Exhibit 4.2


 


 




 





UAL CORPORATION,

as Issuer,


 


and


 


UNITED AIR LINES, INC.,

as Guarantor


 


to


 


THE BANK OF NEW YORK
TRUST COMPANY, N.A.,

as Trustee


 






 


INDENTURE


 


Dated as of
February 1, 2006


 






 


Providing for Issuance of

6% Senior Notes due 2031

8% Contingent Senior Notes




 





 

















 


Reconciliation and tie between Indenture, dated as of February 1,
2006, and the Trust Indenture Act of 1939, as amended.


 


	
  Trust Indenture Act of 1939
  Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  
	
  310

  	
  (a)(1)

  	
   

  	
  6.10; 6.11; 6.12

  
	
   

  	
  (a)(2)

  	
   

  	
  6.12

  
	
   

  	
  (a)(3)

  	
   

  	
  TIA

  
	
   

  	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(5)

  	
   

  	
  TIA

  
	
   

  	
  (b)

  	
   

  	
  4.6; 6.4; 6.10;
  6.12; TIA

  
	
   

  	
   

  	
   

  	
   

  
	
  311

  	
  (a)

  	
   

  	
  6.4; 6.16; TIA

  
	
   

  	
  (b)

  	
   

  	
  TIA

  
	
   

  	
  (c)

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  	
   

  
	
  312

  	
  (a)

  	
   

  	
  6.8

  
	
   

  	
  (b)

  	
   

  	
  1.16; TIA

  
	
   

  	
  (c)

  	
   

  	
  1.16; TIA

  
	
   

  	
   

  	
   

  	
   

  
	
  313

  	
  (a)

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  6.3; 6.7; TIA

  
	
   

  	
  (c)

  	
   

  	
  6.3; 6.7; TIA

  
	
   

  	
  (d)

  	
   

  	
  6.3; 6.7; TIA

  
	
   

  	
   

  	
   

  	
  6.3; 6.7; TIA

  
	
   

  	
   

  	
   

  	
   

  
	
  314

  	
  (a)

  	
   

  	
  9.5; 9.7; TIA

  
	
   

  	
  (b)

  	
   

  	
  Not Applicable

  
	
   

  	
  (c)(1)

  	
   

  	
  1.2; 4.1; 4.6;
  5.7; 7.1; 9.5

  
	
   

  	
  (c)(2)

  	
   

  	
  1.2; 4.1; 4.6;
  7.1; 9.5

  
	
   

  	
  (c)(3)

  	
   

  	
  Not Applicable

  
	
   

  	
  (d)

  	
   

  	
  Not Applicable

  
	
   

  	
  (e)

  	
   

  	
  9.8; TIA

  
	
   

  	
  (f)

  	
   

  	
  TIA

  
	
   

  	
   

  	
   

  	
   

  
	
  315

  	
  (a)

  	
   

  	
  6.1; 6.3; TIA

  
	
   

  	
  (b)

  	
   

  	
  6.2

  
	
   

  	
  (c)

  	
   

  	
  TIA

  
	
   

  	
  (d)(1)

  	
   

  	
  TIA

  
	
   

  	
  (d)(2)

  	
   

  	
  6.1; TIA

  
	
   

  	
  (d)(3)

  	
   

  	
  6.1; TIA

  
	
   

  	
  (e)

  	
   

  	
  6.10; TIA

  
	
   

  	
   

  	
   

  	
   

  
	
  316

  	
  (a) (last
  sentence)

  	
   

  	
  1.1

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  5.2; 5.8

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  5.7

  
	
   

  	
  (b)

  	
   

  	
  5.9; 5.10

  
	
   

  	
  (c)

  	
   

  	
  1.4; TIA

  
	
   

  	
   

  	
   

  	
   

  
	
  317

  	
  (a)(1)

  	
   

  	
  5.3; 6.3

  
	
   

  	
  (a)(2)

  	
   

  	
  5.4; 6.3

  
	
   

  	
  (b)

  	
   

  	
  6.3; 9.3

  
	
   

  	
   

  	
   

  	
   

  
	
  318

  	
  (a)

  	
   

  	
  1.11

  
	
   

  	
  (b)

  	
   

  	
  TIA

  
	
   

  	
  (c)

  	
   

  	
  1.11; TIA

  



 





















	
   

  	
  This
  reconciliation and tie Section does not constitute part of the
  Indenture.

  	
   

  	
   

  



 

















 


Table of Contents


 


	
   

  	
   

  	
  Page(s)

  
	
  ARTICLE
  1 Definitions and Other Provisions of General Application

  	
  1

  
	
  Section 1.1.

  	
  Definitions.

  	
  1

  
	
  Section 1.2.

  	
  Compliance Certificates and
  Opinions

  	
  10

  
	
  Section 1.3.

  	
  Form of Documents Delivered to
  Trustee

  	
  10

  
	
  Section 1.4.

  	
  Acts of Holders.

  	
  11

  
	
  Section 1.5.

