	
   

  	
   

  
	
  ARTICLE ONE

  	
   

  
	
   

  	
   

  
	
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL
  APPLICATION

  	
   

  
	
   

  	
   

  
	
  SECTION 101.  Definitions

  	
  1

  
	
  Accreted Value

  	
  2

  
	
  Acquired Debt

  	
  2

  
	
  Act

  	
  2

  
	
  Act

  	
  2

  
	
  Additional Securities

  	
  2

  
	
  Affiliate

  	
  3

  
	
  Affiliate Transaction

  	
  3

  
	
  Agent Member

  	
  3

  
	
  Asset Disposition

  	
  3

  
	
  Attributable Value

  	
  3

  
	
  Board of Directors

  	
  4

  
	
  Board Resolution

  	
  4

  
	
  Business Day

  	
  4

  
	
  Capital Lease Obligation

  	
  4

  
	
  Capital Stock

  	
  4

  
	
  Cash Equivalents

  	
  4

  
	
  Change of Control

  	
  5

  
	
  Change of Control Triggering
  Event

  	
  5

  
	
  Code

  	
  5

  
	
  Commission

  	
  5

  
	
  Common Stock

  	
  5

  
	
  Company

  	
  6

  
	
  Company Order

  	
  6

  
	
  Company Request

  	
  6

  
	
  Consolidated Capital Ratio

  	
  6

  
	
  Consolidated Cash Flow Available
  for Fixed Charges

  	
  6

  
	
  Consolidated Income Tax Expense

  	
  7

  
	
  Consolidated Interest Expense

  	
  7

  
	
  Consolidated Net Income

  	
  7

  
	
  Consolidated Net Worth

  	
  8

  
	
  Consolidated Tangible Assets

  	
  8

  



 


i





















 


	
  Corporate Trust Office

  	
  8

  
	
  Credit Agreement

  	
  8

  
	
  Credit Facilities

  	
  8

  
	
  Debt

  	
  9

  
	
  Default

  	
  9

  
	
  Defaulted Interest

  	
  9

  
	
  Depository

  	
  9

  
	
  Designation

  	
  9

  
	
  Disqualified Stock

  	
  9

  
	
  Disqualified Stock Dividends

  	
  10

  
	
  Eligible Receivables

  	
  10

  
	
  Event of Default

  	
  10

  
	
  Excess Proceeds

  	
  10

  
	
  Exchange Act

  	
  10

  
	
  Exchange Securities

  	
  10

  
	
  Existing Notes

  	
  10

  
	
  Expiration Date

  	
  10

  
	
  Fair Market Value

  	
  10

  
	
  Federal Bankruptcy Code

  	
  11

  
	
  Global Security

  	
  11

  
	
  Government Securities

  	
  11

  
	
  Guarantee

  	
  11

  
	
  Guarantor

  	
  11

  
	
  Holder

  	
  11

  
	
  Incur

  	
  11

  
	
  Indenture

  	
  12

  
	
  Initial Securities

  	
  12

  
	
  Institutional Accredited
  Investor

  	
  12

  
	
  Institutional Accredited
  Investor Global Security

  	
  12

  
	
  Interest Payment Date

  	
  12

  
	
  Interest Rate or Currency
  Protection Agreement

  	
  12

  
	
  Invested Capital

  	
  12

  
	
  Investment

  	
  12

  
	
  Issue Date

  	
  13

  
	
  Joint Venture

  	
  13

  
	
  Lien

  	
  13

  
	
  Maturity

  	
  13

  
	
  Measurement Date

  	
  13

  
	
  Measurement Date Purchase Money
  Debt

  	
  13

  
	
  Measurement Date Rating

  	
  13

  
	
  Moody’s

  	
  14

  
	
  Net Available Proceeds

  	
  14

  
	
  Non-Global Purchasers

  	
  15

  
	
  Offer

  	
  15

  
	
  Offer to Purchase

  	
  15

  
	
  Officers’ Certificate

  	
  17

  



 


ii





















 


	
  Opinion of Counsel

  	
  17

  
	
  OECD

  	
  17

  
	
  Original Securities

  	
  17

  
	
  Outstanding

  	
  17

  
	
  Paying Agent

  	
  18

  
	
  Permitted Holders

  	
  18

  
	
  Permitted Interest Rate or
  Currency Protection Agreement

  	
  18

  
	
  Permitted Investments

  	
  18

  
	
  Permitted Liens

  	
  18

  
	
  Permitted Telecommunications
  Capital Asset Disposition

  	
  19

  
	
  Person

  	
  19

  
	
  Physical Security

  	
  19

  
	
  Predecessor Security

  	
  19

  
	
  Preferred Stock

  	
  20

  
	
  Preferred Stock Dividends

  	
  20

  
	
  Private Exchange Offer

  	
  20

  
	
  Private Exchange Securities

  	
  20

  
	
  Private Placement Legend

  	
  20

  
	
  Property

  	
  20

  
	
  Proportionate Interest

  	
  20

  
	
  Purchase Amount

  	
  20

  
	
  Purchase Date

  	
  20

  
	
  Purchase Money Debt

  	
  20

  
	
  Purchase Price

  	
  21

  
	
  Qualified Institutional Buyer

  	
  21

  
	
  QIB

  	
  21

  
	
  Qualified Receivable Facility

  	
  21

  
	
  Rating Agencies

  	
  21

  
	
  Rating Date

  	
  21

  
	
  Rating Decline

  	
  21

  
	
  Receivables

  	
  21

  
	
  Redemption Date

  	
  21

  
	
  Redemption Price

  	
  21

  
	
  refinancing

  	
  21

  
	
  Registered Exchange Offer

  	
  21

  
	
  Registration Agreement

  	
  22

  
	
  Regular Record Date

  	
  22

  
	
  Regulation S

  	
  22

  
	
  Regulation S Global Security

  	
  22

  
	
  Required Filing Dates

  	
  22

  
	
  Responsible Officer

  	
  22

  
	
  Restricted Payment

  	
  22

  
	
  Restricted Subsidiary

  	
  22

  
	
  Restricted Subsidiary Guarantee

  	
  22

  
	
  Revocation

  	
  22

  
	
  Rule 144A

  	
  22

  



 


iii





















 


	
  Rule 144A Global Security

  	
  22

  
	
  S&P

  	
  22

  
	
  Sale and Leaseback Transaction

  	
  23

  
	
  Securities

  	
  23

  
	
  Securities Act

  	
  23

  
	
  Security Register

  	
  23

  
	
  Security Registrar

  	
  23

  
	
  Shelf Registration Statement

  	
  23

  
	
  Significant Subsidiary

  	
  23

  
	
  Special Assets

  	
  23

  
	
  Special Interest

  	
  23

  
	
  Special Record Date

  	
  24

  
	
  Stated Maturity

  	
  24

  
	
  Subordinated Debt

  	
  24

  
	
  Subsidiary

  	
  25

  
	
  Telecommunications/IS Assets

  	
  25

  
	
  Telecommunications/IS Business

  	
  25

  
	
  Transfer Restricted Securities

  	
  25

  
	
  Trust Indenture Act

  	
  25

  
	
  Trustee

  	
  25

  
	
  Unrestricted Subsidiary

  	
  26

  
	
  Vice President

  	
  26

  
	
  Voting Stock

  	
  26

  
	
  Wholly Owned Subsidiary

  	
  26

  
	
  SECTION 102.  Compliance
  Certificates and Opinions

  	
  26

  
	
  SECTION 103.  Form of Documents
  Delivered to Trustee

  	
  27

  
	
  SECTION 104.  Acts of Holders

  	
  27

  
	
  SECTION 105.  Notices, etc., to
  Trustee and Company

  	
  28

  
	
  SECTION 106.  Notice to
  Holders; Waiver

  	
  29

  
	
  SECTION 107.  Effect of
  Headings and Table of Contents

  	
  29

  
	
  SECTION 108.  Successors and
  Assigns

  	
  29

  
	
  SECTION 109.  Separability
  Clause

  	
  30

  
	
  SECTION 110.  Benefits of
  Indenture

  	
  30

  
	
  SECTION 111.  Governing Law

  	
  30

  
	
  SECTION 112.  Conflict with
  Trust Indenture Act

  	
  30

  
	
  SECTION 113.  Legal Holidays

  	
  30

  
	
  SECTION 114.  No Personal
  Liability of Directors, Officers, Employees and Stockholders

  	
  31

  
	
  SECTION 115.  Independence of
  Covenants

  	
  31

  
	
  SECTION 116.  Exhibits

  	
  31

  
	
  SECTION 117.  Counterparts

  	
  31

  
	
  SECTION 118.  Duplicate
  Originals

  	
  31

  



 


iv





















 


	
  ARTICLE TWO

  	
   

  
	
   

  	
   

  
	
  SECURITY FORMS

  	
   

  
	
   

  	
   

  
	
  SECTION 201.  Forms Generally

  	
  31

  
	
   

  	
   

  
	
  ARTICLE THREE

  	
   

  
	
   

  	
   

  
	
  THE SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION 301.  Title and Terms

  	
  32

  
	
  SECTION 302.  Denominations

  	
  33

  
	
  SECTION 303.  Execution,
  Authentication, Delivery and Dating

  	
  33

  
	
  SECTION 304.  Temporary
  Securities

  	
  36

  
	
  SECTION 305.  Registration,
  Registration of Transfer and Exchange

  	
  36

  
	
  SECTION 306.  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
  37

  
	
  SECTION 307.  Payment of Interest;
  Interest Rights Preserved

  	
  38

  
	
  SECTION 308.  Persons Deemed
  Owners

  	
  39

  
	
  SECTION 309.  Cancellation

  	
  39

  
	
  SECTION 310.  Computation of
  Interest

  	
  40

  
	
  SECTION 311.  CUSIP Number

  	
  40

  
	
  SECTION 312.  Book-Entry
  Provisions for Global Securities

  	
  40

  
	
  SECTION 313.  Special Transfer
  Provisions

  	
  42

  
	
   

  	
   

  
	
  ARTICLE FOUR

  	
   

  
	
   

  	
   

  
	
  SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
   

  
	
  SECTION 401.  Satisfaction and
  Discharge of Indenture

  	
  46

  
	
  SECTION 402.  Application of
  Trust Money

  	
  47

  
	
   

  	
   

  
	
  ARTICLE FIVE

  	
   

  
	
   

  	
   

  
	
  REMEDIES

  	
   

  
	
   

  	
   

  
	
  SECTION 501.  Events of Default

  	
  47

  
	
  SECTION 502.  Acceleration of
  Maturity; Rescission and Annulment

  	
  49

  
	
  SECTION 503.  Collection of
  Indebtedness and Suits for Enforcement by Trustee

  	
  50

  
	
  SECTION 504.  Trustee May File
  Proofs of Claim

  	
  50

  
	
  SECTION 505.  Trustee May
  Enforce Claims Without Possession of Securities

  	
  51

  
	
  SECTION 506.  Application of
  Money Collected

  	
  51

  
	
  SECTION 507.  Limitation on
  Suits

  	
  52

  
	
  SECTION 508.  Unconditional
  Right of Holders to Receive Principal, Premium and Interest

  	
  52

  



 


v





















 


	
  SECTION 509.  Restoration of
  Rights and Remedies

  	
  53

  
	
  SECTION 510.  Rights and
  Remedies Cumulative

  	
  53

  
	
  SECTION 511.  Delay or Omission
  Not Waiver

  	
  53

  
	
  SECTION 512.  Control by
  Holders

  	
  53

  
	
  SECTION 513.  Waiver of Past
  Defaults

  	
  54

  
	
  SECTION 514.  Waiver of Stay or
  Extension Laws

  	
  54

  
	
   

  	
   

  
	
  ARTICLE SIX

  	
   

  
	
   

  	
   

  
	
  THE TRUSTEE

  	
   

  
	
   

  	
   

  
	
  SECTION 601.  Certain Duties
  and Responsibilities

  	
  54

  
	
  SECTION 602.  Notice of Default

  	
  56

  
	
  SECTION 603.  Certain Rights of
  Trustee

  	
  56

  
	
  SECTION 604.  Trustee Not
  Responsible for Recitals or Issuance of Securities

  	
  57

  
	
  SECTION 605.  May Hold
  Securities

  	
  58

  
	
  SECTION 606.  Money Held in
  Trust

  	
  58

  
	
  SECTION 607.  Compensation and
  Reimbursement

  	
  58

  
	
  SECTION 608.  Corporate Trustee
  Required; Eligibility; Conflicting Interests

  	
  59

  
	
  SECTION 609.  Resignation and
  Removal; Appointment of Successor

  	
  59

  
	
  SECTION 610.  Acceptance of
  Appointment by Successor

  	
  61

  
	
  SECTION 611.  Merger,
  Conversion, Consolidation or Succession to Business

  	
  61

  
	
   

  	
   

  
	
  ARTICLE SEVEN

  	
   

  
	
   

  	
   

  
	
  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
  COMPANY

  	
   

  
	
   

  	
   

  
	
  SECTION 701.  Disclosure of
  Names and Addresses of Holders

  	
  62

  
	
  SECTION 702.  Reports by
  Trustee

  	
  62

  
	
  SECTION 703.  Reports by
  Company

  	
  62

  
	
   

  	
   

  
	
  ARTICLE EIGHT

  	
   

  
	
   

  	
   

  
	
  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
  OR LEASE

  	
   

  
	
   

  	
   

  
	
  SECTION 801.  Company May
  Consolidate, etc., Only on Certain Terms

  	
  62

  
	
  SECTION 802.  Successor Company
  Substituted

  	
  64

  
	
  SECTION 803.  Guarantor May
  Consolidate, etc., Only on Certain Terms

  	
  64

  
	
  SECTION 804.  Successor
  Guarantor Substituted

  	
  65

  



 


vi





















 


	
  ARTICLE NINE

  	
   

  
	
   

  	
   

  
	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  
	
  SECTION 901.  Supplemental
  Indentures Without Consent of Holders

  	
  66

  
	
  SECTION 902.  Supplemental
  Indentures With Consent of Holders

  	
  67

  
	
  SECTION 903.  Execution of
  Supplemental Indentures

  	
  68

  
	
  SECTION 904.  Effect of Supplemental
  Indentures

  	
  68

  
	
  SECTION 905.  Conformity with
  Trust Indenture Act

  	
  68

  
	
  SECTION 906.  Reference in
  Securities to Supplemental Indentures

  	
  68

  
	
  SECTION 907.  Notice of
  Supplemental Indentures

  	
  68

  
	
   

  	
   

  
	
  ARTICLE TEN

  	
   

  
	
   

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  
	
  SECTION 1001.  Payment of
  Principal, Premium, if Any, and Interest

  	
  69

  
	
  SECTION 1002.  Maintenance of
  Office or Agency

  	
  69

  
	
  SECTION 1003.  Money for
  Security Payments to Be Held in Trust

  	
  69

  
	
  SECTION 1004.  Corporate
  Existence

  	
  71

  
	
  SECTION 1005.  Maintenance of
  Properties

  	
  71

  
	
  SECTION 1006.  Insurance

  	
  71

  
	
  SECTION 1007.  Reports

  	
  71

  
	
  SECTION 1008.  Statement by
  Officers as to Default

  	
  72

  
	
  SECTION 1009.  Change of
  Control Triggering Event

  	
  72

  
	
  SECTION 1010.  Limitation on
  Consolidated Debt

  	
  74

  
	
  SECTION 1011.  Limitation on
  Debt of Restricted Subsidiaries

  	
  78

  
	
  SECTION 1012.  Limitation on
  Restricted Payments

  	
  80

  
	
  SECTION 1013.  Limitation on
  Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

  	
  82

  
	
  SECTION 1014.  Limitation on
  Liens

  	
  84

  
	
  SECTION 1015.  Limitation on
  Sale and Leaseback Transactions

  	
  85

  
	
  SECTION 1016.  Limitation on
  Asset Dispositions

  	
  85

  
	
  SECTION 1017.  Limitation on
  Issuance and Sales of Capital Stock of Restricted Subsidiaries

  	
  87

  
	
  SECTION 1018.  Transactions
  with Affiliates

  	
  88

  
	
  SECTION 1019.  Limitation on
  Designations of Unrestricted Subsidiaries

  	
  89

  
	
  SECTION 1020.  Special Interest
  Notice

  	
  91

  
	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
   

  
	
   

  	
   

  
	
  REDEMPTION OF SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION 1101.  Right of
  Redemption

  	
  91

  
	
  SECTION 1102.  Applicability of
  Article

  	
  91

  



 


vii





















 


	
  SECTION 1103.  Election to
  Redeem; Notice to Trustee

  	
  91

  
	
  SECTION 1104.  Selection by
  Trustee of Securities to Be Redeemed

  	
  92

  
	
  SECTION 1105.  Notice of
  Redemption

  	
  92

  
	
  SECTION 1106.  Deposit of
  Redemption Price

  	
  93

  
	
  SECTION 1107.  Securities
  Payable on Redemption Date

  	
  93

  
	
  SECTION 1108.  Securities
  Redeemed in Part

  	
  93

  
	
   

  	
   

  
	
  ARTICLE TWELVE

  	
   

  
	
   

  	
   

  
	
  DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  
	
   

  	
   

  
	
  SECTION 1201.  Company’s Option
  to Effect Defeasance or Covenant Defeasance

  	
  94

  
	
  SECTION 1202.  Defeasance and Discharge

  	
  94

  
	
  SECTION 1203.  Covenant
  Defeasance

  	
  95

  
	
  SECTION 1204.  Conditions to
  Defeasance or Covenant Defeasance

  	
  95

  
	
  SECTION 1205.  Deposited Money
  and Government Securities to Be Held in Trust; Other Miscellaneous Provisions

  	
  97

  
	
  SECTION 1206.  Reinstatement

  	
  97

  
	
   

  	
   

  
	
  EXHIBIT A -
  Form of Security

  	
   

  
	
   

  	
   

  
	
  EXHIBIT B -
  Form of Supplemental Indenture

  	
   

  



 


viii





















 


PARTIES


 


INDENTURE,
dated as of January 13, 2006 between Level 3 Communications, Inc., a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the “Company”), having its principal office at
1025 Eldorado Boulevard, Broomfield, Colorado 80021, and The Bank of
New York, a New York banking corporation, as Trustee (herein called
the “Trustee”).


 


RECITALS OF
THE COMPANY


 


The Company
has duly authorized the creation of an issue of 11.50% Senior Notes Due 2010
(the “Initial Securities”) and, in respect of Initial Securities that are
Transfer Restricted Securities (as defined below), if and when issued pursuant
to a Registered Exchange Offer or Private Exchange Offer pursuant to a
Registration Agreement for such Initial Securities, 11.50% Senior Notes Due
2010 (the “Exchange Securities” and, together with the Initial Securities, the
“Securities”), of substantially the tenor and amount hereinafter set forth, and
to provide therefor the Company has duly authorized the execution and delivery
of this Indenture.


 


All things
necessary have been done to make the Securities, when executed by the Company
and authenticated and delivered hereunder and duly issued by the Company, the
valid obligations of the Company and to make this Indenture a valid agreement
of each of the Company and the Trustee, in accordance with their and its terms.


 


NOW, THEREFORE,
THIS INDENTURE WITNESSETH:


 


For and in
consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Securities, as follows:


 


ARTICLE ONE



DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


SECTION
101.  Definitions.


 


For all
purposes of this Indenture, including the recitals set forth above, except as
otherwise expressly provided or unless the context otherwise requires:


 


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


 


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


 





















 


(c) all accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles, and, except as otherwise herein expressly
provided, the term “generally accepted accounting principles” with respect to
any computation required or permitted hereunder shall mean United States
generally accepted accounting principles as in effect on the date of this
Indenture;


 


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


 


(e) unless otherwise indicated, references to
Articles, Sections, paragraphs or other subdivisions are references to such
Articles, Sections, paragraphs or other subdivisions of this Indenture; and


 


(f) “or” is not exclusive and “including”
means including without limitation.


 


“Accreted Value”
of any Debt issued at a price less than the principal amount at stated
maturity, means, as of any date of determination, an amount equal to the sum of
(a) the issue price of such Debt as determined in accordance with
Section 1273 of the Code or any successor provisions plus (b) the
aggregate of the portions of the original issue discount (the excess of the
amounts considered as part of the “stated redemption price at maturity” of such
Debt within the meaning of Section 1273(a)(2) of the Code or any successor
provisions, whether denominated as principal or interest, over the issue price
of such Debt) that shall theretofore have accrued pursuant to Section 1272
of the Code (without regard to Section 1272(a)(7) of the Code) from the
date of issue of such Debt to the date of determination, minus all amounts theretofore
paid in respect of such Debt, which amounts are considered as part of the
“stated redemption price at maturity” of such Debt within the meaning of
Section 1273(a)(2) of the Code or any successor provisions (whether such
amounts paid were denominated principal or interest).


 


“Acquired Debt”
means, with respect to any specified Person, (i) Debt of any other Person
existing at the time such Person merges with or into or consolidates with or
becomes a Subsidiary of such specified Person and (ii) Debt secured by a
Lien encumbering any Property acquired by such specified Person, which Debt was
not incurred in anticipation of, and was outstanding prior to, such merger,
consolidation or acquisition.


 


“Act”
when used with respect to any Holder, has the meaning specified in
Section 104.


 


“Additional
Securities” means, subject to the Company’s compliance with the covenants in
this Indenture, including Section 1010 and Section 1011, 11.50%
Senior Notes due 2010 issued from time to time after the Issue Date under the
terms of this Indenture (other than pursuant to Section 304, 306, 1016 or
1108 of this Indenture).


 


2





















 


“Affiliate”
of any Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such Person.  For the purposes of this definition,
“control” when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.  For purposes of Sections 1016 and 1018 and
the definition of “Telecommunications/IS Assets” only, “Affiliate” shall also
mean any beneficial owner of shares representing 10% or more of the total
voting power of the Voting Stock (on a fully diluted basis) of the Company or
of rights or warrants to purchase such Voting Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial
owner pursuant to the first sentence hereof.


 


“Affiliate
Transaction” has the meaning specified in Section 1018.


 


“Agent Member”
has the meaning specified in Section 312.


 


“Asset Disposition”
means
any transfer, conveyance, sale, lease, issuance or other disposition by the
Company or any Restricted Subsidiary in one or more related transactions
(including a consolidation or merger or other sale of any such Restricted
Subsidiary with, into or to another Person in a transaction in which such
Restricted Subsidiary ceases to be a Restricted Subsidiary of the Company, but
excluding a disposition by a Restricted Subsidiary to the Company or a
Restricted Subsidiary or by the Company to a Restricted Subsidiary) of
(i) shares of Capital Stock or other ownership interests of a Restricted
Subsidiary (other than as permitted by clause (v), (vi), (vii) or (ix) of
Section 1017), (ii) substantially all of the assets of the Company or
any Restricted Subsidiary representing a division or line of business or
(iii) other Property of the Company or any Restricted Subsidiary outside
of the ordinary course of business (excluding any transfer, conveyance, sale,
lease or other disposition of equipment that is obsolete or no longer used by
or useful to the Company, provided that the Company has delivered to the
Trustee an Officers’ Certificate stating that such criteria are satisfied); provided
in each case that the aggregate consideration for such transfer, conveyance,
sale, lease or other disposition is equal to $5,000,000 or more in any 12-month
period.  The following shall not be Asset
Dispositions:  (i) Permitted
Telecommunications Capital Asset Dispositions that comply with clause (i) of
the first paragraph of Section 1016, (ii) when used with respect to
the Company, any Asset Disposition permitted pursuant to Article Eight which
constitutes a disposition of all or substantially all of the assets of the
Company and the Restricted Subsidiaries taken as a whole, (iii) Receivables
sales constituting Debt under Qualified Receivable Facilities permitted to be
Incurred pursuant to Section 1010 and (iv) any disposition that
constitutes a Permitted Investment or a Restricted Payment permitted by Section 1012.


 


“Attributable
Value” means, as to any particular lease under which any Person is at the time
liable other than a Capital Lease Obligation, and at any date as of which the
amount thereof is to be determined, the total net amount of rent required to be
paid by such Person under such lease during the remaining term thereof
(including any period for


 


3





















 


which such
lease has been extended) as determined in accordance with generally accepted
accounting principles, discounted from the last date of such remaining term to
the date of determination at a rate per annum equal to the discount rate which
would be applicable to a Capital Lease Obligation with like term in accordance
with generally accepted accounting principles. 
The net amount of rent required to be paid under any such lease for any
such period shall be the aggregate amount of rent payable by the lessee with
respect to such period after excluding amounts required to be paid on account
of insurance, taxes, assessments, utility, operating and labor costs and
similar charges.  In the case of any
lease which is terminable by the lessee upon the payment of penalty, such net
amount shall also include the lesser of the amount of such penalty (in which
case no rent shall be considered as required to be paid under such lease
subsequent to the first date upon which it may be so terminated) or the rent
which would otherwise be required to be paid if such lease is not so
terminated.  “Attributable Value” means,
as to a Capital Lease Obligation, the principal amount thereof.


 


“Board of
Directors” means the board of directors of the Company.


 


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


 


“Business Day”
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
on which banking institutions in The City of New York are authorized or
obligated by law or executive order to close.


 


“Capital Lease
Obligation” of any Person means the obligation to pay rent or other payment
amount under a lease of (or other Debt arrangements conveying the right to use)
Property of such Person which is required to be classified and accounted for as
a capital lease or a liability on the face of a balance sheet of such Person in
accordance with generally accepted accounting principles (a “Capital Lease”).  The stated maturity of such obligation shall
be the date of the last payment of rent or any other amount due under such
lease prior to the first date upon which such lease may be terminated by the
lessee without payment of a penalty.  The
principal amount of such obligation shall be the capitalized amount thereof
that would appear on the face of a balance sheet of such Person in accordance
with generally accepted accounting principles.


 


“Capital
Stock” of any Person means any and all shares, interests, participations or
other equivalents (however designated) of corporate stock or other equity
participations, including partnership interests, whether general or limited, of
such Person and any rights (other than debt securities convertible or
exchangeable into an equity interest), warrants or options to acquire an equity
interest in such Person.


 


“Cash
Equivalents” means (i) Government Securities maturing, or subject to
tender at the option of the holder thereof, within two years after the date of
acquisition thereof, (ii) time deposits and certificates of deposit of any
commercial bank organized in the United States having capital and surplus in
excess of $500,000,000 or a commercial


 


4





















 


bank organized
under the law of any other country that is a member of the OECD having total
assets in excess of $500,000,000 (or its foreign currency equivalent at the
time) with a maturity date not more than one year from the date of acquisition,
(iii) repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clause (i) above entered
into with (x) any bank meeting the qualifications specified in clause (ii)
above or (y) any primary government securities dealer reporting to the Market
Reports Division of the Federal Reserve Bank of New York, (iv) direct
obligations issued by any state of the United States of America or any
political subdivision of any such state or any public instrumentality thereof
maturing, or subject to tender at the option of the holder thereof, within
90 days after the date of acquisition thereof, provided that, at
the time of acquisition, the long-term debt of such state, political
subdivision or public instrumentality has a rating of A (or higher) from
S&P or A-2 (or higher) from Moody’s (or, if at any time neither S&P nor
Moody’s shall be rating such obligations, then an equivalent rating from such
other nationally recognized rating service acceptable to the Trustee),
(v) commercial paper issued by the parent corporation of any commercial
bank organized in the United States having capital and surplus in excess of
$500,000,000 or a commercial bank organized under the laws of any other country
that is a member of the OECD having total assets in excess of $500,000,000 (or
its foreign currency equivalent at the time), and commercial paper issued by
others having one of the two highest ratings obtainable from either S&P or
Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such
obligations, then from such other nationally recognized rating service
acceptable to the Trustee) and in each case maturing within one year after the
date of acquisition, (vi) overnight bank deposits and bankers’ acceptances
at any commercial bank organized in the United States having capital and surplus
in excess of $500,000,000 or a commercial bank organized under the laws of any
other country that is a member of the OECD having total assets in excess of
$500,000,000 (or its foreign currency equivalent at the time),
(vii) deposits available for withdrawal on demand with a commercial bank
organized in the United States having capital and surplus in excess of
$500,000,000 or a commercial bank organized under the laws of any other country
that is a member of the OECD having total assets in excess of $500,000,000 (or
its foreign currency equivalent at the time) and (viii) investments in
money market funds substantially all of whose assets comprise securities of the
types described in clauses (i) through (vii).


 


“Change of
Control” has the meaning specified in Section 1009.


 


“Change of
Control Triggering Event” has the meaning specified in Section 1009.


 


“Code” means
the Internal Revenue Code of 1986, as amended.


 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, or, if at any time after the execution of this
Indenture such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.


 


“Common Stock”
of any Person means Capital Stock of such Person that does not rank prior, as
to the payment of dividends or as to the distribution of assets upon any


 


5





















 


voluntary or
involuntary liquidation, dissolution or winding up of such Person, to shares of
Capital Stock of any other class of such Person.


 


“Company”
means the Person named as the “Company” in the first paragraph of this
Indenture, until a successor Person shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Company” shall mean such
successor Person.


 


“Company
Order” or “Company Request” means a written request or order signed in the name
of the Company by the Chairman of the Board of Directors, a Vice Chairman of
the Board of Directors, the President or a Vice President, and by the Chief
Financial Officer, the Chief Accounting Officer, the Treasurer, an Assistant
Treasurer, the Controller, the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee.


 


“Consolidated
Capital Ratio” means as of the date of determination the ratio of (i) the
aggregate amount of Debt of the Company and its Restricted Subsidiaries on a
consolidated basis as at the date of determination to (ii) the sum of (a) $2,024,000,000,
(b) the aggregate net proceeds to the Company from the issuance or sale of
any Capital Stock (including Preferred Stock) of the Company other than
Disqualified Stock subsequent to the Measurement Date, (c) the aggregate
net proceeds from the issuance or sale of Debt of the Company or any Restricted
Subsidiary subsequent to the Measurement Date convertible or exchangeable into
Capital Stock of the Company other than Disqualified Stock, in each case upon
conversion or exchange thereof into Capital Stock of the Company subsequent to
the Measurement Date and (d) the after-tax gain on the sale, subsequent to
the Measurement Date, of Special Assets to the extent such Special Assets have
been sold for cash, Cash Equivalents, Telecommunications/IS Assets or the
assumption of Debt of the Company or any Restricted Subsidiary (other than Debt
that is subordinated to the Securities or any applicable Restricted Subsidiary
Guarantee) and release of the Company and all Restricted Subsidiaries from all liability
on the Debt assumed; provided, however, that, for purposes of
calculation of the Consolidated Capital Ratio, the net proceeds from the
issuance or sale of Capital Stock or Debt described in clause (b) or (c) above
shall not be included to the extent (x) such proceeds have been utilized
to make a Permitted Investment under clause (i) of the definition thereof or a
Restricted Payment or (y) such Capital Stock or Debt shall have been
issued or sold to the Company, a Subsidiary of the Company or an employee stock
ownership plan or trust established by the Company or any such Subsidiary for
the benefit of their employees.


 


“Consolidated
Cash Flow Available for Fixed Charges” for any period means the Consolidated
Net Income of the Company and its Restricted Subsidiaries for such period
increased by the sum of, to the extent reducing Consolidated Net Income for
such period, (i) Consolidated Interest Expense of the Company and its
Restricted Subsidiaries for such period, plus (ii) Consolidated Income Tax
Expense of the Company and its Restricted Subsidiaries for such period, plus
(iii) consolidated depreciation and amortization expense and any other
non-cash items (other than any such non-cash item to the extent that it
represents an accrual of or reserve for cash expenditures in any future
period);


 


6





















 


provided,
however, that there shall be excluded therefrom the Consolidated Cash
Flow Available for Fixed Charges (if positive) of any Restricted Subsidiary
(calculated separately for such Restricted Subsidiary in the same manner as
provided above for the Company) that is subject to a restriction which prevents
the payment of dividends or the making of distributions to the Company or
another Restricted Subsidiary to the extent of such restrictions.


 


“Consolidated
Income Tax Expense” for any period means the aggregate amounts of the
provisions for income taxes of the Company and its Restricted Subsidiaries for
such period calculated on a consolidated basis in accordance with generally
accepted accounting principles.


 


“Consolidated
Interest Expense” for any period means the interest expense included in a
consolidated income statement (excluding interest income) of the Company and
its Restricted Subsidiaries for such period in accordance with generally
accepted accounting principles, including without limitation or duplication
(or, to the extent not so included, with the addition of), (i) the
amortization of Debt discounts and issuance costs, including commitment fees;
(ii) any payments or fees with respect to letters of credit, bankers’
acceptances or similar facilities; (iii) net costs with respect to
interest rate swap or similar agreements or foreign currency hedge, exchange or
similar agreements (including fees); (iv) Preferred Stock Dividends (other
than dividends paid in shares of Preferred Stock that is not Disqualified
Stock) declared and paid or payable; (v) accrued Disqualified Stock
Dividends, whether or not declared or paid; (vi) interest on Debt guaranteed
by the Company and its Restricted Subsidiaries; (vii) the portion of any
Capital Lease Obligation or Sale and Leaseback Transaction paid during such
period that is allocable to interest expense; (viii) interest Incurred in
connection with investments in discontinued operations; and (ix) the cash
contributions to any employee stock ownership plan or similar trust to the
extent such contributions are used by such plan or trust to pay interest or
fees to any Person (other than the Company or a Restricted Subsidiary) in
connection with Debt Incurred by such plan or trust.


 


“Consolidated
Net Income” for any period means the net income (or loss) of the Company and
its Restricted Subsidiaries for such period determined on a consolidated basis
in accordance with generally accepted accounting principles; provided
that there shall be excluded therefrom (a) for purposes of
Section 1012 only, the net income (or loss) of any Person acquired by the
Company or a Restricted Subsidiary in a pooling-of-interests transaction for any
period prior to the date of such transaction, (b) the net income (or loss)
of any Person that is not a Restricted Subsidiary except to the extent of the
amount of dividends or other distributions actually paid to the Company or a
Restricted Subsidiary by such Person during such period (except, for purposes
of Section 1012 only, to the extent such dividends or distributions have
been subtracted from the calculation of the amount of Investments to support
the actual making of Investments), (c) gains or losses realized upon the
sale or other disposition of any Property of the Company or its Restricted
Subsidiaries that is not sold or disposed of in the ordinary course of business
(it being understood that Permitted Telecommunications Capital Asset Dispositions
shall be considered to be in the ordinary course of business),


 


7





















 


(d) gains
or losses realized upon the sale or other disposition of any Special Assets,
(e) all extraordinary gains and extraordinary losses, determined in
accordance with generally accepted accounting principles, (f) the
cumulative effect of changes in accounting principles, (g) non-cash gains
or losses resulting from fluctuations in currency exchange rates, (h) any
non-cash expense related to the issuance to employees or directors of the
Company or any Restricted Subsidiary of (1) options to purchase Capital
Stock of the Company or such Restricted Subsidiary or (2) other
compensatory rights; provided, in either case, that such options or rights,
by their terms can be redeemed at the option of the holder of such option or
right only for Capital Stock, and (i) with respect to a Restricted
Subsidiary that is not a Wholly Owned Subsidiary any aggregate net income (or
loss) in excess of the Company’s or any Restricted Subsidiary’s pro rata share
of the net income (or loss) of such Restricted Subsidiary that is not a Wholly
Owned Subsidiary; provided further that there shall further be excluded
therefrom the net income (but not net loss) of any Restricted Subsidiary that
is subject to a restriction which prevents the payment of dividends or the
making of distributions to the Company or another Restricted Subsidiary to the
extent of such restriction.


 


“Consolidated
Net Worth” of any Person means the stockholders’ equity of such Person,
determined on a consolidated basis in accordance with generally accepted
accounting principles, less amounts attributable to Disqualified Stock of such
Person.


 


“Consolidated
Tangible Assets” of any Person means the total amount of assets (less
applicable reserves and other properly deductible items) which under generally
accepted accounting principles would be included on a consolidated balance
sheet of such Person and its Subsidiaries after deducting therefrom all goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and
other like intangibles, which in each case under generally accepted accounting
principles would be included on such consolidated balance sheet.


 


“Corporate
Trust Office” means the principal corporate trust office of the Trustee, at
which at any particular time its corporate trust business shall be
administered, which office at the date of execution of this Indenture is
located at 101 Barclay Street, Floor 8W, New York, New York 10286.


 


“Credit
Agreement” means the Credit Agreement, dated as of December 1, 2004, among the
Company, Level 3 Communications Financing, Inc., the lenders party thereto and
Merrill Lynch Capital Corporation, as administrative agent and collateral
agent.


 


“Credit
Facilities” means one or more credit agreements, loan agreements or similar
facilities, secured or unsecured, providing for revolving credit loans, term
loans and/or letters of credit, including the Credit Agreement and any
Qualified Receivable Facility, entered into from time to time by the Company
and its Restricted Subsidiaries, and including any related notes, Guarantees,
collateral documents, instruments and agreements executed in connection
therewith, as the same may be amended, supplemented, modified, restated or
replaced from time to time.


 


8





















 


“Debt” means
(without duplication), with respect to any Person, whether recourse is to all
or a portion of the assets of such Person and whether or not contingent,
(i) every obligation of such Person for money borrowed, (ii) every
obligation of such Person evidenced by bonds, debentures, notes or other
similar instruments, including obligations incurred in connection with the
acquisition of Property, (iii) every reimbursement obligation of such
Person with respect to letters of credit, bankers’ acceptances or similar
facilities issued for the account of such Person, (iv) every obligation of
such Person issued or assumed as the deferred purchase price of Property or
services (including securities repurchase agreements but excluding trade
accounts payable or accrued liabilities arising in the ordinary course of
business), (v) every Capital Lease Obligation of such Person and all
Attributable Value in respect of Sale and Leaseback Transactions entered into
by such Person, (vi) all obligations to redeem or repurchase Disqualified
Stock issued by such Person, (vii) the liquidation preference of any
Preferred Stock (other than Disqualified Stock, which is covered by the
preceding clause (vi)) issued by any Restricted Subsidiary of such Person,
(viii) every obligation under Interest Rate or Currency Protection
Agreements of such Person and (ix) every obligation of the type referred
to in clauses (i) through (viii) of another Person and all dividends of another
Person the payment of which, in either case, such Person has Guaranteed.  The “amount” or “principal amount” of Debt at
any time of determination as used herein represented by (a) any Debt
issued at a price that is less than the principal amount at maturity thereof,
shall be, except as otherwise set forth herein, the Accreted Value of such Debt
at such time or (b) in the case of any Receivables sale constituting Debt,
the amount of the unrecovered purchase price (that is, the amount paid for
Receivables that has not been actually recovered from the collection of such
Receivables) paid by the purchaser (other than the Company or a Wholly Owned
Restricted Subsidiary of the Company) thereof. 
The amount of Debt represented by an obligation under an Interest Rate
or Currency Protection Agreement shall be equal to (x) zero if such
obligation has been Incurred pursuant to clause (x) of paragraph (b) of
Section 1010 or (y) the notional amount of such obligation if not
Incurred pursuant to such clause.


 


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


 


“Defaulted
Interest” has the meaning specified in Section 307.


 


“Depository”
means The Depository Trust Company, its nominees and successors.


 


“Designation”
and “Designation Amount” have the respective meanings specified in
Section 1019.


 


“Disqualified
Stock” of any Person means any Capital Stock of such Person which, by its terms
(or by the terms of any security into which it is convertible or for which it
is exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is
redeemable at the option of the holder thereof, in whole or in part, on or
prior to the final Stated Maturity of the Securities; provided, however,
that any Preferred Stock which would not constitute


 


9





















 


Disqualified
Stock but for provisions thereof giving holders thereof the right to require
the Company to repurchase or redeem such Preferred Stock upon the occurrence of
a change of control occurring prior to the final Stated Maturity of the
Securities shall not constitute Disqualified Stock if the change of control
provisions applicable to such Preferred Stock are no more favorable to the
holders of such Preferred Stock than the provisions applicable to the
Securities contained in Section 1009 and such Preferred Stock specifically
provides that the Company will not repurchase or redeem any such stock pursuant
to such provisions prior to the Company’s repurchase of such Securities as are
required to be repurchased pursuant to Section 1009.


 


“Disqualified
Stock Dividends” means all dividends with respect to Disqualified Stock of the
Company held by Persons other than a Wholly Owned Restricted Subsidiary.  The amount of any such dividend shall be
equal to the quotient of such dividend divided by the difference between one
and the maximum statutory federal income tax rate (expressed as a decimal
number between 1 and 0) applicable to the Company for the period during which
such dividends were paid.


 


“Eligible
Receivables” means, at any time, Receivables of the Company and its Restricted
Subsidiaries, as evidenced on the most recent quarterly consolidated balance
sheet of the Company as at a date at least 45 days prior to such time,
arising in the ordinary course of business of the Company or any Restricted
Subsidiary.


 


“Event of
Default” has the meaning specified in Section 501.


 


“Excess
Proceeds” has the meaning specified in Section 1016.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended (or any successor act),
and the rules and regulations thereunder (or respective successors thereto).


 


“Exchange
Securities” has the meaning stated in the first recital of this Indenture.


 


“Existing
Notes” means the Company’s 9 1/8% Senior Notes due 2008, 11% Senior Notes
due 2008, 10 1/2% Senior Discount Notes due 2008, 6% Convertible Subordinated
Notes due 2009, 11 1/4% Senior Notes due 2010, 12 7/8% Senior
Discount Notes due 2010, 6% Convertible Subordinated Notes due 2010, 2.875%
Convertible Senior Notes due 2010, 9% Convertible Senior Discount Notes due
2013, 5 1/4% Convertible Senior Notes due 2011, 10% Convertible Senior
Notes due 2011, 11 1/4% Senior Notes due 2010 and 10 3/4% Senior
Notes due 2008.


 


“Expiration
Date” has the meaning specified in “Offer to Purchase” below.


 


“Fair Market
Value” means, with respect to any Property, the price that could be negotiated
in an arm’s-length free market transaction, for cash, between a willing seller
and a willing buyer, neither of whom is under pressure or compulsion to
complete the transaction.  Unless otherwise
specified herein, Fair Market Value shall be determined by the Board of
Directors acting in good faith and shall be evidenced by a Board Resolution
delivered to the Trustee.


 


10





















 


“Federal
Bankruptcy Code” means the Bankruptcy Act of Title 1 of the United States
Code, as amended from time to time.


 


“Global
Security” means a Rule 144A Global Security, an Institutional Accredited
Investor Global Security or a Regulation S Global Security, as the case
may be.


 


“Government
Securities” means direct obligations of, or obligations fully and
unconditionally guaranteed or insured by, the United States of America or any
agency or instrumentality thereof for the payment of which obligations or
guarantee the full faith and credit of the United States is pledged and which
are not callable or redeemable at the issuer’s option (unless, for purposes of
the definition of “Cash Equivalents” only, the obligations are redeemable or
callable at a price not less than the purchase price paid by the Company or the
applicable Restricted Subsidiary, together with all accrued and unpaid interest
(if any) on such Government Securities).


 


“Guarantee” by
any Person means any obligation, direct or indirect, contingent or otherwise,
of such Person guaranteeing, or having the economic effect of guaranteeing, any
Debt of any other Person (the “primary obligor”) in any manner, whether
directly or indirectly, 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 Debt or to purchase (or to advance
or supply funds for the purchase of) any security for the payment of such Debt,
including any such obligations arising by virtue of partnership arrangements or
by agreements to keep-well, (ii) to purchase Property or services or to
take-or-pay for the purpose of assuring the holder of such Debt of the payment
of such Debt, (iii) to maintain working capital, equity capital or other
financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Debt or (iv) entered into for the
purpose of assuring in any other manner the obligee against loss in respect
thereof, in whole or in part (and “Guaranteed”, “Guaranteeing” and “Guarantor”
shall have meanings correlative to the foregoing); provided, however,
that the Guarantee by any Person shall not include endorsements by such Person
for collection or deposit, in either case, in the ordinary course of business.


 


“Guarantor”
means a Restricted Subsidiary of the Company that has executed a Restricted
Subsidiary Guarantee, until a successor Person shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter “Guarantor”
shall mean such successor Person.


 


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


 


“Incur” means,
with respect to any Debt or other obligation of any Person, to create, issue,
incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise
become liable in respect of such Debt or other obligation including the
recording, as required pursuant to generally accepted accounting principles or
otherwise, of any such Debt or other obligation on the balance sheet of such
Person (and “Incurrence”, “Incurred”, “Incurrable” and “Incurring” shall have
meanings correlative to


 


11





















 


the
foregoing); provided, however, that a change in generally
accepted accounting principles that results in an obligation of such Person
that exists at such time becoming Debt shall not be deemed an Incurrence of
such Debt and that neither the accrual of interest nor the accretion of
original issue discount shall be deemed an Incurrence of Debt.  Debt otherwise incurred by a Person before it
becomes a Subsidiary of the Company shall be deemed to have been Incurred at
the time at which it becomes a Subsidiary.


 


“Indenture”
means this instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof.


 


“Initial
Securities” has the meaning stated in the first recital of this Indenture and
includes the Original Securities and any Additional Securities.


 


“Institutional
Accredited Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.


 


“Institutional
Accredited Investor Global Security” has the meaning specified in
Section 303.


 


“Interest
Payment Date” means the Stated Maturity of an installment of interest on the
Securities.


 


“Interest Rate
or Currency Protection Agreement” of any Person means any forward contract,
futures contract, swap, option or other financial agreement or arrangement
(including caps, floors, collars and similar agreements) relating to, or the
value of which is dependent upon, interest rates or currency exchange rates or
indices.


 


“Invested
Capital” means the sum of (a) $500,000,000, (b) the aggregate net
proceeds received by the Company from the issuance or sale of any Capital
Stock, including Preferred Stock, of the Company but excluding Disqualified
Stock, subsequent to the Measurement Date, and (c) the aggregate net
proceeds from the issuance or sale of Debt of the Company or any Restricted
Subsidiary subsequent to the Measurement Date convertible or exchangeable into
Capital Stock of the Company other than Disqualified Stock, in each case upon
conversion or exchange thereof into Capital Stock of the Company subsequent to
the Measurement Date; provided, however, that the net proceeds
from the issuance or sale of Capital Stock or Debt described in clause (b) or
(c) shall be excluded from any computation of Invested Capital to the extent
(i) utilized to make a Restricted Payment or (ii) such Capital Stock
or Debt shall have been issued or sold to the Company, a Subsidiary of the
Company or an employee stock ownership plan or trust established by the Company
or any such Subsidiary for the benefit of their employees.


 


“Investment”
by any Person means any direct or indirect loan, advance or other extension of
credit or capital contribution (by means of transfers of cash or other Property
to others or payments for Property or services for the account or use of
others, or otherwise) to, purchase, redemption, retirement or acquisition of
Capital Stock, bonds,


 


12





















 


notes,
debentures or other securities or evidence of Debt issued by, or Incurrence of,
or payment on, a Guarantee of any obligation of, any other Person; provided
that Investments shall exclude commercially reasonable extensions of trade
credit.  The amount, as of any date of
determination, of any Investment shall be the original cost of such Investment,
plus the cost of all additions,
as of such date, thereto and minus
the amount, as of such date, of any portion of such Investment repaid to such
Person in cash as a repayment of principal or a return of capital, as the case
may be (except to the extent such repaid amount has been included in
Consolidated Net Income to support the actual making of Restricted Payments),
but without any other adjustments for increases or decreases in value, or
write-ups, write-downs or write-offs with respect to such Investment.  In determining the amount of any Investment
involving a transfer of any Property other than cash, such Property shall be
valued at its Fair Market Value at the time of such transfer.


 


“Issue Date”
means January 13, 2006, the date on which the Original Securities are initially
issued.


 


“Joint
Venture” means a Person in which the Company or a Restricted Subsidiary holds
not more than 50% of the shares of Voting Stock.


 


“Lien” means,
with respect to any Property, any mortgage or deed of trust, pledge,
hypothecation, assignment, deposit arrangement, security interest, lien,
charge, easement (other than any easement not materially impairing usefulness),
encumbrance, preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever on or with respect to such
Property (including any Capital Lease Obligation, conditional sale or other
title retention agreement having substantially the same economic effect as any
of the foregoing and any Sale and Leaseback Transaction).  For purposes of this definition the sale,
lease, conveyance or other transfer by the Company or any of its Subsidiaries
of, including the grant of indefeasible rights of use or equivalent
arrangements with respect to, dark or lit communications fiber capacity or
communications conduit shall not constitute a Lien.


 


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


 


“Measurement
Date” means April 28, 1998, the date the Company’s 9 1/8% Senior
Notes due 2008 were originally issued.


 


“Measurement
Date Purchase Money Debt” means Purchase Money Debt outstanding on the
Measurement Date.


 


“Measurement
Date Rating” means the rating assigned to the Company’s 9 1/8% Senior
Notes due 2008 by the Rating Agencies on the Measurement Date.


 


13





















 


“Moody’s”
means Moody’s Investors Service, Inc. or, if Moody’s Investors Service, Inc.
shall cease rating debt securities having a maturity at original issuance of at
least one year and such ratings business shall have been transferred to a
successor Person, such successor Person; provided, however, that
if Moody’s Investors Service, Inc. ceases rating debt securities having a
maturity at original issuance of at least one year and its ratings business
with respect thereto shall not have been transferred to any successor Person,
then “Moody’s” shall mean any other national recognized rating agency (other
than S&P) that rates debt securities having a maturity at original issuance
of at least one year and that shall have been designated by the Trustee by a
written notice given to the Company.


 


“Net Available
Proceeds” from any Asset Disposition by any Person means cash or cash
equivalents received (including amounts received by way of sale or discounting
of any note, installment receivable or other receivable, but excluding any
other consideration received in the form of assumption by the acquiror of Debt
or other obligations relating to such Property) therefrom by such Person, net
of (i) all legal, title and recording taxes, expenses and commissions and
other fees and expenses (including appraisals, brokerage commissions and
investment banking fees) Incurred and all federal, state, provincial, foreign
and local taxes required to be accrued as a liability as a consequence of such
Asset Disposition, (ii) all payments made by such Person or its
Subsidiaries on any Debt which is secured by such Property in accordance with
the terms of any Lien upon or with respect to such Property or which must by
the terms of such Lien, or in order to obtain a necessary consent to such Asset
Disposition or by applicable law, be repaid out of the proceeds from such Asset
Disposition, (iii) all distributions and other payments required to be
made to minority interest holders in Subsidiaries or Joint Ventures of such
Person as a result of such Asset Disposition and (iv) appropriate amounts
to be provided by such Person or any Subsidiary thereof, as the case may be, as
a reserve in accordance with generally accepted accounting principles against
any liabilities associated with such Property and retained by such Person or
any Subsidiary thereof, as the case may be, after such Asset Disposition,
including liabilities under any indemnification obligations and severance and
other employee termination costs associated with such Asset Disposition, in each
case as determined by the board of directors of such Person, in its reasonable
good faith judgment evidenced by a Board Resolution filed with the Trustee; provided,
however, that any reduction in such reserve within twelve months
following the consummation of such Asset Disposition will be, for all purposes
of this Indenture and the Securities, treated as a new Asset Disposition at the
time of such reduction with Net Available Proceeds equal to the amount of such
reduction; provided further, however, that, in the event that any
consideration for a transaction (which would otherwise constitute Net Available
Proceeds) is required to be held in escrow pending determination of whether a
purchase price adjustment will be made, at such time as such portion of the
consideration is released to such Person or its Restricted Subsidiary from
escrow, such portion shall be treated for all purposes of this Indenture and
the Securities as a new Asset Disposition at the time of such release from
escrow with Net Available Proceeds equal to the amount of such portion of
consideration released from escrow.


 


14





















 


“Non-Global
Purchasers” has the meaning specified in Section 303.


 


“Offer” has
the meaning specified in “Offer to Purchase” below.


 


“Offer to
Purchase” means a written offer (the “Offer”) sent by the Company by
first-class mail, postage prepaid, to each Holder of Securities at its address
appearing in the Security Register on the date of the Offer offering to
purchase up to the principal amount of Securities specified in such Offer at
the purchase price specified in such Offer (as determined pursuant to this
Indenture).  Unless otherwise required by
applicable law, the Offer shall specify an expiration date (the “Expiration Date”)
of the Offer to Purchase which shall be, subject to any contrary requirements
of applicable law, not less than 30 days or more than 60 days after
the date of such Offer and a settlement date (the “Purchase Date”) for purchase
of Securities within five Business Days after the Expiration Date.  The Company shall notify the Trustee at least
15 Business Days (or such shorter period as is acceptable to the Trustee) prior
to the mailing of the Offer of the Company’s obligation to make an Offer to
Purchase, and the Offer shall be mailed by the Company or, at the Company’s
request, by the Trustee in the name and at the expense of the Company.  The Offer shall contain information
concerning the business of the Company and its Subsidiaries which the Company
in good faith believes will enable such Holders to make an informed decision
with respect to the Offer to Purchase (which at a minimum will include
(i) the most recent annual and quarterly financial statements and
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” contained in the documents required to be filed with the Trustee
pursuant to this Indenture (which requirements may be satisfied by delivery of
such documents together with the Offer), (ii) a description of material
developments in the Company’s business subsequent to the date of the latest of
such financial statements referred to in clause (i) (including a description of
the events requiring the Company to make the Offer to Purchase), (iii) if
applicable, appropriate pro forma financial information concerning the Offer to
Purchase and the events requiring the Company to make the Offer to Purchase and
(iv) any other information required by applicable law to be included
therein).  The Offer shall contain all
instructions and materials necessary to enable such Holders to tender
Securities pursuant to the Offer to Purchase. 
The Offer shall also state:


 


(a) the Section of this Indenture
pursuant to which the Offer to Purchase is being made;


 


(b) the Expiration Date and the Purchase
Date;


 


(c) the aggregate principal amount of the
Outstanding Securities offered to be purchased by the Company pursuant to the
Offer to Purchase (including, if less than 100%, the manner by which such has
been determined pursuant to the Section hereof requiring the Offer to
Purchase) (the “Purchase Amount”);


 


(d) the purchase price to be paid by the
Company for $1,000 aggregate principal amount of Securities accepted for
payment (as specified pursuant to this Indenture) (the “Purchase Price”);


 


15





















 


(e) that the Holder may tender all or any
portion of the Securities registered in the name of such Holder and that any
portion of a Security tendered must be tendered in an integral multiple of
$1,000 principal amount;


 


(f) the place or places where Securities are
to be surrendered for tender pursuant to the Offer to Purchase;


 


(g) that any Securities not tendered or
tendered but not purchased by the Company will continue to accrue interest;


 


(h) that on the Purchase Date the Purchase
Price will become due and payable upon each Security being accepted for payment
pursuant to the Offer to Purchase and that interest thereon, if any, shall
cease to accrue on and after the Purchase Date;


 


(i) that each Holder electing to tender a
Security pursuant to the Offer to Purchase will be required to surrender such
Security at the place or places specified in the Offer prior to the close of
business on the Expiration Date (such Security being, if the Company or the Trustee
so requires, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing);


 


(j) that Holders will be entitled to withdraw
all or any portion of Securities tendered if the Company (or the Paying Agent)
receives, not later than the close of business on the Expiration Date, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Security the Holder tendered, the
certificate number of the Security the Holder tendered and a statement that
such Holder is withdrawing all or a portion of his tender;


 


(k) that (i) if Securities in an aggregate
principal amount less than or equal to the Purchase Amount are duly tendered
and not withdrawn pursuant to the Offer to Purchase, the Company shall purchase
all such Securities and (ii) if Securities in an aggregate principal
amount in excess of the Purchase Amount are tendered and not withdrawn pursuant
to the Offer to Purchase, the Company shall purchase Securities having an
aggregate principal amount equal to the Purchase Amount on a pro  rata
basis (with such adjustments as may be deemed appropriate so that only
Securities in denominations of $1,000 or integral multiples thereof shall be
purchased); and


 


(l) that in the case of any Holder whose
Security is purchased only in part, the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities, of any authorized denomination as
requested by such Holder, in an aggregate principal amount equal to and in
exchange for the unpurchased portion of the Security so tendered.


 


16























 


Any Offer to
Purchase shall be governed by and effected in accordance with the Offer for
such Offer to Purchase.


 


“Officers’
Certificate” means a certificate signed by the Chairman of the Board of
Directors, a Vice Chairman of the Board of Directors, the President or a Vice
President, and by the Chief Financial Officer, the Chief Accounting Officer,
the Treasurer, an Assistant Treasurer, the Controller, the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee, which shall
comply with this Indenture.


 


“Opinion of
Counsel” means an opinion of counsel acceptable to the Trustee (who may be
counsel to the Company, including an employee of the Company).


 


“OECD” shall
mean the Organization for Economic Cooperation and Development.


 


“Original
Securities” has the meaning specified in Section 303.


 


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


 


(i) Securities theretofore cancelled by the
Trustee or delivered to the Trustee for cancellation;


 


(ii) on and after any maturity or redemption
date, Securities, or portions thereof, for whose payment or redemption money in
the necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated in
trust by the Company (if the Company shall act as its own Paying Agent) for the
Holders of such Securities; provided that (a) the Trustee or the Paying
Agent, as applicable, is not prohibited from paying such money to the Holders
and (b) if such Securities are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture;


 


(iii) Securities, except to the extent
provided in Sections 1202 and 1203, with respect to which the Company has
effected defeasance or covenant defeasance as provided in Article Twelve; and


 


(iv) Securities which have been paid pursuant
to Section 306 or in exchange for or in lieu of which other Securities have
been authenticated and delivered pursuant to this Indenture, other than any
such Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Securities are held by a bona fide
purchaser in whose hands the Securities are valid obligations of the Company;


 


provided,
however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization,


 


17





















 


direction,
consent, notice or waiver hereunder, and for the purpose of making the
calculations required by TIA Section 313, Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in making such
calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which any Responsible
Officer of the Trustee knows to be so owned or as to which the Trustee has
received written notice shall be so disregarded.  Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or such other obligor.


 


“Paying Agent”
means any Person (including the Company acting as Paying Agent) authorized by
the Company to pay the principal of (and premium, if any) or interest on any
Securities on behalf of the Company.