  	
  Notices, etc., to Trustee, Company,
  and Guarantor

  	
  12

  
	
  Section 1.6.

  	
  Notice to Holders; Waiver

  	
  13

  
	
  Section 1.7.

  	
  Headings and Table of Contents

  	
  13

  
	
  Section 1.8.

  	
  Successors and Assigns

  	
  13

  
	
  Section 1.9.

  	
  Separability

  	
  14

  
	
  Section 1.10.

  	
  Benefits of Indenture

  	
  14

  
	
  Section 1.11.

  	
  Governing Law

  	
  14

  
	
  Section 1.12.

  	
  Legal Holidays

  	
  14

  
	
  Section 1.13.

  	
  Trustee to Establish Record Dates

  	
  14

  
	
  Section 1.14.

  	
  Notes Relative to Other Notes

  	
  14

  
	
  Section 1.15.

  	
  No Personal Liability of Directors,
  Officers, Employees and Stockholders

  	
  15

  
	
  Section 1.16.

  	
  Communication by Holders with Other
  Holders

  	
  15

  
	
  Section 1.17.

  	
  Company Responsible for Making
  Calculations

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2 Security Forms

  	
  15

  
	
  Section 2.1.

  	
  Forms Generally

  	
  16

  
	
  Section 2.2.

  	
  Form of Trustee’s Certificate
  of Authentication

  	
  16

  
	
  Section 2.3.

  	
  Notes in Global Form

  	
  17

  
	
  Section 2.4.

  	
  Global Note Legend

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3 The Securities

  	
  17

  
	
  Section 3.1.

  	
  Aggregate Amounts; Issuance.

  	
  18

  
	
  Section 3.2.

  	
  Denominations

  	
  18

  
	
  Section 3.3.

  	
  Execution, Authentication, Delivery
  and Dating

  	
  20

  
	
  Section 3.4.

  	
  Temporary Notes

  	
  20

  
	
  Section 3.5.

  	
  Registration, Registration of
  Transfer and Exchange

  	
  20

  
	
  Section 3.6.

  	
  Replacement Notes

  	
  22

  
	
  Section 3.7.

  	
  Payment of Interest; Interest
  Rights Preserved.

  	
  23

  
	
  Section 3.8.

  	
  Persons Deemed Owners

  	
  24

  
	
  Section 3.9.

  	
  Cancellation

  	
  25

  
	
  Section 3.10.

  	
  Computation of Interest

  	
  25

  
	
  Section 3.11.

  	
  CUSIP Numbers

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4 Satisfaction, Discharge and Defeasance

  	
  26

  
	
  Section 4.1.

  	
  Termination of Company’s
  Obligations Under the Indenture

  	
  26

  
	
  Section 4.2.

  	
  Application of Trust Funds

  	
  27

  



 


i

















 


	
  Section 4.3.

  	
  Company’s Option to Effect
  Defeasance or Covenant Defeasance

  	
  27

  
	
  Section 4.4.

  	
  Defeasance and Discharge

  	
  27

  
	
  Section 4.5.

  	
  Covenant Defeasance

  	
  28

  
	
  Section 4.6.

  	
  Conditions to Defeasance or
  Covenant Defeasance

  	
  28

  
	
  Section 4.7.

  	
  Deposited Money and Government
  Obligations to Be Held in Trust

  	
  30

  
	
  Section 4.8.

  	
  Reinstatement

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5 Defaults and Remedies

  	
  31

  
	
  Section 5.1.

  	
  Events of Default

  	
  31

  
	
  Section 5.2.

  	
  Acceleration; Rescission and
  Annulment

  	
  32

  
	
  Section 5.3.

  	
  Collection of Indebtedness and
  Suits for Enforcement by Trustee

  	
  33

  
	
  Section 5.4.

  	
  Trustee May File Proofs of
  Claim

  	
  34

  
	
  Section 5.5.

  	
  Trustee May Enforce Claims
  Without Possession of Notes

  	
  34

  
	
  Section 5.6.

  	
  Delay or Omission Not Waiver

  	
  34

  
	
  Section 5.7.

  	
  Waiver of Past Defaults

  	
  34

  
	
  Section 5.8.

  	
  Control by Majority

  	
  35

  
	
  Section 5.9.

  	
  Limitation on Suits by Holders

  	
  35

  
	
  Section 5.10.

  	
  Rights of Holders to Receive
  Payment

  	
  35

  
	
  Section 5.11.

  	
  Application of Money Collected

  	
  36

  
	
  Section 5.12.

  	
  Restoration of Rights and Remedies

  	
  36

  
	
  Section 5.13.

  	
  Rights and Remedies Cumulative

  	
  36

  
	
  Section 5.14.

  	
  Undertaking for Costs

  	
  36

  
	
  Section 5.15.

  	
  Waiver of Stay or Extension Laws

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6 The Trustee

  	
  37

  
	
  Section 6.1.

  	
  Certain Duties and Responsibilities

  	
  37

  
	
  Section 6.2.