 


“Permitted
Holders” means the members of the Company’s Board of Directors on the
Measurement Date and their respective estates, spouses, ancestors, and lineal
descendants, the legal representatives of any of the foregoing and the trustees
of any bona fide trusts of which the foregoing are the sole beneficiaries or
the grantors, or any Person of which the foregoing “beneficially owns” (as
defined in Rule 13d-3 under the Exchange Act) at least 66 2/3% of the total
voting power of the Voting Stock of such Person.


 


“Permitted
Interest Rate or Currency Protection Agreement” of any Person means any
Interest Rate or Currency Protection Agreement entered into with one or more
financial institutions in the ordinary course of business that is designed to
protect such Person against fluctuations in interest rates or currency exchange
rates with respect to Debt Incurred and not for purposes of speculation and
which, in the case of an interest rate agreement, shall have a notional amount
no greater than the principal amount at maturity due with respect to the Debt
being hedged thereby.


 


“Permitted
Investments” means (a) Cash Equivalents; (b) investments in prepaid
expenses; (c) negotiable instruments held for collection and lease,
utility and workers’ compensation, performance and other similar deposits;
(d) loans, advances or extensions of credit to employees and directors
made in the ordinary course of business and consistent with past practice;
(e) obligations under Permitted Interest Rate or Currency Protection
Agreements; (f) bonds, notes, debentures and other securities received as
a result of Asset Dispositions pursuant to and in compliance with
Section 1016; (g) Investments in any Person as a result of which such
Person becomes a Restricted Subsidiary; (h) Investments made prior to the
Measurement Date; (i) Investments made after the Measurement Date in
Persons engaged in the Telecommunications/IS Business in an aggregate amount
not to exceed Invested Capital; and (j) additional Investments in an
aggregate amount not to exceed $200,000,000.


 


“Permitted Liens”
means (a) Liens for taxes, assessments, governmental charges, levies or claims
which are not yet delinquent or which are being contested in good faith


 


18





















 


by appropriate
proceedings, if a reserve or other appropriate provision, if any, as shall be
required in conformity with generally accepted accounting principles shall have
been made therefor; (b) other Liens incidental to the conduct of the
Company’s and its Restricted Subsidiaries’ businesses or the ownership of its
Property not securing any Debt, and which do not in the aggregate materially
detract from the value of the Company’s and its Restricted Subsidiaries’
Property when taken as a whole, or materially impair the use thereof in the
operation of its business; (c) Liens, pledges and deposits made in the
ordinary course of business in connection with workers’ compensation,
unemployment insurance and other types of statutory obligations;
(d) Liens, pledges or deposits made to secure the performance of tenders,
bids, leases, public or statutory obligations, sureties, stays, appeals,
indemnities, performance or other similar bonds and other obligations of like
nature incurred in the ordinary course of business (exclusive of obligations
for the payment of borrowed money, the obtaining of advances or credit or the
payment of the deferred purchase price of Property and which do not in the
aggregate materially impair the use of Property in the operation of the
business of the Company and the Restricted Subsidiaries taken as a whole);
(e) zoning restrictions, servitudes, easements, rights-of-way,
restrictions and other similar charges or encumbrances incurred in the ordinary
course of business which, in the aggregate, do not materially detract from the
value of the Property subject thereto or materially interfere with the ordinary
conduct of the business of the Company or its Restricted Subsidiaries; and
(f) any interest or title of a lessor in the Property subject to any lease
other than a Capital Lease.


 


“Permitted
Telecommunications Capital Asset Disposition” means the transfer, conveyance,
sale, lease or other disposition of optical fiber and/or conduit and any
related equipment used in a Segment (as defined) of the Company’s
communications network that (i) constitute capital assets in accordance
with generally accepted accounting principles and (ii) after giving effect
to such disposition, would result in the Company retaining at least either
(A) 24 optical fibers per route mile on such Segment as deployed at the
time of such disposition or (B) 12 optical fibers and one empty conduit
per route mile on such Segment as deployed as such time.  “Segment” means (x) with respect to the
Company’s intercity network, the through-portion of such network between two
local networks (i.e., Omaha to Denver) and (y) with respect to a local
network of the Company (i.e., Dallas), the entire through-portion of such
network, excluding the spurs which branch off the through-portion.


 


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


 


“Physical
Security” has the meaning specified in Section 303.


 


“Predecessor
Security” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated
and delivered under Section 306 in exchange for a mutilated security or in
lieu of a lost, destroyed or stolen


 


19





















 


Security shall
be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Security.


 


“Preferred
Stock” of any Person means Capital Stock of such Person of any class or classes
(however designated) that ranks prior, as to the payment of dividends or as to
the distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding-up of such Person, to shares of Capital Stock of any
other class of such Person.


 


“Preferred
Stock Dividends” means all dividends with respect to Preferred Stock of
Restricted Subsidiaries held by Persons other than the Company or a Wholly
Owned Restricted Subsidiary.  The amount
of any such dividend shall be equal to the quotient of such dividend divided by
the difference between one and the maximum statutory federal income rate
(expressed as a decimal number between 1 and 0) applicable to the issuer of
such Preferred Stock for the period during which such dividends were paid.


 


“Private
Exchange Offer” means the offer by the Company, pursuant to a Registration
Agreement, to issue and deliver to certain purchasers, in exchange for Initial
Securities held by such purchasers as part of their initial distribution, a
like aggregate principal amount of Private Exchange Securities.


 


“Private
Exchange Securities” means the Exchange Securities to be issued pursuant to
this Indenture in connection with a Private Exchange Offer pursuant to a
Registration Agreement.


 


“Private
Placement Legend” means the third paragraph of the legend set forth in the
Securities in the form set forth in Exhibit A.


 


“Property”
means, with respect to any Person, any interest of such Person in any kind of
property or asset, whether real, personal or mixed, or tangible or intangible,
including Capital Stock in, and other securities of, any other Person.  For purposes of any calculation required
pursuant to this Indenture, the value of any Property shall be its Fair Market
Value.


 


“Proportionate
Interest” in any issuance of Capital Stock of a Restricted Subsidiary means a
ratio (i) the numerator of which is the aggregate amount of all Capital
Stock of such Restricted Subsidiary beneficially owned by the Company and the
Restricted Subsidiaries and (ii) the denominator of which is the aggregate
amount of Capital Stock of such Restricted Subsidiary beneficially owned by all
Persons (excluding, in the case of this clause (ii), any Investment made in
connection with such issuance).


 


“Purchase
Amount” has the meaning specified in “Offer to Purchase” above.


 


“Purchase
Date” has the meaning specified in “Offer to Purchase” above.


 


“Purchase
Money Debt” means Debt (including Acquired Debt and Capital Lease Obligations,
mortgage financings and purchase money obligations) incurred for the purpose of
financing all or any part of the cost of construction, installation,
acquisition,


 


20





















 


lease,
development or improvement by the Company or any Restricted Subsidiary of any
Telecommunications/IS Assets of the Company or any Restricted Subsidiary and
including any related notes, Guarantees, collateral documents, instruments and
agreements executed in connection therewith, as the same may be amended,
supplemented, modified or restated from time to time.


 


“Purchase
Price” has the meaning specified in “Offer to Purchase” above.


 


“Qualified
Institutional Buyer” or “QIB” has the meaning specified in Rule 144A.


 


“Qualified
Receivable Facility” means Debt of the Company or any Subsidiary Incurred from
time to time pursuant to either (x) credit facilities secured by
Receivables or (y) Receivables purchase facilities, and including any
related notes, Guarantees, collateral documents, instruments and agreements
executed in connection therewith, as the same may be amended, supplemented,
modified or restated from time to time.


 


“Rating
Agencies” mean Moody’s and S&P.


 


“Rating Date”
means the earlier of the date of public notice of the occurrence of a Change of
Control or of the intention of the Company to effect a Change of Control.


 


“Rating
Decline” shall be deemed to have occurred if, no later than 90 days after
the Rating Date (which period shall be extended so long as the rating of the
Securities is under publicly announced consideration for possible downgrade by
any of the Rating Agencies), either of the Rating Agencies assigns or reaffirms
a rating to the Securities that is lower than the applicable Measurement Date
Rating (or the equivalent thereof).  If,
prior to the Rating Date, either of the ratings assigned to the Securities by
the Rating Agencies is lower than the applicable Measurement Date Rating, then
a Rating Decline will be deemed to have occurred if such rating is not changed
by the 90th day following the Rating Date. 
A downgrade within rating categories, as well as between rating
categories, will be considered a Rating Decline.


 


“Receivables”
means receivables, chattel paper, instruments, documents or intangibles
evidencing or relating to the right to payment of money and proceeds and
products thereof in each case generated in the ordinary course of business.


 


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


 


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


 


“refinancing”
has the meaning specified in Section 1010(b)(viii).


 


“Registered
Exchange Offer” means the offer by the Company, pursuant to a Registration
Agreement, to certain Holders of Initial Securities, to issue and deliver to


 


21





















 


such Holders,
in exchange for Initial Securities, a like aggregate principal amount of
Exchange Securities registered under the Securities Act.


 


“Registration
Agreement” means the Registration Agreement dated January 13, 2006,
between the Company and the Trustee relating to the Original Securities, or any
similar agreement relating to any Additional Securities.


 


“Regular
Record Date” for the interest payable on any Interest Payment Date means the
February 15 or August 15 
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.


 


“Regulation S”
means Regulation S under the Securities Act.


 


“Regulation S
Global Security” has the meaning specified in Section 303.


 


“Required
Filing Dates” has the meaning specified in Section 1007.


 


“Responsible
Officer”, when used with respect to the Trustee, means any officer within the
Trustee’s corporate trust department, including any vice president, the
secretary, any assistant secretary, any assistant treasurer, any assistant vice
president or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above-designated officers, and also
means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity
with the particular subject and who shall have direct responsibility for the
administration of this Indenture.


 


“Restricted
Payment” has the meaning specified in Section 1012.


 


“Restricted
Subsidiary” means (a) a Subsidiary of the Company or of a Restricted
Subsidiary that has not been designated or classified as an Unrestricted
Subsidiary pursuant to and in compliance with Section 1019 and (b) an
Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary
pursuant to such Section.


 


“Restricted
Subsidiary Guarantee” means a supplemental indenture to this Indenture in
substantially the form set forth in Exhibit B hereto, providing for an
unconditional Guarantee of payment in full of the principal or Accreted Value,
as applicable, of, premium, if any, and interest on the Securities.  Any such Restricted Subsidiary Guarantee
shall not be subordinate to any Debt of the Restricted Subsidiary providing the
Restricted Subsidiary Guarantee.


 


“Revocation”
has the meaning specified in Section 1019.


 


“Rule 144A”
means Rule 144A under the Securities Act.


 


“Rule 144A
Global Security” has the meaning specified in Section 303.


 


“S&P”
means Standard & Poor’s Ratings Service or, if Standard & Poor’s
Ratings Service shall cease rating debt securities having a maturity at
original issuance of


 


22





















 


at least one
year and such ratings business shall have been transferred to a successor
Person, such successor Person; provided, however, that if
Standard & Poor’s Rating Service ceases rating debt securities having a
maturity at original issuance of at least one year and its ratings business
with respect thereto shall not have been transferred to any successor Person,
then “S&P” shall mean any other national recognized rating agency (other
than Moody’s) that rates debt securities having a maturity at original issuance
of at least one year and that shall have been designated by the Trustee by a
written notice given to the Company.


 


“Sale and
Leaseback Transaction” of any Person means any direct or indirect arrangement
pursuant to which any Property is sold or transferred by such Person or a
Restricted Subsidiary of such person and is thereafter leased back from the
purchaser or transferee thereof by such Person or one of its Restricted
Subsidiaries.  The stated maturity of
such arrangement shall be the date of the last payment of rent or any other
amount due under such arrangement prior to the first date on which such
arrangement may be terminated by the lessee without payment of a penalty.


 


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


 


“Securities
Act” means the Securities Act of 1933, as amended (or any successor act), and
the rules and regulations thereunder (or respective successors thereto).


 


“Security
Register” and “Security Registrar” have the respective meanings specified in
Section 305.


 


“Shelf Registration
Statement” means a registration statement issued by the Company in connection
with the offer and sale of Initial Securities pursuant to a Registration
Agreement.


 


“Significant
Subsidiary” means any Subsidiary that would be a “Significant Subsidiary” of
the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by
the Commission.


 


“Special
Assets” means (a) the Capital Stock or assets of Cable Michigan, Inc., RCN
Corporation, Commonwealth Telephone Enterprises, Inc., KCP, Inc. and California
Private Transportation Company, L.P. (and any intermediate holding companies or
other entities formed solely for the purpose of owning such Capital Stock or
assets) owned, directly or indirectly, by the Company or any Restricted
Subsidiary on the Measurement Date, and (b) any Property, other than cash,
Cash Equivalents and Telecommunications/IS Assets, received as consideration
for the disposition after the Measurement Date of Special Assets (as
contemplated by the first proviso in Section 1016).


 


“Special
Interest” has the meaning specified in Exhibit A.


 


23





















 


“Special
Record Date” for the payment of any Defaulted Interest means a date fixed by
the Trustee pursuant to Section 307.


 


“Stated
Maturity” when used with respect to a Security or any installment of interest
thereon, means the date specified in such Security as the fixed date on which
the principal of such Security or such installment of interest 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 Company unless such contingency has occurred).


 


“Subordinated
Debt” means Debt of the Company (a) that is not secured by any Lien on or
with respect to any Property now owned or acquired after the Measurement Date
and (b) as to which the payment of principal of (and premium, if any) and
interest and other payment obligations in respect of such Debt shall be
subordinate to the prior payment in full in cash of the Securities to at least
the following extent:  (i) no
payments of principal of (or premium, if any) or interest on or otherwise due
(including by acceleration or for additional amounts) in respect of, or
repurchases, redemptions or other retirements of, such Debt (collectively,
“payments of such Debt”) may be permitted for so long as any default (after
giving effect to any applicable grace periods) in the payment of principal (or
premium, if any) or interest on the Securities exists, including as a result of
acceleration; (ii) in the event that any other Default exists with respect
to the Securities, upon notice by Holders of 25% or more in aggregate principal
amount of the Securities to the Trustee, the Trustee shall have the right to
give notice to the Company and the holders of such Debt (or trustees or agents
therefor) of a payment blockage, and thereafter no payments of such Debt may be
made for a period of 179 days from the date of such notice, provided
that not more than one such payment blockage notice may be given in any
consecutive 360-day period, irrespective of the number of defaults with respect
to the Securities during such period; (iii) if payment of such Debt is
accelerated when any Securities are Outstanding, no payments of such Debt may
be made until three Business Days after the Trustee receives notice of such
acceleration and, thereafter, such payments may only be made to the extent the terms
of such Debt permit payment at that time; and (iv) such Debt may not
(x) provide for payments of principal of such Debt at the stated maturity
thereof or by way of a sinking fund applicable thereto or by way of any
mandatory redemption, defeasance, retirement or repurchase thereof by the
Company (including any redemption, retirement or repurchase which is contingent
upon events or circumstances but excluding any retirement required by virtue of
acceleration of such Debt upon an event of default thereunder), in each case
prior to the final Stated Maturity of the Securities or (y) permit
redemption or other retirement (including pursuant to an offer to purchase made
by the Company) of such other Debt at the option of the holder thereof prior to
the final Stated Maturity of the Securities, other than, in the case of clause
(x) or (y), any such payment, redemption or other retirement (including
pursuant to an offer to purchase made by the Company) which is conditioned upon
(A) a change of control of the Company pursuant to provisions
substantially similar to those described in Section 1009 (and which shall
provide that such Debt will not be repurchased pursuant to such provisions
prior to the Company’s repurchase of the Securities required to be


 


24





















 


repurchased by
the Company pursuant to the provisions described in Section 1009) or
(B) a sale or other disposition of assets pursuant to provisions
substantially similar to those described in Section 1016 (and which shall
provide that such Debt will not be repurchased pursuant to such provisions
prior to the Company’s repurchase of the Securities required to be repurchased
by the Company pursuant to the provision described in Section 1016).


 


“Subsidiary”
of any Person means (i) a corporation more than 50% of the combined voting
power of the outstanding Voting Stock of which is owned, directly or
indirectly, by such Person or by one or more other Subsidiaries of such Person
or by such Person and one or more Subsidiaries thereof or (ii) any other
Person (other than a corporation) in which such Person, or one or more other
Subsidiaries of such Person or such Person and one or more other Subsidiaries
thereof, directly or indirectly, has at least a majority ownership and power to
direct the policies, management and affairs thereof.


 


“Telecommunications/IS
Assets” means (a) any Property (other than cash, cash equivalents and
securities) to be owned by the Company or any Restricted Subsidiary and used in
the Telecommunications/IS Business; (b) for purposes of Sections 1010 and
1014 only, Capital Stock of any Person; or (c) for all other purposes of
this Indenture, Capital Stock of a Person that becomes a Restricted Subsidiary
as a result of the acquisition of such Capital Stock by the Company or another
Restricted Subsidiary from any Person other than an Affiliate of the Company; provided,
however, that, in the case of clause (b) or (c), such Person is
primarily engaged in the Telecommunications/IS Business.


 


“Telecommunications/IS
Business” means the business of (i) transmitting, or providing services
relating to the transmission of, voice, video or data through owned or leased
transmission facilities, (ii) constructing, creating, developing or
marketing communications networks, related network transmission equipment,
software and other devices for use in a communications business,
(iii) computer outsourcing, data center management, computer systems
integration, reengineering of computer software for any purpose (including,
without limitation, for the purposes of porting computer software from one
operating environment or computer platform to another or to address issues
commonly referred to as “Year 2000 issues”) or (iv) evaluating,
participating or pursuing any other activity or opportunity that is primarily
related to those identified in (i), (ii) or (iii) above; provided that
the determination of what constitutes a Telecommunications/IS Business shall be
made in good faith by the Board of Directors.


 


“Transfer
Restricted Securities” means Securities that bear or are required to bear the
Private Placement Legend.


 


“Trust
Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force at
the date as of which this Indenture was executed, except as provided in
Section 905.


 


“Trustee”
means the Person named as the “Trustee” in the first paragraph of this
Indenture until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Trustee” shall mean
such successor Trustee.


 


25





















 


“Unrestricted
Subsidiary” means (a) 91 Holding Corp.; (b) any Subsidiary of an
Unrestricted Subsidiary; and (c) any Subsidiary of the Company designated
as such pursuant to and in compliance with Section 1019 and not thereafter
redesignated as a Restricted Subsidiary as permitted pursuant thereto.


 


“Vice
President”, when used with respect to the Company or the Trustee, means any
vice president, whether or not designated by a number or a word or words added
before or after the title “vice president”.


 


“Voting Stock”
of any Person means Capital Stock of such Person which ordinarily has voting
power for the election of directors (or persons performing similar functions)
of such Person, whether at all times or only for so long as no senior class of
securities has such voting power by reason of any contingency.


 


“Wholly Owned
Subsidiary” of any Person means a Subsidiary of such Person all of the
outstanding Voting Stock or other ownership interests (other than directors’
qualifying shares) of which shall at the time be owned by such Person or by one
or more Wholly Owned Subsidiaries of such Person or by such Person and one or
more Wholly Owned Subsidiaries of such Person.


 


SECTION
102.  Compliance Certificates and
Opinions.


 


Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers’ Certificate stating that all conditions precedent, if any, provided
for in this Indenture (including any covenant compliance with which constitutes
a condition precedent) relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.


 


Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:


 


(1) a statement that each individual signing such certificate or opinion
has read such covenant or condition and the definitions herein relating
thereto;


 


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


 


(3) a statement that, in the opinion of each 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


 


26





















 


(4) a statement as to whether, in the opinion of each such individual,
such condition or covenant has been complied with.


 


SECTION
103.  Form of Documents Delivered to
Trustee.


 


In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.


 


Any certificate
or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by,
counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are erroneous.  Any such certificate or Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company
stating that the information with respect to such factual matters is in the
possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.


 


Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated (with proper identification
of each matter covered therein) and form one instrument.


 


SECTION
104.  Acts of Holders.


 


(a) 
Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agents duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments.  Proof of
execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to
Section 601) conclusive in favor of the Trustee and the Company, if made
in the manner provided in this Section.


 


(b) 
The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by
a certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the


 


27





















 


execution thereof.  Where such execution is by a signer acting in
a capacity other than his individual capacity, such certificate or affidavit
shall also constitute sufficient proof of authority.  The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner that the Trustee deems sufficient.


 


(c) 
The principal amount and serial numbers of Securities held by any
Person, and the date of holding the same, shall be proved by the Security
Register.


 


(d)  If
the Company shall solicit from the Holders of Securities any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company
may, at its option, by or pursuant to a Board Resolution, fix in advance a
record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. 
Notwithstanding TIA Section 316(c), such record date shall be the
record date specified in or pursuant to such Board Resolution, which shall be a
date not earlier than the date 30 days prior to the first solicitation of
Holders generally in connection therewith and not later than the date such
solicitation is completed.  If such a
record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but
only the Holders of record at the close of business on such record date shall
be deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of such record date; provided that no such authorization,
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.


 


(e) 
Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of
the same Security and the Holder of every Security issued upon the registration
of transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.  However, any such Holder or
future Holder may revoke the request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder as to such Holder’s Security or
portion of the Security if the Trustee receives the notice of revocation before
the date such Act becomes effective.


 


SECTION
105.  Notices, etc., to Trustee and
Company.


 


Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given
or furnished to, or filed with,


 


(1) the Trustee by any Holder or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing to or
with


 


28





















 


the Trustee at
its Corporate Trust Office, Attention: 
Corporate Trust Administration, or


 


(2) the Company or any Guarantor by the Trustee or by any Holder shall
be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company
or such Guarantor addressed to it (in the case of a Guarantor, in care of the
Company) at the address of the Company’s principal office specified in the
first paragraph of this Indenture, or at any other address previously furnished
in writing to the Trustee by the Company.


 


Any notice
given to the Trustee shall be deemed effective only upon actual receipt
thereof.


 


SECTION 106.  Notice to Holders; Waiver.


 


Where this
Indenture provides for notice of any event to Holders by the Company or the
Trustee, such notice shall be given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at the address of such Holder as it appears in the
Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice.  In any case where notice to Holders is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders.  Notices
shall be effective only upon receipt. 
Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice.  Waivers of notice by Holders shall
be filed with the Trustee, but such filing shall not be a condition precedent
to the validity of any action taken in reliance upon such waiver.


 


In case by
reason of the suspension of or irregularities in regular mail service or by
reason of any other cause, it shall be impracticable to mail notice of any
event to Holders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice for every purpose hereunder.


 


SECTION
107.  Effect of Headings and Table of
Contents.


 


The Article
and Section headings herein and the Table of Contents are for convenience
only and shall not affect the construction hereof.


 


SECTION
108.  Successors and Assigns.


 


All covenants
and agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.


 


29





















 


SECTION
109.  Separability Clause.


 


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


 


SECTION
110.  Benefits of Indenture.


 


Nothing in
this Indenture or in the Securities, express or implied, shall give to any
Person, other than the parties hereto, any Paying Agent, any Security Registrar
and their successors hereunder and the Holders any legal or equitable right,
remedy or claim under this Indenture.


 


SECTION
111.  Governing Law.


 


THIS
INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAW 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.


 


SECTION
112.  Conflict with Trust Indenture
Act.


 


The Trust
Indenture Act shall apply as a matter of contract to this Indenture for
purposes of interpretation, construction and defining the rights and
obligations hereunder.  If any provision
hereof limits, qualifies or conflicts with any provision of the Trust Indenture
Act or another provision which is required or deemed to be included in this Indenture
by any of the provisions of the Trust Indenture Act, such provision or
requirement of the Trust Indenture Act shall control.


 


If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall
be deemed to apply to this Indenture as so modified or excluded, as the case
may be.


 


SECTION
113.  Legal Holidays.


 


In any case
where any Interest Payment Date, Redemption Date, or Stated Maturity or
Maturity of any Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Securities) payment of principal
(or premium, if any) or interest need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made
on the Interest Payment Date or Redemption Date or at the Stated Maturity or
Maturity; provided that no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date, Stated Maturity or Maturity,
as the case may be.


 


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SECTION
114.  No Personal Liability of
Directors, Officers, Employees and Stockholders.


 


No director,
officer, employee, incorporator or stockholder of the Company or any Guarantor,
as such, shall have any liability for any obligations of the Company or any
Guarantor under the Securities or this Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation, solely by
reason of its status as a director, officer, employee, incorporator or
stockholder of the Company or a Guarantor. 
By accepting a Security, each Holder waives and releases all such
liability (but only such liability).  The
waiver and release are part of the consideration for issuance of the
Securities.


 


SECTION
115.  Independence of Covenants.


 


All covenants
and agreements in this Indenture shall be given independent effect so that if a
particular action or condition is not permitted by any of such covenants, the
fact that it would be permitted by an exception to, or be otherwise within the
limitations of, another covenant shall not avoid the occurrence of a Default if
such action is taken or condition exists.


 


SECTION
116.  Exhibits.


 


All exhibits
attached hereto are by this reference made a part hereof with the same effect
as if herein set forth in full.


 


SECTION
117.  Counterparts.


 


This Indenture
may be executed in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one and the same
instrument.


 


SECTION
118.  Duplicate 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.


 


ARTICLE TWO



SECURITY FORMS


 


SECTION
201.  Forms Generally.


 


The Securities
and the Trustee’s certificate of authentication with respect thereto shall be
in substantially the form set forth in Exhibit A hereto, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules


 


31





















 


of any
securities exchange or system on which the Securities may be listed or eligible
for trading or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution of the Securities.  Any portion of the text of any Security may
be set forth on the reverse thereof, with an appropriate reference thereto on
the face of the Security.


 


The definitive
Securities shall be printed, lithographed or engraved on steel-engraved borders
or may be produced in any other manner permitted by the rules of any securities
exchange or system on which the Securities may be listed or eligible for
trading, all as determined by the officers of the Company executing such
Securities, as evidenced by their execution of such Securities.


 


ARTICLE THREE



THE SECURITIES


 


SECTION
301.  Title and Terms.


 


The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is limited to $1,230,272,000, except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities pursuant to Section 304, 305, 306, 906, 1009, 1016 or
1108.


 


The Securities
shall be known and designated as the “11.50% Senior Notes Due 2010” of the
Company.  Their Stated Maturity shall be
March 1, 2010, and they shall bear interest at the rate of 11.50% per
annum.  In the case of the Original
Securities, interest shall accrue from January 13, 2006, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, payable on September 1, 2006 and semiannually thereafter on
March 1 and September 1 in each year and at said Stated Maturity,
until the principal thereof is paid or duly provided for, or in the case of any
Additional Securities, interest shall accrue from the date set forth in the
applicable Officers’ Certificate or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, payable on the date set
forth in such Officers’ Certificate and semiannually thereafter on March 1
and September 1 in each year and at said Stated Maturity, until the
principal thereof is paid or duly provided for.


 


In addition to
the foregoing and with respect to any Securities that are Transfer Restricted
Securities, if there has been a Registration Default (as defined in the
applicable Registration Agreement) under such Registration Agreement, such
Securities shall from the date of such Registration Default bear Special
Interest in accordance with the terms of such Registration Agreement.  Any reference in this Indenture to “interest”
payable on any Security shall be deemed to include any Special Interest payable
on such Security pursuant to a Registration Agreement.


 


Principal of,
premium, if any, and interest on the Securities will be payable, and the
Securities may be exchanged or transferred, at the office or agency of the
Company in


 


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The City of
New York, which, unless otherwise provided by the Company, will be the
offices of the Trustee.  At the option of
the Company, interest may be paid by check mailed to addresses of the Persons
entitled thereto as such addresses shall appear on the Security Register.


 


The interest
rate on the Securities is subject to increase by the addition of Special
Interest and otherwise, all as set forth or referred to in the text of the
Securities appearing in Exhibit A hereto.


 


The Securities
shall be redeemable as provided in Article Eleven.


 


At the
election of the Company, the entire Debt on the Securities or certain of the
Company’s obligations and covenants and certain Events of Default thereunder
may be defeased as provided in Article Twelve.


 


SECTION
302.  Denominations.


 


The Securities
will be issued without coupons and in fully registered form only, in minimum
denominations of $1,000 principal amount and integral multiples thereof.


 


SECTION
303.  Execution, Authentication,
Delivery and Dating.


 


The Securities
shall be executed on behalf of the Company by its Chairman, its President or a
Vice President, under its corporate seal reproduced thereon and attested by its
Secretary or an Assistant Secretary.  The
signature of any of these officers on the Securities may be manual or facsimile
signatures of the present or any future such authorized officer and may be
imprinted or otherwise reproduced on the Securities.


 


Securities
bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at
the date of such Securities.


 


At any time
and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Securities.


 


Each Security
shall be dated the date of its authentication.


 


No Security
shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee by manual signature of an authorized signatory, and such
certificate upon any Security


 


33





















 


shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of this
Indenture.


 


The Trustee
shall authenticate and deliver (1) initially one or more Global Securities
for original issue on the Issue Date in an aggregate principal amount of
$691,717,000 (the “Original Securities”), (2) any Additional Securities
permitted under this Indenture, and (3) Exchange Securities for issue only
in a Registered Exchange Offer or a Private Exchange Offer pursuant to a
Registration Agreement, for a like principal amount of Initial Securities, upon
receipt of a Company Order, which shall specify the amount of Securities to be
authenticated, whether the Securities are to be Initial Securities or Exchange
Securities, the date on which such Securities are to be authenticated and
direct the Trustee to authenticate such Securities.  The Original Securities shall be in the form
of Transfer Restricted Securities.


 


The Company
shall be entitled, subject to its compliance with the covenants set forth in
this Indenture, including Section 1010 and Section 1011, to issue Additional
Securities under this Indenture which shall have identical terms as the
Original Securities, other than with respect to the date of issuance and issue
price.  The Original Securities, any
Additional Securities and all Exchange Securities (including any Private
Exchange Securities) issued in exchange therefor shall be treated as a single
class for all purposes under this Indenture.


 


With respect
to the Additional Securities, the Company shall set forth in a Board Resolution
and an Officers’ Certificate, a copy of each which shall be delivered to the
Trustee, the following information:


 


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


 


(b) the issue price, the issue date and the CUSIP number of such
Additional Securities; provided, however, that no Additional
Securities may be issued at a price that would cause such Additional Securities
not to be fungible with any outstanding Securities for purposes of
U.S. Federal taxation; and


 


(c) whether such Additional Securities shall be Transfer Restricted
Securities.


 


Except as
described below, Transfer Restricted Securities will be deposited with, or on
behalf of, the Depository, and registered in the name of Cede & Co. as
the Depository’s nominee in the form of a global note certificate substantially
in the form of Exhibit A (the “Rule 144A Global Security”), for
credit to the respective accounts of the beneficial owners of the Securities
represented thereby, provided that beneficial owners of such Securities
who are not participants in the Depository may hold their Securities through
accounts maintained at the Depository by or on behalf of the Euroclear System
or Clearstream, societe anonyme.


 


34





















 


Any Transfer
Restricted Securities purchased by persons outside the United States pursuant
to sales in accordance with Regulation S under the Securities Act shall be
deposited with, or on behalf of, the Depository, and registered in the name of
Cede & Co. as the Depository’s nominee in the form of one or more
global note certificates substantially in the form of Exhibit A (each a
“Regulation S Global Security”), for credit to the respective accounts of
the beneficial owners of the Securities represented thereby, provided
that upon such deposit all such Securities shall be credited to or through
accounts maintained at the Depository by or on behalf of the Euroclear System
or Clearstream, societe anonyme.


 


Any Transfer
Restricted Securities purchased by Institutional Accredited Investors will be
deposited with, or on behalf of, the Depository, and registered in the name of
Cede & Co. as the Depository’s nominee in the form of one or more
global note certificates substantially in the form of Exhibit A (each a
“Institutional Accredited Investor Global Security”), for credit to the
respective accounts of the beneficial owners of the Securities represented
thereby, provided that beneficial owners of such Securities who are not
participants in the Depository may hold their Securities through accounts
maintained at the Depository by or on behalf of the Euroclear System or
Clearstream, societe anonyme.


 


Any Transfer
Restricted Securities transferred to any persons who are not Qualified
Institutional Buyers or Institutional Accredited Investors (other than persons
outside the United States pursuant to sales or transfers in accordance with
Regulation S under the Securities Act) (collectively, “Non-Global
Purchasers”) will be issued in registered definitive form without coupons
substantially in the form of Exhibit A (the “Physical Securities”).  Upon the transfer to a Qualified
Institutional Buyer, an Institutional Accredited Investor or to a person
outside the United States pursuant to a sale or transfer in accordance with
Regulation S under the Securities Act of Physical Securities initially
issued to a Non-Global Purchaser, such Physical Security will be exchanged for
an interest in a Global Security representing the principal amount of
Securities being transferred.


 


Any Securities
(other than Transfer Restricted Securities) will be deposited with, or on
behalf of, the Depository, and registered in the name of Cede & Co. as
the Depository’s nominee in the form of a global note certificate substantially
in the form of Exhibit A, for credit to the respective accounts of the
beneficial owners of the Securities represented thereby, provided that
beneficial owners of such Securities who are not participants in the Depository
may hold their Securities through accounts maintained at the Depository by or
on behalf of the Euroclear System or Clearstream, societe anonyme.


 


In case the Company,
pursuant to Article Eight, shall be consolidated or merged with or into any
other Person or shall transfer, sell, lease, convey or otherwise dispose of all
or substantially all its assets to any other Person, and the successor Person
resulting from such consolidation, or surviving such merger, or into which the
Company shall have been merged, or the Person which shall have received a
transfer, sale, lease, conveyance or other disposition as aforesaid, shall have
executed an indenture supplemental hereto


 


35





















 


with the
Trustee pursuant to Article Eight, any of the Securities authenticated or
delivered prior to such consolidation, merger, transfer, sale, lease,
conveyance 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 Company
Request of the successor Person, shall authenticate and deliver Securities as
specified in such request for the purpose of such exchange.  If Securities shall at any time be
authenticated and delivered in any new name of a successor Person pursuant to
this Section in exchange or substitution for or upon registration of
transfer of any Securities, such successor Person, 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
304.  Temporary Securities.


 


Pending the
preparation of definitive Securities, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as conclusively evidenced by their
execution of such Securities.


 


If temporary
Securities are issued, the Company will cause definitive Securities to be
prepared without unreasonable delay. 
After the preparation of definitive Securities, the temporary Securities
shall be exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose
pursuant to Section 1002, without charge to the Holder.  Upon surrender for cancellation of any one or
more temporary Securities, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations.  Until so exchanged, the temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities.


 


SECTION
305.  Registration, Registration of
Transfer and Exchange.


 


The Company
shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office and in any other office or agency designated
pursuant to Section 1002 being herein sometimes referred to as the
“Security Register”) in which, subject to such reasonable regulations as the
Company may prescribe, the Company shall provide for the registration of
Securities and of transfers of Securities. 
The Security Register shall be in written form or any other form capable
of being converted into written form within a reasonable time.  At all reasonable times, the Security
Register shall be open to inspection by the Trustee.  The Trustee is hereby initially appointed as
security registrar (the “Security Registrar”) for the purpose of registering
Securities and transfers of Securities as herein provided.


 


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Upon surrender
for registration of transfer of any Security at the office or agency of the
Company designated pursuant to Section 1002, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of any authorized
denomination or denominations of a like aggregate principal amount.


 


At the option
of the Holder, Securities may be exchanged for other Securities of any
authorized denomination and of a like aggregate principal amount, upon surrender
of the Securities to be exchanged at such office or agency.  Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.


 


All Securities
issued upon any registration of transfer or exchange of Securities shall be the
valid obligations of the Company, evidencing the same debt, and entitled to the
same benefits under this Indenture, as the Securities surrendered upon such
registration of transfer or exchange.


 


Every Security
presented or surrendered for registration of transfer or for exchange shall (if
so required by the Company or the Security Registrar) be duly endorsed, or be
accompanied by a written instrument of transfer, in form satisfactory to the
Company and the Security Registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing.


 


No service
charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover
any transfer tax or other similar governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906, 1009, 1016 or 1108 not
involving any transfer.


 


The Company
shall not be required (i) to issue, register the transfer of or exchange
any Security during a period beginning at the opening of business 15 days
before the selection of Securities to be redeemed under Section 1104 and
ending at the close of business on the day of such mailing of the relevant
notice of redemption or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.


 


SECTION
306.  Mutilated, Destroyed, Lost and
Stolen Securities.


 


If
(i) any mutilated Security is surrendered to the Trustee or (ii) the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company and the Trustee such security or indemnity sufficient to save each of
them harmless, then, in the absence of actual notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon Company Order the Trustee shall authenticate and
deliver, in exchange for any such mutilated Security or in lieu of any such
destroyed, lost or stolen Security, a new Security of like tenor and principal
amount, bearing a number not contemporaneously outstanding.


 


37





















 


In case any
such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a
new Security, pay such Security.


 


Upon the
issuance of any new Security under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other similar governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith.


 


Every new
Security issued pursuant to this Section in lieu of any mutilated,
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the mutilated, destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall
be entitled to all benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.


 


The provisions
of this Section are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities.


 


SECTION
307.  Payment of Interest; Interest
Rights Preserved.


 


Interest on
any Security which is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Person in whose name such
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest at the office or agency
of the Company maintained for such purpose pursuant to Section 1002; provided,
however, that each installment of interest may at the Company’s option
be paid by mailing a check for such interest, payable to or upon the written
order of the Person entitled thereto pursuant to Section 308, to the
address of such Person as it appears in the Security Register.


 


Any interest
on any Security which is payable, but is not punctually paid or duly provided
for, on any Interest Payment Date shall forthwith cease to be payable to the
Holder on the Regular Record Date by virtue of such Holder having been a Holder
on the Regular Record Date, and such defaulted interest and (to the extent
lawful) interest on such defaulted interest at the rate borne by the Securities
(such defaulted interest and interest thereon herein collectively called
“Defaulted Interest”) may be paid by the Company, at its election in each case,
as provided in paragraph (1) or (2) below:


 


(1) The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Securities (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, which shall be fixed in the
following manner.  The Company 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 Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of


 


38





















 


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 deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more
than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. 
The Trustee shall promptly notify the Company of such Special Record
Date, and in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be given in the manner provided for in Section 106, not less
than 10 days prior to such Special Record Date.  Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so given,
such Defaulted Interest shall be paid to the Persons in whose names the
Securities (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following paragraph (2).


 


(2) The Company may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
or system on which the Securities may be listed or eligible for trading, and
upon such notice as may be required by such exchange or system, if, after
notice given by the Company to the Trustee of the proposed payment pursuant to
this clause, such manner of payment shall be deemed practicable by the Trustee
in its sole discretion.


 


Subject to the
foregoing provisions of this Section, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.


 


SECTION
308.  Persons Deemed Owners.


 


Prior to the
due presentment of a Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of (and premium, if any) and (subject
to Sections 305 and 307) interest on such Security and for all other
purposes whatsoever, whether or not such Security is overdue, and none of the
Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.


 


SECTION
309.  Cancellation.


 


All Securities
surrendered for payment, redemption, registration of transfer or exchange
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee and shall be promptly cancelled by it. 
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered


 


39





















 


hereunder
which the Company may have acquired in any manner whatsoever, and may deliver
to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the
Company has not issued and sold, and all Securities so delivered shall be
promptly cancelled by the Trustee.  If
the Company shall so acquire any of the Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are surrendered to the
Trustee for cancellation.  No Securities
shall be authenticated in lieu of or in exchange for any Securities cancelled
as provided in this Section, except as expressly permitted by this
Indenture.  All cancelled Securities held
by the Trustee shall be disposed of by the Trustee in accordance with its
customary procedures and certification of their disposal delivered to the
Company unless by Company Order the Company shall direct that cancelled
Securities be returned to it.


 


SECTION
310.  Computation of Interest.


 


Interest on
the Securities shall be computed on the basis of a 360-day year comprised of
twelve 30-day months.


 


SECTION
311.  CUSIP Number.


 


The Company in
issuing the Securities may use a “CUSIP” number (if then generally in use), and
if so, the Trustee may use the CUSIP numbers in notices of redemption or
exchange as a convenience to Holders; provided, however, that any
such notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number printed in the notice or on the Securities, and
that reliance may be placed only on the other identification numbers printed on
the Securities.  The Company shall promptly
notify the Trustee in writing of any change in the CUSIP number of the
Securities.


 


SECTION
312.  Book-Entry Provisions for Global
Securities.


 


(a) 
The Global Securities initially shall (i) be registered in the name
of the Depository or the nominee of such Depository, (ii) be deposited
with the Trustee as custodian for such Depository and (iii) bear the
Global Security legend and, if Transfer Restricted Securities, the Private
Placement Legend, in each case as set forth in Exhibit A.


 


Members of, or
participants in, the Depository (“Agent Members”) shall have no rights under
this Indenture with respect to any Global Security held on their behalf by the
Depository, or the Trustee as its custodian, or under the Global Security, and
the Depository may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of the Global Security for all
purposes whatsoever.  Notwithstanding the
foregoing, nothing herein shall (i) prevent the Company, the Trustee or
any agent of the Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depository or (ii)
impair, as between the Depository and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Security.


 


40





















 


(b) 
Transfers of Global Securities shall be limited to transfers in whole,
but not in part, to the Depository, its successors or their respective nominees.  Interests of beneficial owners in a
Rule 144A Global Security may be transferred or exchanged for interests in
an Institutional Accredited Investor Global Security or a Regulation S
Global Security, interests of beneficial owners in an Institutional Accredited
Investor Global Security may be transferred or exchanged for interests in a
Rule 144A Global Security or a Regulation S Global Security and interests
of beneficial owners in a Regulation S Global Security may be transferred
or exchanged for interests in a Rule 144A Global Security or an
Institutional Accredited Investor Global Security, in each case in accordance
with the rules and procedures of the Depository and the provisions of
Section 313.  Interests of
beneficial owners in the Global Securities may be transferred or exchanged for
Physical Securities in accordance with the rules and procedures of the
Depository and the provisions of Section 313.  In addition, Physical Securities shall be
transferred to all beneficial owners in exchange for their beneficial interests
in a Global Security if (i) the Depository notifies the Company that it is
unwilling or unable to continue as a depository for such Global Security or if
at any time the Depository ceases to be a clearing agency registered under the
Exchange Act, and a successor depository is not appointed by the Company within
90 days, (ii) the Company executes and delivers to the Trustee a
notice that such Global Security shall be so transferable, registrable and
exchangeable, and such transfer shall be registrable, or (iii) there shall
have occurred and be continuing a Default or Event of Default with respect to
the Securities represented by such Global Security.


 


(c)  In
connection with any transfer or exchange of a portion of the beneficial interest
in any Global Security to beneficial owners pursuant to paragraph (b), the
Security Registrar shall (if one or more Physical Securities are to be issued)
reflect on its books and records the date and a decrease in the principal
amount of the Global Security in an amount equal to the principal amount of the
beneficial interest in the Global Security to be transferred, and the Company
shall execute, and the Trustee shall authenticate and deliver, one or more
Physical Securities of like tenor and principal amount of authorized
denominations.


 


(d)  In
connection with the transfer of Global Securities as an entirety to beneficial
owners pursuant to paragraph (b), the Global Securities shall be deemed to
be surrendered to the Trustee for cancellation, and the Company shall execute,
and the Trustee shall authenticate and deliver, to each beneficial owner
identified by the Depository in exchange for its beneficial interest in the
Global Securities, an equal aggregate principal amount of Physical Securities
of like tenor of authorized denominations.


 


(e) 
Any Physical Security delivered in exchange for an interest in a Global
Security pursuant to paragraph (b) or (c) of this Section 312
shall, except as otherwise provided by paragraph (d) of Section 313,
bear the legend regarding transfer restrictions applicable to the Physical
Securities set forth in Exhibit A.


 


(f) 
The Holder of any Global Security may grant proxies and otherwise
authorize any person, including Agent Members and persons that may hold
interests through Agent


 


41























 


Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities.


 


(g)  In
the event that a Global Security that represents a Transfer Restricted Security
is exchanged for Physical Securities pursuant to this Section 312 prior to
the consummation of a Registered Exchange Offer or the effectiveness of a Shelf
Registration Statement with respect to such Securities, such Securities may be
exchanged only in accordance with such procedures as are substantially
consistent with the provisions of Sections 312 and 313 (including the
certification requirements set forth on the reverse of the Initial Securities
intended to ensure that such transfers comply with Rule 144A, Regulation S or
such other applicable exemption from registration under the Securities Act, as
the case may be) and such other procedures as may from time to time be adopted
by the Company.


 


SECTION
313.  Special Transfer Provisions.  The
following provisions of this Section 313 shall apply only to Securities
that are Transfer Restricted Securities.


 


(a)  Transfers
to Non-QIB Institutional Accredited Investors.  The following provisions shall apply with
respect to the registration of any proposed transfer of a Security to any
Institutional Accredited Investor which is not a QIB (excluding transfers to
non-U.S. persons):


 


(1) The Security Registrar shall register the transfer of any Security
if (x) the requested transfer is not prior to that date which is two years (or
such shorter period as may be prescribed by Rule 144(k) under the Securities
Act or any successor provision thereunder) after the later of the original
issue date of such Security (or of any Predecessor Security) or three months
after the last day on which the Company or any Affiliate of the Company was the
owner of such Security or any Predecessor Security or (y) such transfer is
being made by a proposed transferor who has checked the box provided for on the
form of Security stating, or who has otherwise advised the Company and the
Security Registrar in writing, that the transfer has been made to an
institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act) and the proposed transferee has delivered to
the Security Registrar a certificate containing certain representations and
agreements (the form of which certificate can be obtained from the Trustee or
the Company).


 


(2) Subject to paragraph (1) above, if (i) the proposed transferee is
an Agent Member, and the Securities to be transferred consist of Physical
Securities which after transfer are to be evidenced by an interest in the
Institutional Accredited Investor Global Security, upon receipt by the Security
Registrar of instructions given in accordance with the Depository’s and the
Security Registrar’s procedures, the Security Registrar shall reflect on the
Security Register the date and an increase in the principal amount of the
Institutional Accredited Investor Global Security in an amount equal to the
principal amount of the Physical Securities to be transferred, and the Trustee
shall cancel the Physical Securities so transferred, and (ii) the proposed
transferor is an Agent Member


 


42





















 


holding a
beneficial interest in a Rule 144A Global Security or a Regulation S
Global Security, upon receipt by the Security Registrar of instructions given
in accordance with the Depository’s and the Security Registrar’s procedures,
the Security Registrar shall reflect on its books and records the date of such
transfer and (A) a decrease in the principal amount of such Rule 144A Global
Security or Regulation S Global Security, as the case may be, in an amount
equal to the principal amount of the beneficial interest in a Global Security
to be transferred, and (B) an increase in the principal amount of an
Institutional Accredited Investor Global Security in an amount equal to the
principal amount to be transferred.


 


(b)  Transfers
to Non-U.S. Persons.  The following
provisions shall apply with respect to the registration of any proposed
transfer of a Security to any non-U.S. person:


 


(1) The Security Registrar shall register the transfer of any Security
if (x) the requested transfer is not prior to that date which is two years (or
such shorter period as may be prescribed by Rule 144(k) under the Securities
Act or any successor provision thereunder) after the later of the original
issue date of such Security (or of any Predecessor Security) or three months
after the last day on which the Company or any Affiliate of the Company was the
owner of such Security or any Predecessor Security or (y) such transfer is
being made by a proposed transferor who has checked the box provided for on the
form of Security stating, or who has otherwise advised the Company and the
Security Registrar in writing, that the transfer has been made outside the U.S.
in an offshore transaction within the meaning of Regulation S in compliance
with the exemption from registration under the Securities Act provided by
Rule 904 under the Securities Act.


 


(2) Subject to paragraph (1) above, if (i) the proposed transferee is
an Agent Member, and the Securities to be transferred consist of Physical
Securities which after transfer are to be evidenced by an interest in the
Regulation S Global Security, upon receipt by the Security Registrar of
instructions given in accordance with the Depository’s and the Security
Registrar’s procedures, the Security Registrar shall reflect on the Security
Register the date and an increase in the principal amount of the Regulation S
Global Security in an amount equal to the principal amount of the Physical
Securities to be transferred, and the Trustee shall cancel the Physical
Securities so transferred, and (ii) the proposed transferor is an Agent Member
holding a beneficial interest in a Rule 144A Global Security or an
Institutional Accredited Investor Global Security, upon receipt by the Security
Registrar of instructions given in accordance with the Depository’s and the
Security Registrar’s procedures, the Security Registrar shall reflect on its
books and records the date of such transfer and (A) a decrease in the
principal amount of such Rule 144A Global Security or Institutional Accredited
Investor Global Security, as the case may be, in an amount equal to the
principal amount to be transferred and (B) an increase in the principal
amount of a Regulation S Global Security in an amount equal to the
principal amount to be transferred.


 


43





















 


(c)  Transfers
to QIBs.  The following provisions
shall apply with respect to the registration of any proposed transfer of a
Security to any QIB (excluding transfers to non-U.S. persons):


 


(1) The Security Registrar shall register the transfer of any Security
if (x) the requested transfer is not prior to that date which is two years (or
such shorter period as may be prescribed by Rule 144(k) under the Securities
Act or any successor provision thereunder) after the later of the original
issue date of such Security (or of any Predecessor Security) or three months
after the last day on which the Company or any Affiliate of the Company was the
owner of such Security or any Predecessor Security or (y) such transfer is
being made by a proposed transferor who has checked the box provided for on the
form of Security stating, or who has otherwise advised the Company and the
Security Registrar in writing, that the transfer has been made in compliance
with the exemption from registration under the Securities Act provided under
Rule 144A to a transferee who has signed the certification provided for on
the form of Security stating, or has otherwise advised the Company and the
Security Registrar in writing, that such transferee represents and warrants
that it is purchasing the Security for its own account or an account with respect
to which it exercises sole investment discretion and that each of it and any
such account is a QIB 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 Company as it 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 foregoing
representations in order to claim the exemption from registration provided by
Rule 144A.


 


(2) Subject to paragraph (1) above, if (i) the proposed transferee is
an Agent Member, and the Securities to be transferred consist of Physical
Securities which after transfer are to be evidenced by an interest in the
Rule 144A Global Security, upon receipt by the Security Registrar of
instructions given in accordance with the Depository’s and the Security
Registrar’s procedures, the Security Registrar shall reflect on the Security
Register the date and an increase in the principal amount of the Rule 144A
Global Security in an amount equal to the principal amount of the Physical
Securities to be transferred, and the Trustee shall cancel the Physical
Securities so transferred, and (ii) the proposed transferor is an Agent
Member holding a beneficial interest in an Institutional Accredited Investor
Global Security or a Regulation S Global Security, upon receipt by the Security
Registrar of instructions given in accordance with the Depository’s and the
Security Registrar’s procedures, the Security Registrar shall reflect on its
books and records the date of such transfer and (A) a decrease in the
principal amount of such Institutional Accredited Investor Global Security or
Regulation S Global Security, as the case may be, in an amount equal to the
principal amount to be transferred and (B) an increase in the principal
amount of a Rule 144A Global Security in an amount equal to the principal
amount to be transferred.


 


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(d)  Private
Placement Legend.  (i)Upon the
registration of transfer, exchange or replacement of Securities, the Security
Registrar shall deliver only Securities that bear the Private Placement Legend
unless (i) the transfer or exchange of Initial Securities contemplated by paragraph
(d)(2) or (d)(3) below has occurred or (ii) (x) the circumstances
contemplated by clause (a)(1)(x), (b)(1)(x) or (c)(1)(x) of this
Section 313 exist and (y) there is delivered to the Security
Registrar and the Trustee an Opinion of Counsel reasonably satisfactory to the
Company and the Trustee 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.


 


(1) After a transfer of any Initial Securities during the period of the
effectiveness of a Shelf Registration Statement with respect to such Initial
Securities, all requirements pertaining to legends on such Initial Security
will cease to apply, the requirements requiring that any such Initial Security
be issued in global form will cease to apply, and an Initial Security in
certificated or global form without legends will be available to the transferee
of the Holder of such Initial Securities upon exchange of such transferring
Holder’s certificated Initial Security. 
Upon the occurrence of any of the circumstances described in this
paragraph, the Company will deliver an Officers’ Certificate to the Trustee
instructing the Trustee to issue Securities without legends.


 


(2) Upon the consummation of a Registered Exchange Offer with respect
to Initial Securities pursuant to which certain Holders of such Initial
Securities are offered Exchange Securities (other than Private Exchange
Securities) in exchange for their Initial Securities, all requirements
pertaining to such Initial Securities that Initial Securities be issued in
global form will cease to apply, and certificated Initial Securities with the
Private Placement Legend will be available to Holders of such Initial
Securities that do not exchange their Initial Securities, and Exchange
Securities in certificated or global form will be available to Holders that
exchange such Initial Securities in such Registered Exchange Offer.  Upon the occurrence of any of the
circumstances described in this paragraph, the Company will deliver an
Officers’ Certificate to the Trustee instructing the Trustee to issue
Securities without legends.


 


(3) Upon the consummation of a Private Exchange Offer with respect to
Initial Securities pursuant to which Holders of such Initial Securities are
offered Private Exchange Securities in exchange for their Initial Securities,
all requirements pertaining to such Initial Securities that Initial Securities
issued to certain Holders be issued in global form will continue to apply, and
Private Exchange Securities in global form will be available to Holders that
exchange such Initial Securities in such Private Exchange Offer.


 


(e)  Other
Transfers.  If a Holder proposes to
transfer a Security pursuant to any exemption from the registration
requirements of the Securities Act other than as provided for by
Sections 313(a), 313(b) and 313(c) and other than pursuant to
Section 313(d)(4), the Security Registrar shall only register such
transfer or exchange if such transferor


 


45





















 


delivers to the Security Registrar and the
Trustee an Opinion of Counsel satisfactory to the Company and the Security
Registrar that such transfer is in compliance with the Securities Act and the
terms of this Indenture.


 


(f)  General.  By its acceptance of any Security bearing the
Private Placement Legend, each Holder of such a Security acknowledges the
restrictions on transfer of such Security set forth in this Indenture and in
the Private Placement Legend and agrees that it will transfer such Security
only as provided in this Indenture.


 


The Security
Registrar shall retain copies of all letters, notices and other written
communications received pursuant to Section 312 or this Section 313
for a period of two years, during which time such letters, notices and other
written communications shall at the written request of the Company be delivered
to the Company.  After retaining any such
copies of letters, notices and other written communications for a period of at
least two years, all such copies may be destroyed by the Trustee.  The Company 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 prior written notice to the
Security Registrar.


 


ARTICLE FOUR



SATISFACTION AND DISCHARGE


 


SECTION
401.  Satisfaction and Discharge of
Indenture.


 


This Indenture
shall cease to be of further effect (subject to Section 1206 and except as
to surviving rights of registration of transfer, transfer, exchange and
replacement of Securities expressly provided for herein or pursuant hereto) and
the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture when


 


(1) either


 


(a) all Outstanding Securities have been
delivered to the Trustee for cancellation; or


 


(b) all such Securities not theretofore
delivered to the Trustee for cancellation


 


(i) have become due and payable, or


 


(ii) will become due and payable within one
year, or


 


(iii) are to be called for redemption within
one year under irrevocable arrangements satisfactory to the Trustee in its sole
discretion for the giving of notice of redemption by the Trustee in the name
and at the expense of the Company,


 


46





















 


and the Company, in the case of (i), (ii) or
(iii) above, has irrevocably deposited or caused to be deposited with the
Trustee funds in an amount sufficient to pay and discharge the entire
indebtedness on the Securities not theretofore delivered to the Trustee for
cancellation, for principal of (and premium, if any, on), and interest on, the
Securities to Maturity or the Redemption Date, as the case may be;


 


(2) the Company has paid or caused to be paid all other sums payable by
the Company hereunder; and


 


(3) the Company has delivered to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have
been complied with.


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations under
Sections 607 and 609 and, if money shall have been deposited with the
Trustee pursuant to clause (1)(b) of this Section 401, the obligations
of the Trustee under Section 402 and the last paragraph of
Section 1003 shall survive.


 


SECTION
402.  Application of Trust Money.


 


Subject to the
provisions of the last paragraph of Section 1003, all money deposited with
the Trustee pursuant to Section 401 shall be held in trust and applied by
it, in accordance with the provisions of the Securities and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.


 


ARTICLE FIVE



REMEDIES


 


SECTION
501.  Events of Default.


 


“Event of Default”, wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):


 


(1) failure to pay principal of (or premium, if any, on) any Security
when due; or


 


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(2) failure to pay any interest on any Security when due, continued for
30 days; or


 


(3) default in the payment of principal of (and premium, if any) and
interest on Securities required to be purchased pursuant to an Offer to
Purchase pursuant to Section 1009 when due and payable; or


 


(4) failure to perform or comply with the provisions of
Section 801, 803 or 1016; or


 


(5) failure to perform any covenant or agreement of the Company or any
Guarantor in this Indenture or in any Security (other than a covenant a default
in whose performance is elsewhere in this Section specifically dealt with)
continued for 60 days after written notice to the Company by the Trustee
or Holders of at least 25% in aggregate principal amount of the Outstanding
Securities, which notice shall specify the default and state that such notice
is a “Notice of Default” hereunder; or


 


(6) default under the terms of any instrument evidencing or securing
Debt of the Company or any Restricted Subsidiary having an outstanding
principal amount of not less than $25,000,000 or its foreign currency
equivalent at the time which default results in the acceleration of the payment
of such indebtedness or constitutes the failure to pay such indebtedness when
due (after expiration of any applicable grace period); or


 


(7) the rendering of a judgment or judgments against the Company or any
Restricted Subsidiary in an aggregate amount in excess of $25,000,000 or its
foreign currency equivalent at the time and shall not be waived, satisfied or
discharged for any period of 45 consecutive days during which a stay of
enforcement shall not be in effect; or


 


(8) any Restricted Subsidiary Guarantee ceases to be in full force and
effect (other than in accordance with the terms of such Restricted Subsidiary
Guarantee) or any Guarantor denies or disaffirms its obligations under its
Restricted Subsidiary Guarantee; or


 


(9) the entry of a decree or order by a court having jurisdiction in
the premises adjudging the Company or any Significant Subsidiary a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company or any
Significant Subsidiary under the Federal Bankruptcy Code or any other applicable
federal, state or foreign law, or appointing a receiver, liquidator, assignee,
trustee, custodian or sequestrator (or other similar official) of the Company
or any Significant Subsidiary or of any substantial part of its Property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of
60 consecutive days; or


 


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(10) the institution by the Company or any Significant Subsidiary of
proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to
the institution of bankruptcy or insolvency proceedings against it, or the
filing by it of a petition or answer or consent seeking reorganization or
relief under the Federal Bankruptcy Code or any other applicable federal, state
or foreign law, or the consent by it to the filing of any such petition or to
the appointment of a receiver, liquidator, assignee, trustee, custodian or
sequestrator (or other similar official) of the Company or any Significant
Subsidiary or of any substantial part of its Property, or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing
of its inability to pay its debts generally as they become due.


 


SECTION
502.  Acceleration of Maturity;
Rescission and Annulment.


 


If an Event of
Default (other than an Event of Default specified in Section 501(9) or
501(10) with respect to the Company) shall occur and be continuing, the Trustee
or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities may declare the principal amount of all the Securities
to be due and payable immediately, by a notice in writing to the Company (and
to the Trustee if given by Holders), and upon any such declaration such
principal amount shall become immediately due and payable.  If an Event of Default specified in
Section 501(9) or 501(10) occurs with respect to the Company, the
principal amount of all the Securities shall ipso  facto become
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.


 


At any time
after a declaration of acceleration has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter provided in this Article Five, the Holders of a majority in
aggregate principal amount of the Outstanding Securities, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its
consequences if


 


(1) the Company has paid or deposited with the Trustee a sum sufficient
to pay


 


(A) all
overdue interest on all Outstanding Securities,


 


(B) all unpaid
principal of (and premium, if any, on) any Outstanding Securities which has
become due otherwise than by such declaration of acceleration, and interest on
such unpaid principal at the rate borne by the Securities,


 


(C) to the
extent that payment of such interest is lawful, interest on overdue interest at
the rate borne by the Securities, and


 


(D) all sums
paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel;
and


 


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(2) all Events of Default, other than the nonpayment of amounts of
principal of (or premium, if any, on) Securities which have become due solely
by such declaration of acceleration, have been cured or waived as provided in
Section 513.


 


No such
rescission shall affect any subsequent default or impair any right consequent
thereon.


 


SECTION
503.  Collection of Indebtedness and
Suits for Enforcement by Trustee.


 


The Company
covenants that if


 


(a) default is made in the payment of any
interest on any Security when due, continued for 30 days, or


 


(b) default is made in the payment of the
principal of (or premium, if any, on) any Security when due,


 


the Company
will, upon demand of the Trustee, pay to the Trustee for the benefit of the
Holders of such Securities the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest, and interest on
any overdue principal (and premium, if any) and, to the extent that payment of
such interest shall be legally enforceable, upon any overdue installment of
interest, at the rate borne by the Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.


 


If the Company
fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name as trustee of an express trust, may institute a judicial proceeding for
the collection of the sums so due and unpaid, may prosecute such proceeding to
judgment or final decree and may enforce the same against the Company or any
other obligor upon the Securities and collect the moneys adjudged or decreed to
be payable in the manner provided by law out of the property of the Company or
any other obligor upon the Securities, wherever situated.


 


If an Event of
Default occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.


 


SECTION
504.  Trustee May File Proofs of
Claim.


 


In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the Property of the


 


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Company or of
such other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as herein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue principal,
premium, if any, or interest) shall be entitled and empowered, by intervention
in such proceeding or otherwise,


 


(i) to file and prove a claim for the whole amount of principal (and
premium, if any) and interest owing and unpaid in respect of the Securities and
to file such 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 and its
agents and counsel) and of the Holders allowed in such judicial proceeding, and


 


(ii) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;


 


and any
custodian, receiver, assignee, trustee, liquidator or sequestrator (or other
similar official) in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee and its agents and counsel, and any
other amounts due the Trustee under Section 607.


 


Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights
of any Holder thereof, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.


 


SECTION
505.  Trustee May Enforce Claims
Without Possession of Securities.


 


All rights of
action and claims under this Indenture or the Securities may be prosecuted and
enforced by the Trustee without the possession of any of the Securities or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name and as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee and its agents and counsel, be for the ratable benefit of the
Holders of the Securities in respect of which such judgment has been recovered.


 


SECTION
506.  Application of Money Collected.


 


Any money
collected by the Trustee pursuant to this Article Five shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) or
interest, upon


 


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presentation
of the Securities and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:


 


FIRST:  To the payment of all amounts due the Trustee
under Section 607;


 


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


 


THIRD:  The balance, if any, to the Person or Persons
entitled thereto.


 


SECTION
507.  Limitation on Suits.


 


No Holder of
any Securities shall have any right to institute any proceeding with respect to
this Indenture or for any other remedy hereunder, unless


 


(1) such Holder shall have previously given to the Trustee written
notice of a continuing Event of Default;


 


(2) the Holders of not less than 25% in aggregate principal amount of
the Outstanding Securities shall have made written request and offered
reasonable indemnity to the Trustee to institute such proceeding as trustee;
and


 


(3) the Trustee shall not have received from the Holders of a majority
in aggregate principal amount of the Outstanding Securities a direction
inconsistent with such request and shall have failed to institute such
proceeding within 60 days;


 


it being
understood and intended that no one or more Holders shall have any right in any
manner whatsoever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Holders, or
to obtain or to seek to obtain priority or preference over any other Holders or
to enforce any right under this Indenture, except in the manner herein provided
and for the equal and ratable benefit of all the Holders (it being further
understood that the Trustee shall not have an affirmative duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such
Holders).


 


SECTION
508.  Unconditional Right of Holders
to Receive Principal, Premium and Interest.


 


Notwithstanding
any other provision in this Indenture, including Section 507, the Holder
of any Security shall have the right, which is absolute and unconditional, to receive
payment as provided herein (including, if applicable, Article Twelve) and in
such Security of the principal of (and premium, if any) and (subject to
Section 307) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the


 


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case of
redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent
of such Holder.


 


SECTION
509.  Restoration of Rights and
Remedies.


 


If the Trustee
or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to the Trustee or to such Holder,
then and in every such case, subject to any determination in such proceeding,
the Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.


 


SECTION
510.  Rights and Remedies Cumulative.


 


Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306,
no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. 
The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.


 


SECTION
511.  Delay or Omission Not Waiver.


 


No delay or
omission of the Trustee or of any Holder of any Security to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by
this Article Five or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or
by the Holders, as the case may be.


 


SECTION
512.  Control by Holders.


 


The Holders of
a majority in aggregate principal amount of the Outstanding Securities shall
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee; provided that


 


(1) such direction shall not be in conflict with any rule of law or
with this Indenture,


 


(2) the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction, and


 


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(3) the Trustee need not take any action which might involve it in
personal liability or be unjustly prejudicial to the Holders not consenting.


 


SECTION
513.  Waiver of Past Defaults.


 


The Holders of
not less than a majority in principal amount of the Outstanding Securities may,
on behalf of the Holders of all the Securities, waive any past Default
hereunder and its consequences, except a Default


 


(1) in the payment of the principal of (or premium, if any) or interest
on any Security, or


 


(2) in respect of a covenant or provision hereof which under Article
Nine cannot be modified or amended without the consent of the Holder of each
Outstanding Security affected.


 


The Company
shall deliver to the Trustee an Officers’ Certificate stating that the
requisite majority have consented to such waiver and attaching such consents
upon which, subject to Section 104, the Trustee may conclusively
rely.  Upon any such waiver, such default
shall cease to exist, and any Event of Default arising therefrom shall be
deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon.


 


SECTION
514.  Waiver of Stay or Extension
Laws.


 


The Company
covenants (to the extent that it may lawfully do so) that it 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 Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants
that it 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 SIX



THE TRUSTEE


 


SECTION
601.  Certain Duties and
Responsibilities.


 


(a) 
Except during the continuance of an Event of Default,


 


(1) 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


 


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(2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but, in the case
of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be
under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture (but need not confirm or investigate the
accuracy of mathematical calculations or other facts stated therein).


 


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


 


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


 


(1) this paragraph (c) shall not be construed to limit the effect
of paragraph (a) of this Section 601;


 


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


 


(3) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of a majority in principal amount of the Outstanding Securities
relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture; and


 


(4) no provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any 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 for believing that repayment of such funds
or indemnity reasonably satisfactory to it against such risk or liability is
not reasonably assured to it.


 


(d) 
Whether or not therein expressly so provided, 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 601.


 


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SECTION
602.  Notice of Default.


 


If a Default
occurs and is continuing, the Trustee shall transmit, in the manner and to the
extent provided in TIA Section 313(c), notice of such Default within 60
days after it is known to any Responsible Officer of the Trustee or written
notice of it is received by the Trustee; provided, however, that,
except in the case of a Default in the payment of the principal of (or premium,
if any) or interest on any Security, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee,
a trust committee of directors or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interest of the
Holders.


 


The Trustee is
not required to take notice or deemed to have notice of any Event of Default
with respect to the Securities, except an Event of Default under
Section 501(1), (2), (3) or (4) hereof (provided that in the case of
Section 501(4), such Event of Default constitutes a failure to purchase
Securities pursuant to an Offer to Purchase pursuant to Section 1016),
unless the Trustee shall have received written notice at its Corporate Trust
Office (which notice shall reference the Securities, the Company and the
Indenture) of such Event of Default from the Company or any Holder or unless a
Responsible Officer of the Trustee shall otherwise have knowledge thereof.


 


SECTION
603.  Certain Rights of Trustee.


 


Subject to
Section 601 and to the provisions of TIA Sections 315(a) through
315(d):


 


(1) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;


 


(2) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;


 


(3) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its
part, receive and rely upon an Officers’ Certificate;


 


(4) the Trustee may consult with counsel of its selection and the
written advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon;


 


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(5) the Trustee may act through counsel, agents, custodians and
nominees and shall not be responsible for the misconduct or negligence of any
such person appointed and supervised with due care and in good faith;


 


(6) 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 security or indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;


 


(7) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney
at the sole expense of the Company;


 


(8) the Trustee shall not be liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;


 


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


 


(10) the rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act
hereunder; and


 


(11) the Trustee may request that the Company deliver a certificate
setting forth the names of individuals and/or titles of officers authorized at
such time to take specified actions pursuant to this Indenture.


 


SECTION
604.  Trustee Not Responsible for
Recitals or Issuance of Securities.


 


The recitals
contained herein and in the Securities, except for the Trustee’s certificates
of authentication, shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities, except that
the Trustee represents that it is duly authorized to execute and deliver this


 


57





















 


Indenture,
authenticate the Securities and perform its obligations hereunder.  The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.


 


SECTION
605.  May Hold Securities.


 


The Trustee,
any Paying Agent, any Security Registrar or any other agent of the Company or
of the Trustee, in its individual or any other capacity, may become the owner
or pledgee of Securities and, subject to TIA Sections 310(b) and 311, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar or such other agent.


 


SECTION
606.  Money Held in Trust.


 


Money held by
the Trustee in trust hereunder need not be segregated from other funds except
to the extent required by law.  The
Trustee shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed with the Company.


 


SECTION
607.  Compensation and Reimbursement.


 


The Company
agrees:


 


(1) to pay to the Trustee from time to time such compensation as shall
be agreed upon by the Company and the Trustee for all services rendered by it
hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);


 


(2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of
this Indenture (including the reasonable compensation and the expenses and disbursements
of its agents and counsel), except any such expense, disbursement or advance as
may be attributable to the Trustee’s negligence, willful misconduct or bad
faith; and


 


(3) to indemnify the Trustee and its directors, officers, employees and
agents for, and to hold them harmless against, any loss, liability or expense
incurred without negligence, willful misconduct or bad faith on the part of any
of them, arising out of or in connection with the acceptance or administration
of this trust, including the costs and expenses of defending itself or
themselves against any claim or liability in connection with the exercise or
performance of any of its or their powers or duties hereunder.


 


The
obligations of the Company under this Section 607 to compensate the
Trustee, to pay or reimburse the Trustee for expenses, disbursements and
advances and to indemnify and hold harmless the Trustee shall constitute
additional indebtedness


 


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hereunder.  As security for the performance of such
obligations of the Company, the Trustee shall have a claim prior to the
Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of principal of (and premium,
if any, on) or interest on particular Securities.


 


When the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 501(9) or (10), the expenses (including the
reasonable charges and expenses of its counsel) of and the compensation for
such services are intended to constitute expenses of administration under any
applicable federal, state or foreign bankruptcy, insolvency or other similar
law.


 


The provisions
of this Section 607 shall survive the termination of this Indenture or the
earlier resignation or removal of the Trustee.


 


SECTION
608.  Corporate Trustee Required;
Eligibility; Conflicting Interests.


 


(a) 
There shall be at all times a Trustee hereunder which shall be subject
to and comply with the provisions of Section 310(a)(1) of the Trust
Indenture Act and shall have a combined capital and surplus of at least
$50,000,000.  If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of federal, state, territorial or District of Columbia supervising or examining
authority, then, for the purposes of this Section 608, the combined
capital and surplus of such Person shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so
published.  If at any time a Responsible
Officer of the Trustee shall have actual knowledge that the Trustee ceases to
be eligible in accordance with the provisions of this Section 608, it
shall resign immediately in the manner and with the effect hereinafter
specified in this Article Six.


 


(b) 
The Trustee shall be subject to and comply with Section 310(b) of
the Trust Indenture Act.


 


SECTION
609.  Resignation and Removal;
Appointment of Successor.


 


(a)  No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article Six shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 610.


 


(b) 
The Trustee may resign at any time by giving written notice thereof to
the Company.  If the instrument of
acceptance by a successor Trustee required by Section 610 shall not have
been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.


 


(c) 
The Trustee may be removed at any time by Act of the Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities,
delivered to the Trustee and to the Company.


 


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(d)  If
at any time:


 


(1) the Trustee shall fail to comply with the provisions of TIA
Section 310(b) after written request therefor by the Company or by any
Holder who has been a bona fide Holder of a Security for at least six months,
or


 


(2) the Trustee shall cease to be eligible under Section 608(a)
and shall fail to resign after written request therefor by the Company or by
any Holder who has been a bona fide Holder of a Security for at least six
months, or


 


(3) the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation,


 


then, in any
such case, (i) the Company, by a Board Resolution, may remove the Trustee
or (ii) subject to TIA Section 315(e), any Holder who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.


 


(e)  If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, the Company, by a
Board Resolution, shall promptly appoint a successor Trustee.  If the Company does not promptly appoint a successor
Trustee after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee shall be appointed by Act of the Holders of a
majority in aggregate principal amount of the Outstanding Securities delivered
to the Company and the retiring Trustee. 
In either case, the successor Trustee so appointed shall, forthwith upon
its acceptance of such appointment, become the successor Trustee and supersede
the successor Trustee appointed by the Company. 
If no successor Trustee shall have been so appointed by the Company or
the Holders and accepted appointment in the manner hereinafter provided, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee.


 


(f) 
The Company shall give notice of each resignation and each removal of
the Trustee and each appointment of a successor Trustee to the Holders of
Securities in the manner provided for in Section 106.  Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.


 


(g) 
The retiring Trustee shall not be liable for any of the acts or
omissions of any successor Trustee appointed hereunder.


 


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SECTION
610.  Acceptance of Appointment by
Successor.


 


Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to
the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder.  Upon request of any
such successor Trustee, the Company shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor Trustee
all such rights, powers and trusts.


 


No successor
Trustee shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article Six.


 


SECTION
611.  Merger, Conversion,
Consolidation or Succession to Business.


 


Any Person
into which the Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding
to all or substantially all of the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder; provided that such
Person shall be otherwise qualified and eligible under this Article Six,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.  In case any
Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion, consolidation or transfer
of assets to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.  In case at that time any of the Securities
shall not have been authenticated, any successor Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor Trustee.  In all such cases such
certificates shall have the full force and effect which this Indenture provides
that the certificate of authentication of the Trustee shall have; provided,
however, that the right to adopt the certificate of authentication of
any predecessor Trustee or to authenticate Securities in the name of any
predecessor Trustee shall apply only to its successor or successors by merger,
conversion, consolidation or transfer of assets.


 


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ARTICLE SEVEN



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


SECTION
701.  Disclosure of Names and
Addresses of Holders.


 


Every Holder
of Securities, by receiving and holding the same, agrees with the Company and
the Trustee that none of the Company or the Trustee or any agent of either of
them shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders in accordance with TIA
Section 312, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under TIA Section 312(b).


 


SECTION
702.  Reports by Trustee.


 


Within
60 days after May 15 of each year commencing with the first May 15
after the first issuance of Securities, the Trustee shall transmit to the
Holders, in the manner and to the extent provided in TIA Section 313(c), a
brief report dated as of such May 15 if required by TIA
Section 313(a).


 


A copy of each
such report at the time of its mailing to Holders shall be filed with the
Commission and the principal national securities exchange (if any) on which the
Securities are listed.


 


The Company
shall notify a Responsible Officer of the Trustee if the Securities become
listed on any national securities exchange or of any delisting thereof.


 


SECTION
703.  Reports by Company.


 


The Company
shall file with the Trustee and deliver to the Holders of Securities the
reports and other information required to be provided by it pursuant to
Section 1007.


 


ARTICLE EIGHT



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


SECTION
801.  Company May Consolidate, etc.,
Only on Certain Terms.


 


The Company
shall not, in a single transaction or a series of related transactions, (i)
consolidate with or merge into any other Person or Persons or permit any other
Person to consolidate with or merge into the Company or (ii) directly or
indirectly, transfer, sell, lease, convey or otherwise dispose of all or
substantially all its assets to any other Person or Persons, unless:


 


(1) in a transaction in which the Company is not the surviving Person
or in which the Company transfers, sells, leases, conveys or otherwise disposes
of all or


 


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substantially
all of its assets to any other Person, the resulting, surviving or transferee
Person (the “successor entity”) is organized under the laws of the United
States of America or any State thereof or the District of Columbia and shall
expressly assume, by a supplemental indenture executed and delivered to the
Trustee in form satisfactory to the Trustee, all of the Company’s obligations
under this Indenture;


 


(2) immediately before and after giving effect to such transaction and
treating any Debt which becomes an obligation of the Company (or the successor
entity) or a Restricted Subsidiary as a result of such transaction as having
been Incurred by the Company or such Restricted Subsidiary at the time of the
transaction, no Default or Event of Default shall have occurred and be
continuing;


 


(3) immediately after giving effect to such transaction, the
Consolidated Net Worth of the Company (or the successor entity) is equal to or
greater than that of the Company immediately prior to the transaction;


 


(4) immediately after giving effect to such transaction and treating
any Debt which becomes an obligation of the Company (or the successor entity)
or a Restricted Subsidiary as a result of such transaction as having been
Incurred by the Company or such Restricted Subsidiary at the time of the transaction,
the Company (or the successor entity) could Incur at least $1.00 of additional
Debt pursuant to the provisions of paragraph (a) of Section 1010;


 


(5) if, as a result of any such transaction, Property of the Company
(or the successor entity) or any Restricted Subsidiary would become subject to
a Lien prohibited by the provisions of Section 1014, the Company (or the
successor entity) shall have secured the Securities as required by said
covenant;


 


(6) in the case of a transfer, sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Company, such
assets shall have been transferred as an entirety or virtually as an entirety
to one Person and such Person shall have complied with all the provisions of
this paragraph; and


 


(7) the Company has delivered to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each in form and substance reasonably satisfactory
to the Trustee, stating that such consolidation, merger, transfer, sale, lease,
conveyance or other disposition and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture, complies with
this Article and that all conditions precedent herein provided for relating to
such transaction have been complied with, and, with respect to such Officers’
Certificate, setting forth the manner of determination of the Consolidated Net
Worth, in accordance with clause (3) of this Section 801, of the
Company or, if applicable, of the successor entity as required pursuant to the
foregoing.


 


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SECTION
802.  Successor Company Substituted.


 


Upon any
consolidation of the Company with or merger of the Company with or into any
other Person or any transfer, sale, lease, conveyance or other disposition of
all or substantially all the assets of the Company to any Person or Persons in
accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such transfer,
sale, lease, conveyance or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein, and the predecessor Company (which term shall for this
purpose mean the Person named as the “Company” in the first paragraph of this
Indenture or any successor Person which shall have become such in the manner
described in Section 801), except in the case of a lease, shall be
released from all its obligations and covenants under this Indenture and the
Securities and may be dissolved and liquidated.


 


SECTION
803.  Guarantor May Consolidate, etc.,
Only on Certain Terms.


 


The Company
shall not permit any Guarantor to, in a single transaction or a series of
related transactions, (i) consolidate with or merge into any other Person or
Persons (other than the Company or another Guarantor) or permit any other
Person (other than the Company or another Guarantor) to consolidate with or
merge into such Guarantor or (ii) directly or indirectly, transfer, sell,
lease, convey or otherwise dispose of all or substantially all its assets to
any other Person or Persons (other than the Company or another Guarantor),
unless:


 


(1) in a transaction in which such Guarantor is not the surviving
Person or in which such Guarantor transfers, sells, leases, conveys or
otherwise disposes of all or substantially all of its assets to any other
Person, the resulting, surviving or transferee Person (the “successor
guarantor”) is organized under the laws of the United States of America or any
State thereof or the District of Columbia and shall expressly assume, by a
supplemental indenture executed and delivered to the Trustee in form
satisfactory to the Trustee, all of such Guarantor’s obligations under this
Indenture;


 


(2) immediately before and after giving effect to such transaction and
treating any Debt which becomes an obligation of the Company or a Restricted
Subsidiary (including the successor guarantor) as a result of such transaction
as having been Incurred by the Company or such Restricted Subsidiary at the
time of the transaction, no Default or Event of Default shall have occurred and
be continuing;


 


(3) immediately after giving effect to such transaction, the
Consolidated Net Worth of the Company is equal to or greater than that of the
Company immediately prior to the transaction;


 


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(4) immediately after giving effect to such transaction and treating
any Debt which becomes an obligation of the Company or a Restricted Subsidiary
(including the successor guarantor) as a result of such transaction as having
been Incurred by the Company or such Restricted Subsidiary at the time of the
transaction, the Company could Incur at least $1.00 of additional Debt pursuant
to the provisions of paragraph (a) of Section 1010;


 


(5) if, as a result of any such transaction, Property of the Company or
any Restricted Subsidiary (including the successor guarantor) would become
subject to a Lien prohibited by the provisions of Section 1014, the
Company shall have secured the Securities as required by said covenant;


 


(6) in the case of a transfer, sale, lease, conveyance or other
disposition of all or substantially all of the assets of such Guarantor, such
assets shall have been transferred as an entirety or virtually as an entirety
to one Person and such Person shall have complied with all the provisions of
this paragraph; and


 


(7) the Company has delivered to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each in form and substance reasonably satisfactory
to the Trustee, stating that such consolidation, merger, transfer, sale, lease,
conveyance or other disposition and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture, complies with
this Article and that all conditions precedent herein provided for relating to
such transaction have been complied with, and, with respect to such Officers’
Certificate, setting forth the manner of determination of the Consolidated Net
Worth, in accordance with clause (3) of this Section 803, of such
Guarantor or, if applicable, of the successor guarantor as required pursuant to
the foregoing.


 


SECTION
804.  Successor Guarantor Substituted.


 


Upon any
consolidation of a Guarantor with or merger of a Guarantor with or into any
other Person or any transfer, sale, lease, conveyance or other disposition of
all or substantially all the assets of a Guarantor to any Person or Persons in accordance
with Section 803, the successor Person formed by such consolidation or
into which such Guarantor is merged or to which such transfer, sale, lease,
conveyance or other disposition is made shall succeed to, and be substituted
for, and may exercise every right and power of, such Guarantor under this
Indenture with the same effect as if such successor Person had been named as a
Guarantor herein, and the predecessor Guarantor (which term shall for this
purpose mean the Person named as the “New Guarantor” in the first paragraph of
the applicable supplemental indenture or any successor Person which shall have
become such in the manner described in Section 803), except in the case of
a lease, shall be released from all its obligations and covenants under its
Restricted Subsidiary Guarantee and the Securities and may be dissolved and
liquidated.


 


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ARTICLE NINE



SUPPLEMENTAL INDENTURES


 


SECTION
901.  Supplemental Indentures Without
Consent of Holders.


 


The Company
and the Trustee may, at any time and from time to time, without notice to or
consent of any Holders of Securities, enter into one or more indentures
supplemental hereto:


 


(1) to evidence the succession of another Person to the Company or a
Guarantor and the assumption by such successor of the covenants of the Company
or such Guarantor herein and in the Securities; or


 


(2) to add to the covenants of the Company, for the benefit of the
Holders, or to surrender any right or power conferred upon the Company hereby;
or


 


(3) to add any additional Events of Default; or


 


(4) to provide for uncertificated Securities in addition to or in place
of certificated Securities; or


 


(5) to evidence and provide for the acceptance of appointment hereunder
of a successor Trustee pursuant to the requirements of Section 610; or


 


(6) to secure the Securities; or


 


(7) to comply with the Trust Indenture Act or the Securities Act
(including Regulation S promulgated thereunder); or


 


(8) to add additional Guarantees with respect to the Securities or to
release Guarantors from Restricted Subsidiary Guarantees as provided by the
terms of this Indenture; or


 


(9) to cure any ambiguity herein, to correct or supplement any
provision herein which may be inconsistent with any other provision herein, or
to add any other provision with respect to matters or questions arising under
this Indenture; provided such actions shall not adversely affect the
interests of the Holders in any material respect; or


 


(10) to make any change in the provisions of this Indenture or the
Securities relating to book-entry procedures for Global Securities to
facilitate trading or transferring the Securities in book-entry form; provided
such actions shall not adversely affect the interests of the holders in any
material respect.


 


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SECTION 902.  Supplemental
Indentures With Consent of Holders.


 


With the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities, by Act of such Holders delivered to the Company and the
Trustee, the Company and the Trustee may enter into one or more indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or waiving or
otherwise modifying in any manner the rights of the Holders, provided
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby:


 


(1) change the Stated Maturity of the principal of, or any installment
of interest on, any Security, or reduce the principal amount thereof or the
interest thereon that would be due and payable upon the Stated Maturity
thereof, or change the place of payment where, or the coin or currency in
which, any Security or any premium or interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or after
the Stated Maturity thereof; or


 


(2) reduce the percentage in principal amount of the Outstanding
Securities, the consent of whose Holders is necessary for any such supplemental
indenture or required for any waiver of compliance with certain provisions of
this Indenture or certain Defaults hereunder; or


 


(3) subordinate in right of payment, or otherwise subordinate, the
Securities to any other Debt; or


 


(4) except as otherwise provided herein, release any security interest
that may have been granted in favor of the Holders of the Securities; or


 


(5) reduce the premium payable upon the redemption of any Security nor
change the time at which any Security may be redeemed, as described in Exhibit
A; or


 


(6) reduce the premium payable upon a Change of Control Triggering
Event or, at any time after a Change of Control Triggering Event has occurred,
change the time at which the Offer to Purchase relating thereto must be made or
at which the Securities must be repurchased pursuant to such Offer to Purchase;
or


 


(7) at any time after the Company is obligated to make an Offer to
Purchase with the Net Available Proceeds from Asset Dispositions, change the
time at which such Offer to Purchase must be made or at which the Securities
must be repurchased pursuant thereto; or


 


(8) make any change in any Restricted Subsidiary Guarantee that would
adversely affect the Holders of the Securities; or


 


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(9) modify any provision of this Section 902 (except to increase
any percentage set forth herein).


 


It shall not
be necessary for any Act of Holders under this Section 902 to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.


 


SECTION 903.  Execution of
Supplemental Indentures.


 


In executing,
or accepting the additional trusts created by, any supplemental indenture
permitted by this Article Nine or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and shall
be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture and an Officers’ Certificate stating that all conditions precedent to
the execution of such supplemental indenture have been fulfilled.  The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.


 


SECTION 904.  Effect of
Supplemental Indentures.


 


Upon the
execution of any supplemental indenture under this Article Nine, this Indenture
shall be modified in accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.


 


SECTION 905.  Conformity with
Trust Indenture Act.


 


Every
supplemental indenture executed pursuant to this Article Nine shall conform as
a matter of contract or law to the requirements of the Trust Indenture Act as
then in effect.


 


SECTION 906.  Reference in
Securities to Supplemental Indentures.


 


Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article Nine may bear a notation in form approved by the
Trustee and the Company as to any matter provided for in such supplemental
indenture.  If the Company shall so
determine, new Securities so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in exchange
for Outstanding Securities.


 


SECTION 907.  Notice of
Supplemental Indentures.


 


Promptly after
the execution by the Company and the Trustee of any supplemental indenture
pursuant to this Article Nine, the Company shall give notice thereof to the
Holders of each Outstanding Security affected, in the manner provided for 


 


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in
Section 106, setting forth in general terms the substance of such
supplemental indenture.


 


ARTICLE TEN


 


COVENANTS


 


SECTION 1001.  Payment of
Principal, Premium, if Any, and Interest.


 


The Company
covenants and agrees for the benefit of the Holders that it shall duly and
punctually pay the principal of (and premium, if any) and interest on the
Securities in accordance with the terms of the Securities and this Indenture.


 


SECTION 1002.  Maintenance of
Office or Agency.


 


The Company
shall maintain in The City of New York an office or agency where
Securities may be presented or surrendered for payment, where Securities may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served.  The Corporate Trust
Office of the Trustee shall be such office or agency of the Company, unless the
Company shall designate and maintain some other office or agency for one or
more of such purposes.  The Company shall
give prompt written notice to the Trustee of any change in the location of any
such office or agency.  If at any time
the Company shall fail to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.


 


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


 


SECTION 1003.  Money for
Security Payments to Be Held in Trust.


 


If the Company
shall at any time act as its own Paying Agent, it shall, on or before each due
date of the principal of (or premium, if any) or interest on any of the
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal of (or premium, if any) or
interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and shall promptly notify the Trustee
of its action or failure so to act.


 


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Whenever the
Company shall have one or more Paying Agents for the Securities, it shall, on
or before each due date of the principal of (or premium, if any) or interest on
any Securities, deposit with a Paying Agent a sum sufficient to pay the
principal (and premium, if any) or interest so becoming due, such sum to be
held in trust for the benefit of the Persons entitled to such principal,
premium or interest, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of such action or any failure so to act.


 


The Company
shall cause each Paying Agent (other than the Trustee) to execute and deliver
to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section 1003, that such Paying
Agent shall:


 


(1) hold all sums held by it for the payment of the principal of,
premium, if any, or interest on Securities in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;


 


(2) give the Trustee notice of any default by the Company (or any other
obligor upon the Securities) in the making of any payment of principal, premium,
if any, or interest;


 


(3) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held
in trust by such Paying Agent; and


 


(4) indemnify the Trustee and its officers, directors, employees and
agents against any loss, cost or liability caused by, or incurred as a result
of, such Paying Agent’s acts or omissions.


 


The Company
may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any
Paying Agent to pay, to the Trustee all sums held in trust by the Company or
such Paying Agent, such sums to be held by the Trustee upon the same trusts as
those upon which such sums were held by the Company or such Paying Agent; and,
upon such payment by any Paying Agent to the Trustee, such Paying Agent shall
be released from all further liability with respect to such sums.


 


Any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium, if any, or interest on any
Security and remaining unclaimed for two years after such principal, premium or
interest has become due and payable shall be paid to the Company on Company Request
or (if then held by the Company) shall be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a 


 


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newspaper
published in the English language, customarily published on each Business Day
and of general circulation in the Borough of Manhattan, The City of
New York, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.


 


SECTION 1004.  Corporate
Existence.


 


Subject to
Article Eight, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect the corporate existence, rights
(charter and statutory) and franchises of the Company and each Subsidiary of
the Company; provided, however, that the Company shall not be
required to preserve, with respect to the Company, any such right or franchise
or, with respect to any such Subsidiary (subject to all the other covenants in
this Indenture), any such corporate existence, right or franchise, if the Board
of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries as
a whole and that the loss thereof is not disadvantageous in any material
respect to the Holders.


 


SECTION 1005.  Maintenance of
Properties.


 


The Company
shall cause all properties owned by the Company or any Restricted Subsidiary or
used or held for use in the conduct of its business or the business of any
Restricted Subsidiary to be maintained and kept in good condition, repair and
working order and supplied with all necessary equipment and shall cause to be
made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that
nothing in this Section 1005 shall prevent the Company from discontinuing
the maintenance of any of such properties if such discontinuance is, in the
judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.


 


SECTION 1006.  Insurance.


 


The Company
shall at all times keep all of its and its Restricted Subsidiaries’ properties
which are of an insurable nature insured with insurers, believed by the Company
to be responsible, against loss or damage to the extent that property of similar
character is usually so insured by companies similarly situated and owning like
properties.


 


SECTION 1007.  Reports.


 


Whether or not
the Company is subject to Section 13(a) or 15(d) of the Exchange Act, or
any successor provision thereto, the Company shall file with the Commission the
annual reports, quarterly reports and other documents which the Company would
have been required to file with the Commission pursuant to such
Section 13(a) or 15(d) or any 


 


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successor
provision thereto if the Company were subject thereto, such documents to be
filed with the Commission on or prior to the respective dates (the “Required
Filing Dates”) by which the Company would have been required to file them.  The Company shall also in any event (a)
within 15 days of each Required Filing Date (i) transmit by mail to all
Holders, as their names and addresses appear in the Security Register, without
cost to such Holders, and (ii) file with the Trustee copies of the annual reports,
quarterly reports and other documents (without exhibits) which the Company
would have been required to file with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act or any successor provisions
thereto if the Company were subject thereto and (b) if filing such documents by
the Company with the Commission is not permitted under the Exchange Act,
promptly upon written request, supply copies of such documents (without
exhibits) to any prospective Holder.


 


Delivery of
such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates).


 


SECTION 1008.  Statement by
Officers as to Default.


 


(a)  The
Company shall deliver to the Trustee, on the date of delivery of each annual
report to be delivered pursuant to Section 1007, a brief certificate from
the principal executive officer, principal financial officer or principal
accounting officer as to his or her knowledge of the Company’s compliance
during the period covered by such report with all conditions and covenants
under this Indenture.  If the signer has
knowledge of any noncompliance that occurred during such period, the
certificate shall describe its status and what action the Company has taken or
is taking or proposes to take with respect thereto.  For purposes of this Section 1008(a),
such compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.


 


(b)  When
any Default has occurred and is continuing under this Indenture, or if the
trustee for or the holder of any other evidence of Debt of the Company or any
Restricted Subsidiary gives any notice or takes any other action with respect
to a claimed default (other than with respect to Debt in the principal amount
of less than $25,000,000 or its foreign currency equivalent at the time), the
Company shall, within 30 days of such occurrence, notice or other action,
deliver to the Trustee by registered or certified mail or by telegram, telex or
facsimile transmission an Officers’ Certificate specifying such event, notice
or other action, its status and what action the Company is taking or purposes
to take with respect thereto.


 


SECTION 1009.  Change of
Control Triggering Event.


 


(a)  Upon
the occurrence of a Change of Control Triggering Event, each Holder shall have
the right to require that the Company repurchase such Holder’s Securities in 


 


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whole or in part in integral multiples of
$1,000, in accordance with the procedures set forth in this Section 1009
and this Indenture.


 


(b)  Within
30 days of the occurrence of both a Change of Control and a Rating Decline
with respect to the Securities (a “Change of Control Triggering Event”), the
Company will be required to make an Offer to Purchase all Outstanding
Securities at a price in cash equal to 101% of the principal amount of the
Securities on the purchase date, plus accrued and unpaid interest (if any) to
such purchase date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date).


 


(c)  The
Company and the Trustee shall perform their respective obligations for the
Offer to Purchase as specified in the Offer. 
Prior to the Purchase Date, the Company shall (i) accept for
payment Securities or portions thereof tendered pursuant to the Offer,
(ii) irrevocably deposit with the Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) money sufficient to pay the Purchase Price of all Securities
or portions thereof so accepted (provided that such deposit may be made no
later than 11:00 A.M. New York City time on the Purchase Date if the
Company elects) and (iii) deliver or cause to be delivered to the Trustee
all Securities so accepted together with an Officers’ Certificate stating the
Securities or portions thereof accepted for payment by the Company.  The Paying Agent shall promptly mail or
deliver to Holders of Securities so accepted payment in an amount equal to the
Purchase Price, and the Trustee shall promptly authenticate and mail or deliver
to such Holders a new Security or Securities equal in principal amount to any
unpurchased portion of the Security surrendered as requested by the
Holder.  Any Security not accepted for
payment shall be promptly mailed or delivered by the Company to the Holder
thereof.  In the event that the aggregate
Purchase Price is less than the amount delivered by the Company to the Trustee
or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall
deliver the excess to the Company immediately after the Purchase Date.


 


(d)  A “Change
of Control” means the occurrence of any of the following events:


 


(i) if any “person” or “group” (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act or any successor provisions to either of
the foregoing), including any group acting for the purpose of acquiring,
holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1)
under the Exchange Act, other than any one or more of the Permitted Holders,
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act, except that a person will be deemed to have “beneficial ownership” of all
shares that any such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of 35% or more of the total voting power of the Voting Stock of the
Company; provided, however, that the Permitted Holders are the
“beneficial owners” (as defined in Rule 13d-3 under the Exchange Act, except
that a person will be deemed to have “beneficial ownership” of all shares that
any such person has the right to acquire, whether


 


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such right is
exercisable immediately or only after the passage of time), directly or
indirectly, in the aggregate of a lesser percentage of the total voting power
of the Voting Stock of the Company than such other person or group (for
purposes of this clause (i), such person or group shall be deemed to
beneficially own any Voting Stock of a corporation (the “specified corporation”)
held by any other corporation (the “parent corporation”) so long as such person
or group beneficially owns, directly or indirectly, in the aggregate a majority
of the total voting power of the Voting Stock of such parent corporation); or


 


(ii) the sale, transfer, assignment, lease, conveyance or other
disposition, directly or indirectly, of all or substantially all the assets of
the Company and the Restricted Subsidiaries, considered as a whole (other than
a disposition of such assets as an entirety or virtually as an entirety to a
Wholly Owned Restricted Subsidiary or one or more Permitted Holders) shall have
occurred; or


 


(iii) during any period of two consecutive years, individuals who at
the beginning of such period constituted the Board of Directors (together with
any new directors whose election or appointment by such board or whose
nomination for election by the shareholders of the Company was approved by a
vote of a majority of the directors then still in office who were either
directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority of the Board of Directors then in office; or


 


(iv) the shareholders of the Company shall have approved any plan of
liquidation or dissolution of the Company.


 


(e)  The
Company shall not be required to make an Offer to Purchase upon a Change of
Control Triggering Event if a third party makes the Offer to Purchase in the
manner, at the times and otherwise in compliance with the requirements set
forth in this Indenture applicable to an Offer to Purchase made by the Company
and purchases all Securities validly tendered and not withdrawn under such
Offer to Purchase.


 


(f)  In
the event that the Company makes an Offer to Purchase the Securities, the
Company shall comply with any applicable securities laws and regulations,
including any applicable requirements of Section 14(e) of, and Rule 14e-1
under, the Exchange Act.  To the extent
that the provisions of any securities laws or regulations conflict with
provisions of this Section, the Company shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations
under this Section by virtue thereof.


 


SECTION 1010.  Limitation on
Consolidated Debt.


 


(a)  The
Company shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly, Incur any Debt, unless, after giving pro forma effect to such
Incurrence and the receipt and application of the net proceeds thereof, no
Default or Event of Default would occur as a consequence of such Incurrence or
be continuing 


 


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following such Incurrence and either (i) the
ratio of (A) the aggregate consolidated principal amount (or, in the case of
Debt issued at a discount, the Accreted Value) of Debt of the Company and its
Restricted Subsidiaries outstanding as of the most recent available quarterly
or annual balance sheet, after giving pro forma effect to the Incurrence of
such Debt and any other Debt Incurred or repaid since such balance sheet date
and the receipt and application of the net proceeds thereof, to (B)
Consolidated Cash Flow Available for Fixed Charges for the four full fiscal
quarters next preceding the Incurrence of such Debt for which consolidated
financial statements are available, would be less than 5.0 to 1.0, or (ii) the
Company’s Consolidated Capital Ratio as of the most recent available quarterly
or annual balance sheet, after giving pro forma effect to (x) the Incurrence of
such Debt and any other Debt Incurred or repaid since such balance sheet date,
(y) the issuance of any Capital Stock (other than Disqualified Stock) of the
Company since such balance sheet date, including the issuance of any Capital
Stock to be issued concurrently with the Incurrence of such Debt, and (z) the
receipt and application of the net proceeds of such Debt or Capital Stock, as
the case may be, is less than 2.25 to 1.0.


 


(b)  Notwithstanding
the foregoing limitation, the Company or any Restricted Subsidiary may Incur
any and all of the following (each of which shall be given independent effect):


 


(i) Debt under the Securities, this Indenture or any Restricted
Subsidiary Guarantee, other than any Additional Securities;


 


(ii) Debt under Credit Facilities in an aggregate principal amount
outstanding or available (together with all refinancing Debt outstanding or
available pursuant to clause (viii) below in respect of Debt previously
Incurred pursuant to this clause (ii)) at any one time not to exceed the
greater of (x) $750,000,000, which amount shall be permanently reduced by the
amount of Net Available Proceeds used to repay Debt under the Credit
Facilities, and not reinvested in Telecommunications/IS Assets or used to
purchase Securities or repay other Debt, pursuant to and as permitted by
Section 1016, and (y) 85% of the Eligible Receivables;


 


(iii) Purchase Money Debt, provided that the amount of such
Purchase Money Debt does not exceed 100% of the cost of the construction,
installation, acquisition, lease, development or improvement of the applicable
Telecommunications/IS Assets;


 


(iv) Subordinated Debt of the Company; provided, however,
that the aggregate principal amount or, in the case of Debt issued at a
discount, the Accreted Value, of such Debt, together with any other outstanding
Debt Incurred pursuant to this clause (iv), shall not exceed $500,000,000 at
any one time (which amount shall be permanently reduced by the amount of Net
Available Proceeds used to repay Subordinated Debt of the Company, and not
reinvested in Telecommunications/IS Assets or used to purchase Securities or
repay other Debt, pursuant to and as permitted by Section 1016), except to
the extent such Debt in 


 


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excess of
$500,000,000 (A) is subordinated to all other Debt of the Company other than
Debt Incurred pursuant to this clause (iv) in excess of such $500,000,000
limitation, (B) does not provide for the payment of cash interest on such Debt
prior to the Stated Maturity of the Securities and (C) (1) does not provide for
payments of principal of such Debt at stated maturity or by way of a sinking
fund applicable thereto or by way of any mandatory redemption, defeasance,
retirement or repurchase thereof by the Company (including any redemption,
retirement or repurchase which is contingent upon events or circumstances, but
excluding any retirement required by virtue of the acceleration of any payment
with respect to such Debt upon any event of default thereunder), in each case
on or prior to the Stated Maturity of the Securities, and (2) does not permit
redemption or other retirement (including pursuant to an offer to purchase made
by the Company but excluding through conversion into Capital Stock of the
Company, other than Disqualified Stock, without any payment by the Company or
its Restricted Subsidiaries to the holders thereof other than in respect of
fractional shares) of such Debt at the option of the holder thereof on or prior
to the Stated Maturity of the Securities;


 


(v) Debt outstanding on the Measurement Date;


 


(vi) Debt owed by the Company to any Restricted Subsidiary of the
Company or Debt owed by a Restricted Subsidiary of the Company to the Company
or a Restricted Subsidiary of the Company; provided, however,
that (x) upon the transfer, conveyance or other disposition by such Restricted
Subsidiary or the Company of any Debt so permitted to a Person other than the
Company or another Restricted Subsidiary of the Company or (y) if for any
reason such Restricted Subsidiary ceases to be a Restricted Subsidiary, the
provisions of this clause (vi) shall no longer be applicable to such Debt and
such Debt shall be deemed to have been Incurred by the issuer thereof at the
time of such transfer, conveyance or other disposition or when such Restricted
Subsidiary ceases to be a Restricted Subsidiary;


 


(vii) Debt Incurred by a Person prior to the time (A) such Person
became a Restricted Subsidiary, (B) such Person merges into or consolidates
with a Restricted Subsidiary or (C) another Restricted Subsidiary merges into
or consolidates with such Person (in a transaction in which such Person becomes
a Restricted Subsidiary), which Debt was not Incurred in anticipation of such
transaction and was outstanding prior to such transaction;


 


(viii) Debt Incurred to renew, extend, refinance, defease, repay,
prepay, repurchase, redeem, retire, exchange or refund (each, a “refinancing”)
Debt Incurred pursuant to clause (i), (ii), (iii), (v), (vii) or (xii) of this
paragraph (b) or this clause (viii), in an aggregate principal amount (or if
issued at a discount, the then-Accreted Value) not to exceed the aggregate
principal amount (or if issued at a discount, the then-Accreted Value) of and
accrued interest on the Debt so refinanced plus the amount of any premium
required to be paid in connection with 


 


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such
refinancing pursuant to the terms of the Debt so refinanced or the amount of
any premium reasonably determined by the Board of Directors as necessary to
accomplish such refinancing by means of a tender offer or privately negotiated
repurchase, plus the expenses of the Company Incurred in connection with such
refinancing; provided, however, that (A) the refinancing Debt
shall not be senior in right of payment to the Debt that is being refinanced
and (B) in the case of any refinancing of Debt Incurred pursuant to clause (i),
(v), (vii) or (xii) or, if such Debt previously refinanced Debt Incurred
pursuant to any such clause, this clause (viii), the refinancing Debt by its
terms, or by the terms of any agreement or instrument pursuant to which such
Debt is issued, (x) does not provide for payments of principal of such Debt at
stated maturity or by way of a sinking fund applicable thereto or by way of any
mandatory redemption, defeasance, retirement or repurchase thereof by the
Company (including any redemption, retirement or repurchase which is contingent
upon events or circumstances, but excluding any retirement required by virtue
of the acceleration of any payment with respect to such Debt upon any event of
default thereunder), in each case prior to the time the same are required by
the terms of the Debt being refinanced and (y) does not permit redemption
or other retirement (including pursuant to an offer to purchase made by the
Company) of such Debt at the option of the holder thereof prior to the time the
same are required by the terms of the Debt being refinanced, other than, in the
case of clause (x) or (y), any such payment, redemption or other retirement at
the option of the holder of such Debt (including pursuant to an offer to purchase
made by the Company) which is conditioned upon a change of control pursuant to
provisions substantially similar to those described under Section 1009;


 


(ix) Debt (A) in respect of performance, surety or appeal bonds,
Guarantees, letters of credit or reimbursement obligations Incurred or provided
in the ordinary course of business securing the performance of contractual,
franchise, lease, self-insurance or license obligations and not in connection
with the Incurrence of Debt or (B) in respect of customary agreements providing
for indemnification, adjustment of purchase price after closing, or similar
obligations, or from Guarantees or letters of credit, surety bonds or
performance bonds securing any such obligations of the Company or any of its
Restricted Subsidiaries pursuant to such agreements, Incurred in connection
with the disposition of any business, assets or Restricted Subsidiary of the
Company (other than Guarantees of Indebtedness Incurred by any Person acquiring
all or any portion of such business, assets or Restricted Subsidiary of the
Company for the purpose of financing such acquisition) and in an aggregate
principal amount not to exceed the gross proceeds actually received by the
Company or any Restricted Subsidiary in connection with such disposition;


 


(x) Debt consisting of Permitted Interest Rate or Currency Protection
Agreements;


 


(xi) Debt not otherwise permitted to be Incurred pursuant to clauses
(i) through (x) above or clause (xii) below, which, together with any
other 


 


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outstanding
Debt Incurred pursuant to this clause (xi), has an aggregate principal amount
not in excess of $50,000,000 at any time outstanding; and


 


(xii) The Securities (other than any Additional Securities), Measurement
Date Purchase Money Debt and Debt under the Existing Notes and the related
indentures and any restricted subsidiary guarantees issued in accordance with
such related indentures.


 


(c)  Notwithstanding
any other provision of this Section 1010, the maximum amount of Debt that
the Company or a Restricted Subsidiary may Incur pursuant to this
Section 1010 shall not be deemed to be exceeded due solely to the result
of fluctuations in the exchange rates of currencies.


 


(d)  For
purposes of determining any particular amount of Debt under this
Section 1010, (i) Guarantees, Liens or obligations with respect to letters
of credit supporting Debt otherwise included in the determination of such
particular amount shall not be included and (ii) any Liens granted for the
benefit of the Securities pursuant to the provisions referred to in the first
paragraph of Section 1014 shall not be treated as Debt.  For purposes of determining any particular
amount of Debt under this Section 1010, if any such Debt denominated in a
different currency is subject to a currency agreement that constitutes a
Permitted Interest Rate or Currency Protection Agreement with respect to U.S.
dollars covering all principal of, premium, if any, and interest payable on
such Debt, the amount of such Debt expressed in U.S. dollars will be as provided
in such currency agreement.  For purposes
of determining compliance with this Section 1010, in the event that an
item of Debt meets the criteria of more than one of the types of Debt described
in the above clauses, the Company, in its sole discretion, shall classify such
item of Debt and only be required to include the amount and type of such Debt
in one of such clauses.


 


SECTION 1011.  Limitation on
Debt of Restricted Subsidiaries.


 


The Company
shall not permit any Restricted Subsidiary that is not a Guarantor to Incur any
Debt except any and all of the following (each of which shall be given
independent effect):


 


(i) Restricted Subsidiary Guarantees;


 


(ii) Debt outstanding on the Measurement Date;


 


(iii) Debt of Restricted Subsidiaries under Credit Facilities permitted
to be Incurred pursuant to clause (ii) of paragraph (b) of Section 1010;


 


(iv) Purchase Money Debt of Restricted Subsidiaries permitted to be
Incurred pursuant to clause (iii) of paragraph (b) of Section 1010;


 


(v) Debt owed by a Restricted Subsidiary to the Company or a Restricted
Subsidiary of the Company permitted to be Incurred pursuant to clause (vi) of
paragraph (b) of Section 1010;


 


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(vi) Debt of Restricted Subsidiaries consisting of Permitted Interest
Rate or Currency Protection Agreements permitted to be Incurred pursuant to
clause (x) of paragraph (b) of Section 1010;


 


(vii) Debt of Restricted Subsidiaries permitted to be Incurred under
clause (vii) of paragraph (b) of Section 1010;


 


(viii) Debt of Restricted Subsidiaries permitted to be Incurred under
clause (ix) or (xi) of paragraph (b) of Section 1010; and


 


(ix) Debt which is Incurred to refinance any Debt of a Restricted
Subsidiary permitted to be Incurred pursuant to clauses (i), (ii), (iii), (iv)
and (vii) of this paragraph or this clause (ix), in an aggregate principal
amount (or if issued at a discount, the then-Accreted Value) not to exceed the
aggregate principal amount (or if issued at a discount, the then-Accreted
Value) of the Debt so refinanced, plus the amount of any premium required to be
paid in connection with such refinancing pursuant to the terms of the Debt so
refinanced or the amount of any premium reasonably determined by the Board of
Directors as necessary to accomplish such refinancing by means of a tender
offer or privately negotiated repurchase, plus the amount of expenses of the
Company and the applicable Restricted Subsidiary Incurred in connection therewith;
provided, however, that, in the case of any refinancing of Debt
Incurred pursuant to clause (i), (ii) or (vii) or, if such Debt previously
refinanced Debt Incurred pursuant to any such clause, this clause (ix), the
refinancing Debt by its terms, or by the terms of any agreement or instrument
pursuant to which such Debt is Incurred, (x) does not provide for payments of
principal at the stated maturity of such Debt or by way of a sinking fund
applicable to such Debt or by way of any mandatory redemption, defeasance,
retirement or repurchase of such Debt by the Company or any Restricted
Subsidiary (including any redemption, retirement or repurchase which is
contingent upon events or circumstances, but excluding any retirement required
by virtue of acceleration of such Debt upon an event of default thereunder), in
each case prior to the time the same are required by the terms of the Debt
being refinanced and (y) does not permit redemption or other retirement
(including pursuant to an offer to purchase made by the Company or a Restricted
Subsidiary) of such Debt at the option of the holder thereof prior to the
stated maturity of the Debt being refinanced, other than, in the case of clause
(x) or (y), any such payment, redemption or other retirement (including pursuant
to an offer to purchase made by the Company or a Restricted Subsidiary) which
is conditioned upon the change of control of the Company pursuant to provisions
substantially similar to those contained in Section 1009.


 


Notwithstanding
any other provision of this Section 1011, the maximum amount of Debt that
a Restricted Subsidiary may Incur pursuant to this Section 1011 shall not
be deemed to be exceeded due solely as the result of fluctuations in the
exchange rates of currencies.


 


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For purposes
of determining any particular amount of Debt under this Section 1011,
Guarantees, Liens or obligations with respect to letters of credit supporting
Debt otherwise included in the determination of such particular amount shall
not be included.  For purposes of
determining compliance with this Section 1011, in the event that an item
of Debt meets the criteria of more than one of the types of Debt described in
the above clauses, the Company, in its sole discretion, shall classify such
item of Debt and only be required to include the amount and type of such Debt
in one of such clauses.


 


SECTION 1012.  Limitation on
Restricted Payments.


 


(a)  The
Company (i) shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly, declare or pay any dividend, or make any distribution, in
respect of its Capital Stock or to the holders thereof, excluding any dividends
or distributions which are made solely to the Company or a Restricted
Subsidiary (and, if such Restricted Subsidiary is not a Wholly Owned
Subsidiary, to the other stockholders of such Restricted Subsidiary on a pro
rata basis or on a basis that results in the receipt by the Company or a
Restricted Subsidiary of dividends or distributions of greater value than it
would receive on a pro rata basis) or any dividends or distributions payable
solely in shares of Capital Stock of the Company (other than Disqualified
Stock) or in options, warrants or other rights to acquire Capital Stock of the
Company (other than Disqualified Stock); (ii) shall not, and shall not permit
any Restricted Subsidiary to, purchase, redeem, or otherwise retire or acquire
for value (x) any Capital Stock of the Company or any Restricted Subsidiary of
the Company or (y) any options, warrants or rights to purchase or acquire
shares of Capital Stock of the Company or any Restricted Subsidiary or any
securities convertible or exchangeable into shares of Capital Stock of the
Company or any Restricted Subsidiary, except, in any such case, any such
purchase, redemption or retirement or acquisition for value (A) paid to the
Company or a Restricted Subsidiary (or, in the case of any such purchase,
redemption or other retirement or acquisition for value with respect to a
Restricted Subsidiary that is not a Wholly Owned Subsidiary, to the other
stockholders of such Restricted Subsidiary on a pro rata basis or on a basis
that results in the receipt by the Company or a Restricted Subsidiary of
payments of greater value than it would receive on a pro rata basis) or (B)
paid solely in shares of Capital Stock (other than Disqualified Stock) of the
Company; (iii) shall not make, or permit any Restricted Subsidiary to make, any
Investment (other than an Investment in the Company or a Restricted Subsidiary
or a Permitted Investment) in any Person, including the Designation of any
Restricted Subsidiary as an Unrestricted Subsidiary, or the Revocation of any
such Designation, according to Section 1019; (iv) shall not, and shall not
permit any Restricted Subsidiary to, redeem, defease, repurchase, retire or
otherwise acquire or retire for value, prior to any scheduled maturity,
repayment or sinking fund payment, Debt of the Company which is subordinate in
right of payment to the Securities (other than any redemption, defeasance,
repurchase, retirement or other acquisition or retirement for value made in
anticipation of satisfying a scheduled maturity, repayment or sinking fund
obligation due within one year thereof); and (v) shall not, and shall not
permit any Restricted Subsidiary to, issue, transfer, convey, sell or otherwise
dispose of Capital Stock of any Restricted Subsidiary to a Person other than
the Company or another Restricted Subsidiary if the result thereof is that such
Restricted Subsidiary shall cease to 


 


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be a Restricted Subsidiary, in which event
the amount of such “Restricted Payment” shall be the Fair Market Value of the
remaining interest, if any, in such former Restricted Subsidiary held by the
Company and the other Restricted Subsidiaries (each of clauses (i) through (v)
being a “Restricted Payment”) if: (1) an Event of Default, or an event that
with the passing of time or the giving of notice, or both, would constitute an
Event of Default, shall have occurred and be continuing, or (2) upon giving
effect to such Restricted Payment, the Company could not Incur at least $1.00
of additional Debt pursuant to paragraph (a) of Section 1010, or (3) upon
giving effect to such Restricted Payment, the aggregate of all Restricted
Payments made on or after the Measurement Date, including Restricted Payments
made pursuant to clause (A) or (B) of the proviso at the end of this sentence,
and Permitted Investments made on or after the Measurement Date pursuant to
clause (i) or (j) of the definition thereof (the amount of any such Restricted
Payment or Permitted Investment, if made other than in cash, to be based upon
Fair Market Value) exceeds the sum of: (a) 50% of cumulative Consolidated Net
Income (or, in the case that Consolidated Net Income shall be negative, 100% of
such negative amount) since the end of the last full fiscal quarter prior to
the Measurement Date through the last day of the last full fiscal quarter
ending at least 45 days prior to the date of such Restricted Payment and
(b) plus, in the case of any Revocation made after the Measurement Date, an
amount equal to the lesser of the portion (proportionate to the Company’s
equity interest in the Subsidiary to which such Revocation relates) of the Fair
Market Value of the net assets of such Subsidiary at the time of Revocation and
the amount of Investments previously made (and treated as a Restricted Payment)
by the Company or any Restricted Subsidiary in such Subsidiary; provided,
however, that the Company or a Restricted Subsidiary of the Company may,
without regard to the limitations in clause (3) but subject to clauses (1) and
(2), make (A) Restricted Payments in an aggregate amount not to exceed the sum
of $50,000,000 and the aggregate net cash proceeds received after the Measurement
Date (i) as capital contributions to the Company, from the issuance (other than
to a Subsidiary or an employee stock ownership plan or trust established by the
Company or any such Subsidiary for the benefit of their employees) of Capital
Stock (other than Disqualified Stock) of the Company, and (ii) from the
issuance or sale of Debt of the Company or any Restricted Subsidiary (other
than to a Subsidiary, the Company or an employee stock ownership plan or trust
established by the Company or any such Subsidiary for the benefit of their
employees) that after the Measurement Date has been converted into or exchanged
for Capital Stock (other than Disqualified Stock) of the Company and (B)
Investments in Persons engaged in the Telecommunications/IS Business in an
aggregate amount not to exceed the after-tax gain on the sale, after the Measurement
Date, of Special Assets to the extent sold for cash, Cash Equivalents,
Telecommunications/IS Assets or the assumption of Debt of the Company or any
Restricted Subsidiary (other than Debt that is subordinated to the Securities
or any applicable Restricted Subsidiary Guarantee) and release of the Company
and all Restricted Subsidiaries from all liability on the Debt assumed.  The aggregate net cash proceeds referred to
in the immediately preceding clauses (A)(i) and (A)(ii) shall not be utilized
to make Restricted Payments pursuant to such clauses to the extent such
proceeds have been utilized to make Permitted Investments under clause (i) of
the definition of “Permitted Investments.”


 


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(b)  Notwithstanding
the foregoing limitation, (i) the Company may pay any dividend on Capital Stock
of any class of the Company within 60 days after the declaration thereof
if, on the date when the dividend was declared, the Company could have paid
such dividend in accordance with the foregoing provisions; provided, however,
that at the time of such payment of such dividend, no other Event of Default
shall have occurred and be continuing (or result therefrom); (ii) the Company
may repurchase any shares of its Common Stock or options to acquire its Common
Stock from Persons who were formerly directors, officers or employees of the
Company or any of its Subsidiaries or other Affiliates in an amount not to
exceed $3,000,000 in any 12-month period; (iii) the Company and any Restricted
Subsidiary may refinance any Debt otherwise permitted by clause (viii) of
paragraph (b) of Section 1010 or clause (ix) of Section 1011; (iv)
the Company and any Restricted Subsidiary may retire or repurchase any Capital
Stock of the Company or of any Restricted Subsidiary or any Subordinated Debt
of the Company in exchange for, or out of the proceeds of the substantially concurrent
sale (other than to a Subsidiary of the Company or an employee stock ownership
plan or trust established by the Company or any such Subsidiary for the benefit
of their employees) of, Capital Stock (other than Disqualified Stock) of the
Company, provided that the proceeds from any such exchange or sale of
Capital Stock shall be excluded from any calculation pursuant to
clause (A)(i) in the proviso at the end of paragraph (a) above or pursuant
to clause (b) of the definition of “Invested Capital”; and (v) the Company
may pay cash dividends in any amount not in excess of $50,000,000 in any
12-month period in respect of Preferred Stock of the Company (other than
Disqualified Stock).  The Restricted
Payments described in the foregoing clauses (i), (ii) and (v) shall be included
in the calculation of Restricted Payments; the Restricted Payments described in
clauses (iii) and (iv) shall be excluded in the calculation of Restricted
Payments.


 


SECTION 1013.  Limitation on
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.


 


(a)  The
Company shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any consensual encumbrance or restriction (other than pursuant to law or
regulation) on the ability of any Restricted Subsidiary (i) to pay dividends
(in cash or otherwise) or make any other distributions in respect of its
Capital Stock owned by the Company or any other Restricted Subsidiary or pay
any Debt or other obligation owed to the Company or any other Restricted
Subsidiary, (ii) to make loans or advances to the Company or any other
Restricted Subsidiary or (iii) to transfer any of its Property to the
Company or any other Restricted Subsidiary.


 


(b)  Notwithstanding
the foregoing limitation, the Company may, and may permit any Restricted
Subsidiary to, create or otherwise cause or suffer to exist (i) any
encumbrance or restriction pursuant to any agreement in effect on the Measurement
Date, (ii) any customary (as conclusively determined in good faith by the Chief
Financial Officer of the Company) encumbrance or restriction applicable to a
Restricted Subsidiary that is contained in an agreement or instrument governing
or relating to Debt contained in any Credit Facilities or Purchase Money Debt, provided
that such encumbrances and 


 


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restrictions permit the distribution of funds
to the Company in an amount sufficient for the Company to make the timely
payment of interest, premium (if any) and principal (whether at stated
maturity, by way of a sinking fund applicable thereto, by way of any mandatory
redemption, defeasance, retirement or repurchase thereof, including upon the
occurrence of designated events or circumstances or by virtue of acceleration
upon an event of default, or by way of redemption or retirement at the option
of the holder of the Debt, including pursuant to offers to purchase) according
to the terms of this Indenture and the Securities and other Debt that is solely
an obligation of the Company, but provided further that such agreement
may nevertheless contain customary (as so determined) net worth, leverage,
invested capital and other financial covenants, customary (as so determined)
covenants regarding the merger of or sale of all or any substantial part of the
assets of the Company or any Restricted Subsidiary, customary (as so
determined) restrictions on transactions with affiliates and customary (as so
determined) subordination provisions governing Debt owed to the Company or any
Restricted Subsidiary, (iii) any encumbrance or restriction pursuant to an
agreement relating to any Acquired Debt, which encumbrance or restriction is
not applicable to any Person, or the properties or assets of any Person, other
than the Person so acquired, (iv) any encumbrance or restriction pursuant to an
agreement effecting a refinancing of Debt Incurred pursuant to an agreement
referred to in clause (i), (ii) or (iii) of this paragraph (b), provided,
however, that the provisions contained in such agreement relating to
such encumbrance or restriction are no more restrictive (as so determined) in
any material respect than the provisions contained in the agreement the subject
thereof, (v) in the case of clause (iii) of paragraph (a) above, any
encumbrance or restriction contained in any security agreement (including a
Capital Lease Obligation) securing Debt of the Company or a Restricted
Subsidiary otherwise permitted under this Indenture, but only to the extent such
restrictions restrict the transfer of the Property subject to such security
agreement, (vi) in the case of clause (iii) of paragraph (a) above, customary
provisions (A) that restrict the subletting, assignment or transfer of any
Property that is a lease, license, conveyance or similar contract,
(B) contained in asset sale or other asset disposition agreements limiting
the transfer of the Property being sold or disposed of pending the closing of
such sale or disposition or (C) arising or agreed to in the ordinary course of
business, not relating to any Debt, and that do not, individually or in the
aggregate, detract from the value of Property of the Company or any Restricted
Subsidiary in any manner material to the Company or any Restricted Subsidiary,
(vii) any encumbrance or restriction with respect to a Restricted Subsidiary
imposed pursuant to an agreement which has been entered into for the sale or
disposition of all or substantially all of the Capital Stock or Property of
such Restricted Subsidiary, provided that the consummation of such
transaction would not result in a Default or an Event of Default, that such
restriction terminates if such transaction is abandoned and that the
consummation or abandonment of such transaction occurs within one year of the
date such agreement was entered into and (viii) any encumbrance or restriction
pursuant to this Indenture and the Securities.


 


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SECTION 1014.  Limitation on
Liens.


 


The Company
shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, Incur or suffer to exist any Lien on or with respect to any
Property now owned or acquired after the Measurement Date to secure any Debt
without making, or causing such Restricted Subsidiary to make, effective
provision for securing the Securities (x) equally and ratably with such Debt as
to such Property for so long as such Debt will be so secured or (y) in the
event such Debt is Debt of the Company or a Guarantor which is subordinate in
right of payment to the Securities or the applicable Restricted Subsidiary
Guarantee, prior to such Debt as to such Property for so long as such Debt will
be so secured.


 


The foregoing
restrictions shall not apply to: 
(i) Liens existing on the Measurement Date and securing Debt
outstanding on the Measurement Date or Incurred by the Company or a Restricted
Subsidiary on or after the Measurement Date pursuant to any Credit Facility to
secure Debt permitted to be Incurred by the Company or such Restricted
Subsidiary pursuant to clause (ii) of paragraph (b) under Section 1010;
(ii) Liens securing Debt in an amount which, together with the aggregate amount
of Debt then outstanding or available under all Credit Facilities (together
with all refinancing Debt then outstanding or available pursuant to clause
(viii) of paragraph (b) of Section 1010 in respect of Debt previously
Incurred under Credit Facilities), does not exceed 1.5 times the Company’s
Consolidated Cash Flow Available for Fixed Charges for the four full fiscal quarters
preceding the Incurrence of such Lien for which the Company’s consolidated
financial statements are available, determined on a pro forma basis as if such
Debt had been Incurred and the proceeds thereof had been applied at the
beginning of such four fiscal quarters; (iii) Liens in favor of the Company or
any Restricted Subsidiary; provided, however, that any subsequent
issue or transfer of Capital Stock or other event that results in any such
Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent
transfer of the Debt secured by any such Lien (except to the Company or a
Restricted Subsidiary) shall be deemed, in each case, to constitute the
Incurrence of such Lien by the issuer thereof; (iv) Liens Incurred by the
Company or a Restricted Subsidiary to secure Purchase Money Debt permitted to
be Incurred by the Company or such Restricted Subsidiary pursuant to clause
(iii) of paragraph (b) under Section 1010, provided that any such
Lien may not extend to any Property other than the Telecommunications/IS Assets
installed, constructed, acquired, leased, developed or improved with the
proceeds of such Purchase Money Debt and any improvements or accessions thereto
(it being understood that all Debt to any single lender or group of related
lenders or outstanding under any single credit facility, and in any case
relating to the same group or collection of Telecommunications/IS Assets
financed thereby, shall be considered a single Purchase Money Debt, whether
drawn at one time or from time to time); (v) Liens to secure Acquired Debt, provided
that (a) such Lien attaches to the acquired Property prior to the time of the
acquisition of such Property and (b) such Lien does not extend to or cover any
other Property; (vi) Liens to secure Debt Incurred to refinance, in whole or in
part, Debt secured by any Lien referred to in the foregoing clauses (i), (iv)
and (v) or this clause (vi) so long as such Lien does not extend to any other
Property (other than improvements and accessions to the original Property)


 


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 and the principal amount of Debt so secured is
not increased except as otherwise permitted under clause (viii) of paragraph
(b) of Section 1010 or clause (ix) of Section 1011; (vii) Liens not otherwise
permitted by the foregoing clauses (i) through (vi) securing Debt in an
aggregate amount not to exceed 5% of the Company’s Consolidated Tangible
Assets; (viii) Liens granted after the Issue Date pursuant to this
Section 1014 to secure the Securities; and (ix) Permitted Liens.


 


SECTION 1015.  Limitation on
Sale and Leaseback Transactions.


 


The Company
shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, enter into, assume, Guarantee or otherwise become liable with respect
to any Sale and Leaseback Transaction, unless (i) the Company or such
Restricted Subsidiary would be entitled to Incur (a) Debt in an amount equal to
the Attributable Value of the Sale and Leaseback Transaction pursuant to
Section 1010 and (b) a Lien pursuant to Section 1014, equal in amount
to the Attributable Value of the Sale and Leaseback Transaction, without also
securing the Securities, and (ii) the Sale and Leaseback Transaction is treated
as an Asset Disposition and all of the conditions of Section 1016
(including the provisions concerning the application of Net Available Proceeds)
are satisfied with respect to such Sale and Leaseback Transaction, treating all
of the consideration received in such Sale and Leaseback Transaction as Net Available
Proceeds for purposes of such Section 1015.


 


SECTION 1016.  Limitation on
Asset Dispositions.


 


The Company
shall not, and shall not permit any Restricted Subsidiary to, make any Asset
Disposition unless: (i) the Company or the Restricted Subsidiary, as the case
may be, receives consideration for such disposition at least equal to the Fair
Market Value for the Property sold or disposed of as determined by the Board of
Directors in good faith and evidenced by a Board Resolution filed with the
Trustee; and (ii) at least 75% of the consideration for such disposition
consists of cash or Cash Equivalents or the assumption of Debt of the Company
or any Restricted Subsidiary (other than Debt that is subordinated to the
Securities or any applicable Restricted Subsidiary Guarantee) and release of
the Company and all Restricted Subsidiaries from all liability on the Debt
assumed (or if less than 75%, the remainder of such consideration consists of
Telecommunications/IS Assets); provided, however, that, to the
extent such disposition involves Special Assets, all or any portion of the
consideration may, at the Company’s election, consist of Property other than
cash, Cash Equivalents, the assumption of Debt or Telecommunications/IS Assets.


 


The Net
Available Proceeds (or any portion thereof) from Asset Dispositions may be
applied by the Company or a Restricted Subsidiary, to the extent the Company or
such Restricted Subsidiary elects (or is required by the terms of any Debt):
(1) to the permanent repayment or reduction of Debt then outstanding under any
Credit Facility, to the extent such Credit Facility would require such
application or prohibit payments pursuant to the Offer to Purchase described in
the following paragraph (other than Debt owed to the Company or any Affiliate
of the Company); or (2) to reinvest in Telecommunications/IS Assets (including
by means of an Investment in 


 


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Telecommunications/IS
Assets by a Restricted Subsidiary with Net Available Proceeds received by the
Company or another Restricted Subsidiary).


 


Any Net
Available Proceeds from an Asset Disposition not applied in accordance with the
preceding paragraph within 360 days (or, in the case of a disposition of
Special Assets identified in clause (a) of the definition thereof in which the
Net Available Proceeds exceed $500,000,000, 540 days) from the date of the
receipt of such Net Available Proceeds shall constitute “Excess Proceeds.”  When the aggregate amount of Excess Proceeds
exceeds $10,000,000, the Company will be required to make an Offer to Purchase
with such Excess Proceeds on a pro rata basis according to principal amount
(or, in the case of Debt issued at a discount, the then-Accreted Value) for (x)
Outstanding Securities at a price in cash equal to 100% of the principal amount
of the Securities on the purchase date plus accrued and unpaid interest (if
any) thereon (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date) and (y) any
other Debt of the Company or any Guarantor that is pari  passu
with the Securities, or any Debt of a Restricted Subsidiary that is not a
Guarantor, at a price no greater than 100% of the principal amount thereof plus
accrued and unpaid interest (if any) to the purchase date (or 100% of the
then-Accreted Value plus accrued and unpaid interest (if any) to the purchase
date in the case of original issue discount Debt), to the extent, in the case
of this clause (y), required under the terms thereof (other than Debt owed to
the Company or any Affiliate of the Company). 
To the extent there are any remaining Excess Proceeds following the
completion of the Offer to Purchase, the Company shall apply such Excess Proceeds
to the repayment of other Debt of the Company or any Restricted Subsidiary, to
the extent permitted or required under the terms thereof.  Any other remaining Excess Proceeds may be
applied to any use as determined by the Company which is not otherwise
prohibited by this Indenture, and the amount of Excess Proceeds shall be reset
to zero.


 


The Company
and the Trustee shall perform their respective obligations for the Offer to
Purchase as specified in the Offer. 
Prior to the Purchase Date, the Company shall (i) accept for
payment Securities or portions thereof tendered pursuant to the Offer,
(ii) irrevocably deposit with the Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) money sufficient to pay the Purchase Price of all Securities
or portions thereof so accepted (provided that such deposit may be made no
later than 11:00 A.M. New York City time on the Purchase Date if the
Company elects) and (iii) deliver or cause to be delivered to the Trustee
all Securities so accepted together with an Officers’ Certificate stating the
Securities or portions thereof accepted for payment by the Company.  The Paying Agent shall promptly mail or
deliver to Holders of Securities so accepted payment in an amount equal to the
Purchase Price, and the Trustee shall promptly authenticate and mail or deliver
to such Holders a new Security or Securities equal in principal amount to any
unpurchased portion of the Security surrendered as requested by the Holder.  Any Security not accepted for payment shall
be promptly mailed or delivered by the Company to the Holder thereof.  In the event that the aggregate Purchase
Price is less than the amount delivered by the Company to the Trustee or the
Paying 


 


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Agent, the
Trustee or the Paying Agent, as the case may be, shall deliver the excess to
the Company immediately after the Purchase Date.


 


Not later than
the date upon which written notice of an Offer to Purchase is delivered to the
Trustee, the Company shall deliver to the Trustee an Officers’ Certificate as
to (i) the amount of the Offer, (ii) the allocation of the Net Available
Proceeds from the Asset Disposition pursuant to which such Offer is being made
and (iii) the compliance of such allocation with the provisions of this
Section 1016.


 


In the event
that the Company makes an Offer to Purchase the Securities, the Company shall
comply with any applicable securities laws and regulations, including any
applicable requirements of Section 14(e) of, and Rule 14e-1 under, the
Exchange Act.  To the extent that the
provisions of any securities laws or regulations conflict with provisions of
this Section, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section by virtue thereof.


 


SECTION 1017.  Limitation on
Issuance and Sales of Capital Stock of Restricted Subsidiaries.


 


The Company
shall not, and shall not permit any Restricted Subsidiary to, issue, transfer, convey,
sell or otherwise dispose of any shares of Capital Stock of a Restricted
Subsidiary or securities convertible or exchangeable into, or options,
warrants, rights or any other interest with respect to, Capital Stock of a
Restricted Subsidiary to any Person other than the Company or a Restricted
Subsidiary except (i) a sale of all of the Capital Stock of such Restricted
Subsidiary owned by the Company and any Restricted Subsidiary that complies
with the provisions of Section 1016 to the extent such provisions apply,
(ii) in a transaction that results in such Restricted Subsidiary becoming a
Joint Venture, provided (x) such transaction complies with the
provisions of Section 1016 to the extent such provisions apply and (y) the
remaining interest of the Company or any other Restricted Subsidiary in such
Joint Venture would have been permitted as a new Restricted Payment or
Permitted Investment under the provisions of Section 1012, (iii) the
issuance, transfer, conveyance, sale or other disposition of shares of such
Restricted Subsidiary so long as after giving effect to such transaction such
Restricted Subsidiary remains a Restricted Subsidiary and such transaction
complies with the provisions of Section 1016 to the extent such provisions
apply, (iv) the transfer, conveyance, sale or other disposition of shares
required by applicable law or regulation, (v) if required, the issuance,
transfer, conveyance, sale or other disposition of directors’ qualifying
shares, (vi) Disqualified Stock issued in exchange for, or upon conversion
of, or the proceeds of the issuance of which are used to refinance, shares of
Disqualified Stock of such Restricted Subsidiary, provided that the
amounts of the redemption obligations of such Disqualified Stock shall not
exceed the amounts of the redemption obligations of, and such Disqualified
Stock shall have redemption obligations no earlier than those required by, the
Disqualified Stock being exchanged, converted or refinanced, (vii) in a
transaction where the Company or a Restricted Subsidiary acquires at the same
time not less than its Proportionate Interest in such issuance of Capital
Stock, (viii) 


 


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Capital Stock
issued and outstanding on the Measurement Date, (ix) Capital Stock of a
Restricted Subsidiary issued and outstanding prior to the time that such Person
becomes a Restricted Subsidiary so long as such Capital Stock was not issued in
contemplation of such Person’s becoming a Restricted Subsidiary or otherwise
being acquired by the Company and (x) an issuance of Preferred Stock of a
Restricted Subsidiary (other than Preferred Stock convertible or exchangeable
into Common Stock of any Restricted Subsidiary) otherwise permitted by this
Indenture.  In the event of (a) the
consummation of a transaction referred to in any of the foregoing clauses that
results in a Guarantor no longer being a Restricted Subsidiary and (b) the
execution and delivery of a supplemental indenture providing for such release
in form satisfactory to the Trustee, any such Guarantor shall be released from
all its obligations under its Restricted Subsidiary Guarantee.


 


SECTION 1018.  Transactions
with Affiliates.


 


The Company
shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, sell, lease, transfer, or otherwise dispose of any of its
Property to, or purchase any Property from, or enter into any contract,
agreement, understanding, loan, advance, Guarantee or transaction (including
the rendering of services) with or for the benefit of, any Affiliate (each of
the foregoing, an “Affiliate Transaction”), unless (a) such Affiliate
Transaction or series of Affiliate Transactions is (i) in the best interest of
the Company or such Restricted Subsidiary and (ii) on terms that are no less
favorable to the Company or such Restricted Subsidiary than those that would
have been obtained in a comparable arm’s-length transaction by the Company or
such Restricted Subsidiary with a Person that is not an Affiliate (or, in the
event that there are no comparable transactions involving Persons who are not
Affiliates of the Company or the relevant Restricted Subsidiary to apply for
comparative purposes, is otherwise on terms that, taken as a whole, the Company
has determined to be fair to the Company or the relevant Restricted Subsidiary)
and (b) the Company delivers to the Trustee (i) with respect to any Affiliate
Transaction or series of Affiliate Transactions involving aggregate payments in
excess of $10,000,000 but less than $15,000,000, a certificate of the chief
executive, operating or financial officer of the Company evidencing such
officer’s determination that such Affiliate Transaction or series of Affiliate
Transactions complies with clause (a) above and (ii) with respect to any
Affiliate Transaction or series of Affiliate Transactions involving aggregate
payments equal to or in excess of $15,000,000, a Board Resolution certifying
that such Affiliate Transaction or series of Affiliate Transactions complies
with clause (a) above and that such Affiliate Transaction or series of
Affiliate Transactions has been approved by the Board of Directors, including a
majority of the disinterested members of the Board of Directors, provided
that, in the event that there shall not be at least two disinterested members
of the Board of Directors with respect to the Affiliate Transaction, the
Company shall, in addition to such Board Resolution, file with the Trustee a
written opinion from an investment banking firm of national standing in the
United States which, in the good faith judgment of the Board of Directors, is
independent with respect to the Company and its Affiliates and qualified to
perform such task, which opinion shall be to the effect that the consideration
to be paid or received in connection 


 


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with such
Affiliate Transaction is fair, from a financial point of view, to the Company
or such Restricted Subsidiary.


 


Notwithstanding
the foregoing, the following shall not be deemed Affiliate Transactions:
 (i) any employment agreement entered into by the Company or any of its
Restricted Subsidiaries in the ordinary course of business and consistent with
industry practice; (ii) any agreement or arrangement with respect to the
compensation of a director or officer of the Company or any Restricted
Subsidiary approved by a majority of the disinterested members of the Board of
Directors and consistent with industry practice; (iii) transactions between or
among the Company and its Restricted Subsidiaries, provided that no more
than 5% of the Voting Stock (on a fully diluted basis) of any such Restricted
Subsidiary is owned by an Affiliate of the Company (other than a Restricted
Subsidiary); (iv) Restricted Payments and Permitted Investments permitted
by Section 1012 (other than Investments in Affiliates that are not the
Company or Restricted Subsidiaries); (v) transactions pursuant to the
terms of any agreement or arrangement as in effect on the Measurement Date; and
(vi) transactions with respect to wireline or wireless transmission
capacity, the lease or sharing or other use of cable or fiber optic lines,
equipment, rights-of-way or other access rights, between the Company (or any
Restricted Subsidiary) and any other Person, provided that, in the case
of this clause (vi), such transaction complies with clause (a) in the
immediately preceding paragraph.


 


SECTION 1019.  Limitation on
Designations of Unrestricted Subsidiaries.


 


The Company
shall not designate any Subsidiary of the Company (other than a newly created
Subsidiary in which no Investment has previously been made) as an “Unrestricted
Subsidiary” under this Indenture (a “Designation”) unless:


 


(a) no Default or Event of Default shall have occurred and be
continuing at the time of or after giving effect to such Designation;


 


(b) immediately after giving effect to such Designation, the Company
would be able to Incur $1.00 of Debt under paragraph (a) of Section 1010;
and


 


(c) the Company would not be prohibited under any provision of this
Indenture from making an Investment at the time of Designation (assuming the
effectiveness of such Designation) in an amount (the “Designation Amount”)
equal to the portion (proportionate to the Company’s equity interest in such
Restricted Subsidiary) of the Fair Market Value of the net assets of such
Restricted Subsidiary on such date.


 


In the event
of any such Designation, the Company shall be deemed to have made an Investment
constituting a Restricted Payment pursuant to Section 1012 for all
purposes of this Indenture in the Designation Amount; provided, however,
that, upon a Revocation of any such Designation of a Subsidiary, the Company
shall be deemed to continue to have a permanent “Investment” in an Unrestricted
Subsidiary of an amount (if positive) equal to (i) the Company’s “Investment”
in such Subsidiary at the time of such Revocation less (ii) the portion
(proportionate to the Company’s equity interest in 


 


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such
Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at
the time of such Revocation.  At the time
of any Designation of any Subsidiary as an Unrestricted Subsidiary, such
Subsidiary shall not own any Capital Stock of the Company or any Restricted Subsidiary.  In addition, neither the Company nor any
Restricted Subsidiary shall at any time (x) provide credit support for, or a
Guarantee of, any Debt of any Unrestricted Subsidiary (including any
undertaking, agreement or instrument evidencing such Debt); provided
that the Company or a Restricted Subsidiary may pledge Capital Stock or Debt of
any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no
claim whatsoever against the Company other than to obtain such pledged Capital
Stock or Debt, (y) be directly or indirectly liable for any Debt of any
Unrestricted Subsidiary or (z) be directly or indirectly liable for any Debt
which provides that the holder thereof may (upon notice, lapse of time or both)
declare a default thereon or cause the payment thereof to be accelerated or
payable prior to its final scheduled maturity upon the occurrence of a default
with respect to any Debt, Lien or other obligation of any Unrestricted
Subsidiary (including any right to take enforcement action against such
Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent
permitted under Sections 1012 and 1018.


 


Unless
Designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary
of the Company will be classified as a Restricted Subsidiary; provided, however,
that such Subsidiary shall not be designated as a Restricted Subsidiary and
shall be automatically classified as an Unrestricted Subsidiary if either of
the requirements set forth in clauses (a) and (b) of the immediately following
paragraph will not be satisfied immediately following such classification.  Except as provided in the first sentence of
this Section 1019, no Restricted Subsidiary may be redesignated as an
Unrestricted Subsidiary.


 


A Designation
may be revoked (a “Revocation”) by a Board Resolution delivered to the Trustee,
provided that the Company will not make any Revocation unless:


 


(a) no Default or Event of Default shall have
occurred and be continuing at the time of and after giving effect to such
Revocation; and


 


(b) all Liens and Debt of such Unrestricted
Subsidiary outstanding immediately following such Revocation would, if Incurred
at such time, have been permitted to be Incurred at such time for all purposes
of this Indenture.


 


All
Designations and Revocations must be evidenced by Board Resolutions delivered
to the Trustee (i) certifying compliance with the foregoing provisions and (ii)
giving the effective date of such Designation or Revocation, such delivery to
the Trustee to occur within 45 days after the end of the fiscal quarter of
the Company in which such Designation or Revocation is made (or, in the case of
a Designation or Revocation made during the last fiscal quarter of the Company’s
fiscal year, within 90 days after the end of such fiscal year).  Upon Designation of a Restricted Subsidiary
as an Unrestricted Subsidiary in compliance with this Section 1019, such
Restricted Subsidiary shall, by delivery of a supplemental indenture providing
for such release in form satisfactory to the 


 


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Trustee, be
released from any Restricted Subsidiary Guarantee previously made by such
Subsidiary.


 


SECTION 1020.  Special
Interest Notice.


 


In the event
that the Company is required to pay Special Interest to Holders pursuant to a
Registration Agreement, the Company will provide written notice (“Special
Interest Notice”) to the Trustee of its obligation to pay Special Interest no
later than fifteen days prior to the proposed payment date for the Special
Interest, and the Special Interest Notice shall set forth the amount of Special
Interest to be paid by the Company on such payment date. The Trustee shall not
at any time be under any duty or responsibility to any Holders to determine the
Special Interest, or with respect to the nature, extent, or calculation of the
amount of Special Interest owed, or with respect to the method employed in such
calculation of the Special Interest.


 


ARTICLE ELEVEN


 


REDEMPTION OF SECURITIES


 


SECTION 1101.  Right of
Redemption.


 


The Securities
will be subject to redemption at the option of the Company, in whole or in
part, at any time or from time to time, upon not less than 30 nor more than
60 days’ prior notice, on the terms and at the redemption prices
(expressed as percentages of principal amount) set forth in the second paragraph
on the reverse of the form of Security, plus accrued and unpaid interest
thereon (if any) to the Redemption Date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date).


 


SECTION 1102.  Applicability
of Article.


 


This Article
shall govern any redemption of the Securities pursuant to Section 1101.


 


SECTION 1103.  Election to
Redeem; Notice to Trustee.


 


The election
of the Company to redeem any Securities pursuant to Section 1101 shall be
evidenced by a Board Resolution.  The
Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date and of the principal amount of Securities
to be redeemed and shall deliver to the Trustee such documentation and records
as shall enable the Trustee to select the Securities to be redeemed pursuant to
Section 1104.  Such notice shall be
accompanied by an Officers’ Certificate and an Opinion of Counsel from the
Company to the effect that such redemption will comply with the conditions
herein.


 


91























 


SECTION
1104.  Selection by Trustee of
Securities to Be Redeemed.


 


If less than all the Securities are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities not previously called for redemption, in compliance with the
requirements of the principal national securities exchange, if any, on which
the Securities are listed, or, if the Securities are not so listed, on a pro
rata basis, by lot or by such other method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
of the principal of Securities; provided, however, that no such
partial redemption shall reduce the portion of the principal amount of a
Security not redeemed to less than $1,000.


 


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


 


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


 


SECTION
1105.  Notice of Redemption.


 


Notice of redemption shall be given in the
manner provided for in Section 106 not less than 30 nor more than
60 days prior to the Redemption Date, to each Holder of Securities to be
redeemed.


Each notice of redemption shall state:


 


(1) the
Redemption Date and the CUSIP number of the Securities,


 


(2) the
Redemption Price and the amount of accrued interest to the Redemption Date
payable as provided in Section 1107, if any,


 


(3) if less
than all Outstanding Securities are to be redeemed, the identification (and, in
the case of a partial redemption, the principal amounts) of the particular
Securities to be redeemed,


 


(4) in case
any Security is to be redeemed in part only, that on and after the Redemption
Date, upon surrender of such Security, the Holder will receive, without charge,
a new Security or Securities of authorized denominations for the principal
amount thereof remaining unredeemed,


 


(5) that on the
Redemption Date the Redemption Price (and unpaid and accrued interest, if any,
to the Redemption Date payable as provided in Section 1107) will become
due and payable upon each such Security, or the portion thereof, to be
redeemed, and that, unless the Company defaults in making 


 


92





















 


such
redemption payment or the Trustee or the Paying Agent is prohibited from making
such payment, interest thereon will cease to accrue on and after said date, and


 


(6) the place
or places where such Securities are to be presented and surrendered for payment
of the Redemption Price and accrued interest, if any.


 


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


 


SECTION
1106.  Deposit of Redemption Price.


 


On or prior to any Redemption Date (and if on
any Redemption Date, before 11:00 A.M. New York City time, on such date), the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the
Redemption Price of, and unpaid and accrued interest (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date) on, all the Securities which are to be redeemed
on that date.


 


SECTION
1107.  Securities Payable on Redemption
Date.


 


Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified (together with
unpaid and accrued interest, if any, to the Redemption Date), and from and
after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest or the Trustee or the Paying Agent shall
be prohibited from making such payment) such Securities shall cease to bear interest.  Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with unpaid and accrued interest, if
any, to the Redemption Date; provided, however, that installments
of interest whose Stated Maturity is on or prior to the Redemption Date shall
be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.


 


If any Security called for redemption shall
not be so paid upon surrender thereof for redemption, the principal (and
premium, if any) shall, until paid, bear interest from the Redemption Date at
the rate borne by the Securities.


 


SECTION
1108.  Securities Redeemed in Part.


 


Any Security which is to be redeemed only in
part shall be surrendered at the office or agency of the Company maintained for
such purpose pursuant to Section 1002 (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed 


 


93





















 


by, the Holder thereof or such
Holder’s attorney duly authorized in writing), and the Company shall execute,
and the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the Security
so surrendered. 


 


ARTICLE TWELVE


 


DEFEASANCE AND
COVENANT DEFEASANCE


 


SECTION
1201.  Company’s Option to Effect
Defeasance or Covenant Defeasance.


 


The Company may, at its option by Board
Resolution, at any time, with respect to the Securities, elect to have either
Section 1202 or Section 1203 be applied to all Outstanding Securities
upon compliance with the conditions set forth below in this Article Twelve.


 


SECTION
1202.  Defeasance and Discharge.


 


Upon the Company’s exercise under
Section 1201 of the option applicable to this Section 1202, the
Company shall be deemed to have been discharged from its obligations with
respect to all Outstanding Securities on the date the conditions set forth in
Section 1204 are satisfied (hereinafter, “defeasance”).  For this purpose, such defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities, which shall thereafter be deemed to
be “Outstanding” only for the purposes of Section 1205 and the other
Sections of this Indenture referred to in clauses (A) and (B) below, and to
have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (A) the Company’s obligations with respect to such
Securities under Sections 304, 305, 306, 1002 and 1003 and the Company’s rights
under Section 1101, (B) rights of Holders to receive payment of principal
of, premium, if any, and interest on such Securities (but not the Purchase
Price referred to under Section 1009 or 1016) and any rights of the
Holders with respect to such amounts, (C) the rights, obligations and
immunities of the Trustee under the Indenture and (D) this Article Twelve.  Subject to compliance with this Article
Twelve, the Company may exercise its option under this Section 1202
notwithstanding the prior exercise of its option under Section 1203 with
respect to the Securities.  If the
Company exercises its option under this Section 1202, each Guarantor, if
any, shall be released from all its obligations under its Restricted Subsidiary
Guarantee.


 


94





















 


SECTION
1203.  Covenant Defeasance.


 


Upon the Company’s exercise under
Section 1201 of the option applicable to this Section 1203, the
Company shall be released from its obligations under any covenant contained in
Sections 801(3), (4) and (5), in Sections 803, 1005, 1006 and 1007 and
Sections 1009 through 1019 and from the operation of Sections 501(6), (7), (8),
(9) and (10) (but, in the case of Sections 501(9) and (10), with respect only
to Significant Subsidiaries), with respect to the Outstanding Securities on and
after the date the conditions set forth below are satisfied (hereinafter, “covenant
defeasance”), and the Securities shall thereafter be deemed not to be “Outstanding”
for the purposes of any direction, waiver, consent, declaration or other Act of
Holders (and the consequences of any thereof) in connection with such provisions,
but shall continue to be deemed “Outstanding” for all other purposes
hereunder.  For this purpose, such
covenant defeasance means that, with respect to the Outstanding Securities, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such provision, whether directly
or indirectly, by reason of any reference elsewhere herein to any such
provision or by reason of any reference in any such provision to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 501(3), (4),
(5), (6), (7), (8), (9) or (10) (but, in the case of Section 501(9) or
(10), with respect only to Significant Subsidiaries) but, except as specified
above, the remainder of this Indenture and such Securities shall be unaffected
thereby.  If the Company exercises its
option under this Section 1203, each Guarantor, if any, shall be released
from all its obligations under its Restricted Subsidiary Guarantee.


 


SECTION
1204.  Conditions to Defeasance or
Covenant Defeasance.


 


The following shall be the conditions to
application of either Section 1202 or Section 1203 to the Outstanding
Securities:


 


(1) The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 608 who
shall agree to comply with the provisions of this Article Twelve applicable to
it) as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities, at any time prior to the Maturity of the
Securities: (A) money in an amount, or (B) Government Securities which through
the payment of interest and principal will provide, not later than one day
before the due date of payment in respect of the Securities, money in an
amount, or (C) a combination thereof, sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge
the principal of (and premium, if any, on) and interest on, the Outstanding
Securities on the Stated Maturity (or Redemption Date, if applicable) of such
principal (and premium, if any) or installment of interest; provided
that the Trustee (or such other trustee) shall have been irrevocably instructed
in writing to apply such money or the proceeds of 


 


95





















 


such
Government Securities to said payments with respect to the Securities.  Before such a deposit, the Company may give
to the Trustee, in accordance with Section 1103, a notice of its election
to redeem all of the Outstanding Securities at a future date in accordance with
Article Eleven, which notice shall be irrevocable.  Such irrevocable redemption notice, if given,
shall be given effect in applying the foregoing.


 


(2) No Default
or Event of Default with respect to the Securities shall have occurred and be
continuing on the date of such deposit or, insofar as paragraphs (9) and (10)
of Section 501 are concerned with respect to the Company, at any time
during the period ending on the 123rd day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until the
expiration of such period).


 


(3) Such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a default under, this Indenture or any other agreement or
instrument to which the Company is a party or by which it is bound.


 


(4) In the
case of an election under Section 1202, the Company shall have delivered
to the Trustee an Opinion of Counsel stating that (x) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling, or
(y) 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 shall confirm that, the Holders of the Outstanding Securities will
not recognize income, gain or loss for federal income tax purposes as a result
of such 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 defeasance had not occurred.


 


(5) In the
case of an election under Section 1203, the Company shall have delivered
to the Trustee an Opinion of Counsel to the effect that the Holders of the
Outstanding Securities will not recognize income, gain or loss for federal
income tax purposes as a result of such covenant 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 covenant defeasance had not occurred.


 


(6) The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for
relating to either the defeasance under Section 1202 or the covenant
defeasance under Section 1203 (as the case may be) have been complied
with.


 


(7) The
Company shall have delivered to the Trustee an Opinion of Counsel acceptable to
the Trustee to the effect that such defeasance will not result in the trust
relating thereto or the Trustee being subject to regulation under the
Investment Company Act of 1940.


 


96





















 


SECTION
1205.  Deposited Money and Government
Securities to Be Held in Trust; Other Miscellaneous Provisions.


 


Subject to the provisions of the last
paragraph of Section 1003, all money and Government Securities (including
the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 1205, the “Trustee”) pursuant to
Section 1204 in respect of the Outstanding Securities shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law or to the extent the Company acts as its own Paying Agent.


 


The Company shall pay and indemnify the
Trustee and (if applicable) its officers, directors, employees and agents
against any tax, fee or other charge imposed on or assessed against the
Government Securities deposited pursuant to Section 1204 or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the Outstanding
Securities.


 


Anything in this Article Twelve to the
contrary notwithstanding, the Trustee shall deliver or pay to the Company from
time to time upon Company Request any money or Government Securities held by it
as provided in Section 1204 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited to effect an equivalent defeasance or
covenant defeasance, as applicable, in accordance with this Article Twelve.


 


SECTION
1206.  Reinstatement.


 


If the Trustee or any Paying Agent is unable
to apply any money in accordance with Section 401 or 1205 by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the Company’s and any Guarantor’s
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to Section 401, 1202
or 1203, as the case may be, until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance therewith; provided, however,
that if the Company or any Guarantor makes any payment of principal of,
premium, if any, or interest on any Security following the reinstatement of its
obligations, the Company or such Guarantor shall be subrogated to the rights of
the Holders of such Securities to receive such payment from the money held by
the Trustee or Paying Agent.


 


97





















 


IN WITNESS WHEREOF, the parties hereto have
caused this Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.


 


	
   

  	
  LEVEL 3
  COMMUNICATIONS, INC.,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas C. Stortz

  
	
   

  	
   

  	
  Name: Thomas C. Stortz

  
	
   

  	
   

  	
  Title: Executive Vice President,

  
	
   

  	
   

  	
  Chief Legal Officer & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stacey B. Poindexter

  
	
   

  	
   

  	
  Name: Stacey B. Poindexter

  
	
   

  	
   

  	
  Title: Assistant Vice President

  
						



 


98





















 


EXHIBIT A


 


Form of Face
of Security


 


[If a Global Security, then insert:]  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY.  THIS SECURITY IS NOT EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS
NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY
TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


[If a Global Security, then insert:]  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO THE COMPANY 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.


 


[Private
Placement Legend]


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE SECURITIES LAW.  THE HOLDER
HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND
ANNIVERSARY OF THE ISSUANCE HEREOF OR (Y) AT ANY TIME BY ANY TRANSFEROR
THAT WAS AN AFFILIATE OF THE COMPANY DURING THE THREE MONTHS PRECEDING THE DATE
OF SUCH OFFER, RESALE, PLEDGE OR OTHER TRANSFER, IN EITHER CASE, OTHER THAN
(1) THE COMPANY (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A
PERSON WHOM THE TRANSFEROR 


 





















 


REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN
EACH CASE, TO WHOM NOTICE IS GIVEN THAT THE OFFER, RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX
CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS
SECURITY), (4) TO NON—U.S. PERSONS IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT (AS
INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER
ON THE REVERSE OF THIS SECURITY), (5) TO AN “ACCREDITED INVESTOR” WITHIN
THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE
CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), THAT IS AN
INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING SECURITY FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR OR (6) IN ANY
OTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT,
IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND SUBJECT TO THE
TRUSTEE OR THE ISSUER RECEIVING SUCH CERTIFICATES, LEGAL OPINIONS AND OTHER
INSTRUMENTS, IN THE CASE OF TRANSFERS PURSUANT TO CLAUSES (3), (4), (5) OR
(6), AS MAY BE REQUIRED BY THE INDENTURE.


 


[If a Physical Security, then insert:]  IN CONNECTION WITH ANY TRANSFER, THE HOLDER
WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE
TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


A-4





















 


LEVEL 3
COMMUNICATIONS, INC.


 


11.50% Senior
Note Due 2010


 


CUSIP No.


 


	
  No.

  	
   

  	
  [up to] $

  



 


Level 3 Communications, Inc., a Delaware
corporation (herein called the “Company”, which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to                        ,
or registered assigns, the principal sum of [if a Global Security, then insert:
up to]                      
Dollars [if a Global Security, then insert: 
(the outstanding principal amount of which shall be reflected in the
attached Schedule of Increases or Decreases in Global Security and the records
of the Trustee) on March 1, 2010, at the office or agency of the Company
referred to below, and to pay interest thereon, in cash in arrears semiannually
on March 1 and September 1 in each year, commencing on [September 1,
200  /March 1, 200  ], accruing from [January 13,
2006/            ,
200  ] or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, at the rate of 11.50% per annum,
until the principal hereof is paid or duly provided for.  The Company shall pay interest on overdue
principal at the rate borne by the Securities, and it shall pay interest on
overdue installments of interest at the same rate to the extent lawful.


 


[Delete this paragraph if a Security that is
not entitled to the benefits of a Registration Agreement.]  The Holder of this Security is entitled to
the benefits (including certain additional interest provided for thereunder,
“Special Interest”) of a Registration Agreement, dated as of [            ],
between the Company and the Trustee named therein.


 


The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the February 15 or August 15
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.  Any such interest
not so punctually paid or duly provided for shall forthwith cease to be payable
to the Holder on such Regular Record Date, and such defaulted interest, and (to
the extent lawful) interest on such defaulted interest at the rate borne by the
Securities, may be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or may be paid at any time
in any other lawful manner, all as more fully provided in said Indenture.  Payment of the principal of (and premium, if
any) and interest on this Security will be made at the office or agency of the
Company maintained for that purpose in The City of New York, or at such other
office or agency of the Company as may be maintained for such purpose, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however,
that payment of interest may be made at the option of 


 


A-5





















 


the Company by check mailed to
the address of the Person entitled thereto as such address shall appear on the
Security Register.


 


Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this
place.


 


Unless the certificate of authentication
hereon has been duly executed by the Trustee referred to on the reverse hereof
by manual signature, this Security shall not be entitled to any benefit under
the Indenture, or be valid or obligatory for any purpose.


 


A-6





















 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed under its corporate seal.


 


 


	
  Dated:

  	
   

  	
   

  	
  LEVEL 3 COMMUNICATIONS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest: 

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-7





















 


Form of Reverse of Security


 


This Security is one of a duly authorized
issue of securities of the Company designated as its 11.50% Senior Notes Due 2010
(herein called the “Securities”), issued under an indenture (herein called the “Indenture”)
dated as of January 13, 2006 between the Company and The Bank of New York,
as trustee (herein called the “Trustee”, which term includes any successor
trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties, obligations and immunities thereunder of
the Company, the Trustee and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered.


 


The Securities are subject to redemption at
the option of the Company, in whole or in part, at any time or from time to
time on or after March 1, 2009, upon not less than 30 nor more than
60 days’ prior notice, at 100% of the principal amount, plus accrued and
unpaid interest thereon (if any) to the redemption date.


 


Upon the occurrence of a Change of Control
Triggering Event, the Holder of this Security may require the Company, subject
to certain limitations provided in the Indenture, to repurchase this Security
at a purchase price in cash in an amount equal to 101% of the principal amount
thereof, plus accrued and unpaid interest (if any) to the purchase date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date).


 


In the case of any redemption of Securities,
interest installments whose Stated Maturity is on or prior to the Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Date referred to on the face hereof. 
Securities (or portions thereof) for whose redemption and payment
provision is made in accordance with the Indenture shall cease to bear interest
from and after the Redemption Date.


 


In the event of redemption of this Security
in part only, a new Security or Securities for the unredeemed portion hereof
shall be issued in the name of the Holder hereof upon the cancellation hereof.


 


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 Company 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
Guarantors, if any, will unconditionally guarantee such obligations on a senior
unsecured basis pursuant to the terms of the Indenture.


 


If an Event of Default shall occur and be
continuing, the principal of all the Securities may be declared due and payable
in the manner and with the effect provided in the Indenture.


 


A-8





















 


The Indenture contains provisions for
defeasance at any time of (a) the entire indebtedness of the Company on this
Security and (b) certain restrictive covenants and Defaults and Events of
Default, upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Security.


 


The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders under
the Indenture at any time by the Company and the Trustee with the consent of
the Holders of a majority in aggregate principal amount of the Securities at
the time Outstanding.  The Indenture also
contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities at the time Outstanding, on behalf
of the Holders of all the Securities, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. 
Without the consent of any Holder of Securities, the Company and the
Trustee may amend or modify the Indenture for certain purposes specified
therein, including the release of Guarantors, if any, from Restricted
Subsidiary Guarantees as provided by the terms of the Indenture.  Any such consent or waiver by or on behalf of
the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such consent or waiver is made upon this Security.


 


No reference herein to the Indenture and no
provision of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this Security at the times,
place and rate, and in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Security is
registerable on the Security Register of the Company, upon surrender of this
Security for registration of transfer at the office or agency of the Company
maintained for such purpose in The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities,
of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.  The Securities are issuable only in
registered form without coupons in denominations of $1,000 and any integral
multiple thereof.  As provided in the
Indenture and subject to certain limitations therein set forth, the Securities
are exchangeable for a like aggregate principal amount of Securities of a
different authorized denomination, as requested by the Holder surrendering the
same.


 


No service charge shall be made for any
registration of transfer or exchange of the Securities, but the Company may
require payment of a sum sufficient to cover any transfer tax or other similar
governmental charge payable in connection therewith.


 


Prior to the time of due presentment of this
Security for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the 


 


A-9





















 


Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not
this Security be overdue, and neither the Company, the Trustee nor any agent
shall be affected by notice to the contrary.


 


THIS SECURITY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW 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.


 


All terms used in this Security which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.


 


A-10





















 


Form of Trustee’s Certificate of Authentication


 


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


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


Dated:


 


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


 


	
   

  	
  THE BANK OF NEW YORK, as Trustee

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
				



 


A-11





















 


Assignment Form


 


If you, the holder, want to assign this
Security, fill in the form below and have your signature guaranteed:


 


	
  I or we assign and transfer this Security
  to

  
	
   

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

  
	
   

  
	
   

  
	
   

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

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  and irrevocably appoint

  
	
   

  
	
  of

  



 


 


agent to transfer this Security on the books
of the Company.  The agent may substitute
another to act for such agent.


 


In connection with any transfer of any of the
Securities evidenced by this certificate occurring prior to the date that is
two years (or such shorter period as may be prescribed by Rule 144(k)
under the Securities Act or any successor provision thereunder) after the
later of the date of original issuance of such Securities (or any Predecessor
Security) or three months after the last date, if any, on which such Securities
(or any Predecessor Security) were owned by the Company or any Affiliate of the


 


Company, the undersigned confirms that such
Securities are being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


	
  (1)

  	
   

  	
  o

  	
   

  	
  to the Company; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  o

  	
   

  	
  pursuant to an effective
  registration statement under the Securities Act of 1933;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  o

  	
   

  	
  inside the United States
  to a “qualified institutional buyer” (as defined in Rule 144A under the
  Securities Act of 1933) that 

  



 


A-12





















 


	
   

  	
   

  	
   

  	
   

  	
  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 Rule 904 under the Securities Act of 1933;
  or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (5)

  	
   

  	
  o

  	
   

  	
  to an institutional
  “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under
  the Securities Act of 1933) that has furnished to the Trustee a signed letter
  containing certain representations and agreements (the form of which letter
  can be obtained from the Trustee or the Company); or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (6)

  	
   

  	
  o

  	
   

  	
  pursuant to another
  available 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 Securities evidenced by this
certificate in the name of any person other than the registered holder thereof;
provided, however, that if box (4), (5) or (6) is checked,
the Trustee may require, prior to registering any such transfer of the
Securities, such legal opinions, certifications and other information as the
Company has reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933.


 


	
  Dated:

  	
   

  	
   

  	
  Your
  signature:

  	
   

  	
   

  
	
   

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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NOTICE: To
  be executed by an executive officer

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  	
   

  
							



 


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


 


The undersigned represents and warrants that
it is purchasing this 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



 


A-13





















 


regarding the Company as the
undersigned has requested pursuant to Rule 144A (including the information specified
in Rule 144A(d)(4)) 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

  



 


A-14





















 


Option of Holder to Elect Purchase


 


If you wish to have this Security purchased
by the Company pursuant to Section 1009 or 1016 of the Indenture, check
the box:  o


 


If you wish to have a portion of this
Security purchased by the Company pursuant to Section 1009 or 1016 of the
Indenture, state the amount:


 


$                  
..


 


	
  Dated:

  	
   

  	
   

  	
  Your
  signature:

  	
   

  
	
   

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

  



 


A-15





















 


[TO BE ATTACHED TO GLOBAL SECURITIES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY


 


The initial principal amount of this Global Security is
$[        ].  The following increases or decreases in this
Global Security have been made:


 


	
  Date of

  Transfer

  	
   

  	
  Amount of decrease in 

  Principal Amount of 

  this Global Security

  	
   

  	
  Amount of increase in 

  Principal Amount of this 

  Global Security

  	
   

  	
  Principal amount of this 

  Global Security 

  following such decrease 

  or increase

  	
   

  	
  Signature of authorized 

  signatory of Trustee or 

  Security Registrar

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-16





















 


EXHIBIT B


 


FORM OF
SUPPLEMENTAL INDENTURE


 


SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”) dated as of 
            ,
among [GUARANTOR] (the “New Guarantor”), a subsidiary of Level 3
Communications, Inc. (or its successor), a Delaware corporation (the “Company”),
LEVEL 3 COMMUNICATIONS, INC., on behalf of itself and the Guarantors (the “Existing
Guarantors”), if any, under the Indenture referred to below, and THE BANK OF
NEW YORK, a New York banking corporation, as trustee under the indenture
referred to below (the “Trustee”).


 


W I T N E S S
E T H :


 


WHEREAS the Company has heretofore executed
and delivered to the Trustee an Indenture dated as of January 13, 2006
(the “Indenture”; capitalized terms used but not defined herein having the
meanings assigned thereto in the Indenture), providing for the issuance of 11.50%
Senior Notes Due 2010 (the “Securities”);


 


WHEREAS the Indenture permits the New
Guarantor to execute and deliver to the Trustee a supplemental indenture
pursuant to which the New Guarantor shall unconditionally guarantee all the
Company’s obligations under the Securities pursuant to a Guarantee on the terms
and conditions set forth herein;


 


WHEREAS the Guarantee contained in this
Supplemental Indenture shall constitute a “Restricted Subsidiary Guarantee”,
and the New Guarantor shall constitute a “Guarantor”, for all purposes of the
Indenture; and


 


WHEREAS pursuant to Section 901 of the
Indenture, the Trustee and the Company are authorized to execute and deliver
this Supplemental Indenture;


 


NOW THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the New Guarantor, the Company, the Existing Guarantors
and the Trustee mutually covenant and agree for the equal and ratable benefit
of the holders of the Securities as follows:


 


1.  Guaranties.  The New Guarantor hereby unconditionally
guarantees, jointly and severally, to each Holder and to the Trustee and its
successors and assigns (a) the full and punctual payment of principal of
(and premium, if any) and interest on the Securities when due, whether at
Stated Maturity, by acceleration, by redemption or otherwise, and all other
monetary obligations of the Company under the Indenture and the Securities and
(b) the full and punctual performance within applicable grace periods of
all other obligations of the Company under the Indenture and the Securities
(all the foregoing being hereinafter collectively called the “Obligations”).  The New Guarantor further 


 





















 


agrees that the Obligations may
be extended or renewed, in whole or in part, without notice or further assent
from the New Guarantor and that the New Guarantor will remain bound under this
Supplemental Indenture notwithstanding any extension or renewal of any
Obligation.


 


The New Guarantor waives presentation to, demand
of, payment from and protest to the Company of any of the Obligations and also
waives notice of protest for nonpayment. 
The New Guarantor waives notice of any default under the Securities or
the Obligations.  The obligations of the
New Guarantor hereunder shall not be affected by (a) the failure of any
Holder or the Trustee to assert any claim or demand or to enforce any right or
remedy against the Company or any other Person under the 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 the 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; (e) the failure of any
Holder or the Trustee to exercise any right or remedy against any other
guarantor of the Obligations; or (f) any change in the ownership of the
New Guarantor.


 


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


 


Except as expressly set forth in
Sections 803, 1017, 1019, 1202 and 1203 of the Indenture, the obligations
of the New Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, 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 New Guarantor herein shall
not be discharged or impaired or otherwise affected by the failure of any
Holder or the Trustee to assert any claim or demand or to enforce any remedy under
the 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 New Guarantor or would otherwise
operate as a discharge of the New Guarantor as a matter of law or equity.


 


The New Guarantor further agrees that its
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
(premium, if any) interest on any Obligation is rescinded or must otherwise be
restored by any Holder or the Trustee upon the bankruptcy or reorganization of
the Company or otherwise.


 


In furtherance of the foregoing and not in
limitation of any other right which any Holder or the Trustee has at law or in
equity against the New Guarantor by virtue hereof, 


 


B-2





















 


upon the failure of the Company
to pay the principal of (or premium, if any) or interest on any Obligation when
and as the same shall become due, whether at Stated Maturity, by acceleration,
by redemption or otherwise, or to perform or comply with any other Obligation,
the New 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 or
the Trustee an amount equal to the sum of (i) the unpaid amount of such
Obligations, (ii) accrued and unpaid interest on such Obligations (but
only to the extent not prohibited by law) and (iii) all other monetary
Obligations of the Company to the Holders and the Trustee.


 


The New Guarantor agrees that it shall not be
entitled to any right of subrogation in respect of any Obligations guaranteed
hereby until payment in full in cash of all Obligations.  The New Guarantor further agrees that, as
between it, on the one hand, and the Holders and the Trustee, on the other
hand, (x) the maturity of the Obligations guaranteed hereby may be
accelerated as provided in Article Five of the Indenture for the purposes of
the New Guarantor’s 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 declaration of acceleration
of such obligations as provided in Article Five of the Indenture, such
Obligations (whether or not due and payable) shall forthwith become due and
payable by the New Guarantor for the purposes of this Section.


 


The New Guarantor also agrees to pay any and
all costs and expenses (including reasonable attorneys’ fees) incurred by the
Trustee or any Holder in enforcing any rights under this Section 1.


 


2.  Contribution.  Each of the Company and the New Guarantor (a “Contributing
Party”) agrees that, in the event a payment shall be made by any other
Guarantor under any Restricted Subsidiary Guarantee (the “Claiming Guarantor”),
the Contributing Party shall indemnify the Claiming Guarantor in an amount
equal to the amount of such payment multiplied by a fraction, the numerator of
which shall be the net worth of the Contributing Party (which shall be measured
on the date hereof) and the denominator of which shall be the aggregate net
worth of the Company on the date hereof and the Guarantors on respective dates
of the Supplemental Indentures executed and delivered by such Guarantors.


 


3.  Successors
and Assigns.  This Supplemental Indenture
shall be binding upon the New Guarantor and its successors and assigns and
shall enure to the benefit of the successors and assigns of the Trustee and the
Holders and, in the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights and privileges conferred upon that party in the
Indenture and in the Securities shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions of this
Indenture.


 


4.  No
Waiver.  Neither a failure nor a
delay on the part of either the Trustee or the Holders in exercising any right,
power or privilege under this Supplemental 


 


B-3





















 


Indenture, the Indenture or the
Securities shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or further exercise of any right, power or
privilege.  The rights, remedies and
benefits of the Trustee and the Holders herein and therein expressly specified
are cumulative and not exclusive of any other rights, remedies or benefits
which either may have under this Supplemental Indenture, the Indenture or the
Securities at law, in equity, by statute or otherwise.


 


5.  Modification.  No modification, amendment or waiver of any
provision of this Supplemental Indenture, nor the consent to any departure by
the New Guarantor therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Trustee, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.  No notice to or demand on the New
Guarantor in any case shall entitle the New Guarantor to any other or further
notice or demand in the same, similar or other circumstances.


 


6.  Opinion
of Counsel.  Concurrently with the
execution and delivery of this Supplemental Indenture, the Company shall
deliver to the Trustee an Opinion of Counsel to the effect that this
Supplemental Indenture has been duly authorized, executed and delivered by each
of the New Guarantor and the Company and that, subject to the application of
bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other
similar laws relating to creditors’ rights generally and to the principles of
equity, whether considered in a proceeding at law or in equity, the Guarantee
of the New Guarantor is a legal, valid and binding obligation of the New
Guarantor, enforceable against the New Guarantor in accordance with its terms.


 


7.  Ratification of Indenture;
Supplemental Indentures Part of Indenture.  Except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and
effect.  This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every holder of
Securities heretofore or hereafter authenticated and delivered shall be bound
hereby.


 


8.  Governing
Law.  THIS
SUPPLEMENTAL INDENTURE 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.


 


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


 


B-4





















 


10.  Effect
of Headings.  The
Section headings herein are for convenience only and shall not effect the
construction thereof.


 


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


 


 


	
   

  	
  [NEW GUARANTOR],

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
    Name: 

  
	
   

  	
   

  	
    Title:

  
				



 


 


	
   

  	
  LEVEL 3 COMMUNICATIONS, INC., on behalf of itself and the existing
  guarantors, if any,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
    Name:
  

  
	
   

  	
   

  	
    Title:

  



 


 


	
   

  	
  THE BANK OF NEW YORK, as trustee,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
    Name:
  

  
	
   

  	
   

  	
    Title:

  



 


B-5