  	
  Notice of Defaults

  	
  38

  
	
  Section 6.3.

  	
  Rights of Trustee

  	
  38

  
	
  Section 6.4.

  	
  Trustee May Hold Notes

  	
  39

  
	
  Section 6.5.

  	
  Money Held in Trust

  	
  39

  
	
  Section 6.6.

  	
  Trustee’s Disclaimer

  	
  39

  
	
  Section 6.7.

  	
  Reports by Trustee to the Holders

  	
  39

  
	
  Section 6.8.

  	
  Securityholder Lists

  	
  40

  
	
  Section 6.9.

  	
  Compensation and Indemnity

  	
  40

  
	
  Section 6.10.

  	
  Replacement of Trustee

  	
  41

  
	
  Section 6.11.

  	
  Acceptance of Appointment by
  Successor.

  	
  42

  
	
  Section 6.12.

  	
  Disqualification; Eligibility.

  	
  43

  
	
  Section 6.13.

  	
  Merger, Conversion, Consolidation
  or Succession to Business

  	
  44

  
	
  Section 6.14.

  	
  Appointment of Authenticating Agent

  	
  44

  
	
  Section 6.15.

  	
  Trustee’s Application for
  Instructions from the Company

  	
  45

  
	
  Section 6.16.

  	
  Preferential Collection of Claims
  Against Company

  	
  46

  



 


ii

















 


	
  ARTICLE 7 Consolidation, Merger or Sale by the Company

  	
  46

  
	
  Section 7.1.

  	
  Consolidation, Merger or Sale of
  Assets Only on Certain Terms

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8 Supplemental Indentures

  	
  47

  
	
  Section 8.1.

  	
  Supplemental Indentures Without
  Consent of Holders

  	
  47

  
	
  Section 8.2.

  	
  With Consent of Holders

  	
  48

  
	
  Section 8.3.

  	
  Compliance with Trust Indenture Act

  	
  49

  
	
  Section 8.4.

  	
  Execution of Supplemental
  Indentures

  	
  49

  
	
  Section 8.5.

  	
  Effect of Supplemental Indentures

  	
  49

  
	
  Section 8.6.

  	
  Reference in Notes to Supplemental
  Indentures

  	
  49

  
	
  Section 8.7.

  	
  Notice

  	
  49

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9 Covenants

  	
  50

  
	
  Section 9.1.

  	
  Payment of Principal, Premium, if
  any, and Interest

  	
  50

  
	
  Section 9.2.

  	
  Maintenance of Office or Agency

  	
  50

  
	
  Section 9.3.

  	
  Money for Notes to Be Held in
  Trust; Unclaimed Property

  	
  51

  
	
  Section 9.4.

  	
  Corporate Existence

  	
  52

  
	
  Section 9.5.

  	
  Reports by the Company

  	
  52

  
	
  Section 9.6.

  	
  Notice of Default

  	
  53

  
	
  Section 9.7.

  	
  Provision of Financial Statements

  	
  53

  
	
  Section 9.8.

  	
  Compliance Certificates

  	
  53

  
	
  Section 9.9.

  	
  Further Instruments and Acts

  	
  53

  
	
  Section 9.10.

  	
  Payments for Consents

  	
  53

  
	
  Section 9.11.

  	
  Changes in Organization Documents

  	
  54

  
	
  Section 9.12.

  	
  Affiliate Transactions

  	
  54

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10 Redemption

  	
  54

  
	
  Section 10.1.

  	
  Election to Redeem; Notice to
  Trustee

  	
  54

  
	
  Section 10.2.

  	
  Selection of Notes to Be Redeemed

  	
  55

  
	
  Section 10.3.

  	
  Notice of Redemption

  	
  55

  
	
  Section 10.4.

  	
  Deposit of Redemption Price

  	
  56

  
	
  Section 10.5.

  	
  Notes Payable on Redemption Date

  	
  57

  
	
  Section 10.6.

  	
  Notes Redeemed in Part

  	
  57

  
	
  Section 10.7.

  	
  Optional Redemption

  	
  57

  
	
  Section 10.8.

  	
  Mandatory Redemption

  	
  57

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11 Note Guarantee

  	
  58

  
	
  Section 11.1.

  	
  Guarantee.

  	
  58

  
	
  Section 11.2.

  	
  Limitation on Guarantor Liability

  	
  59

  
	
  Section 11.3.

  	
  Execution and Delivery of a Note
  Guarantee

  	
  60

  
	
  Section 11.4.

  	
  Guarantor May Consolidate,
  etc., on Certain Terms

  	
  60

  



 


iii

















 


	
  Exhibits

  	
   

  
	
   

  	
   

  
	
  Exhibit A

  	
  Form of 6% Senior Note

  
	
  Exhibit B

  	
  Form of 8% Contingent Note

  
	
  Exhibit C

  	
  Form of Notation of Guarantee

  



 


iv

















 


INDENTURE, dated as of February 1, 2006, among
UAL CORPORATION, a Delaware corporation (the “Company”), UNITED AIR LINES,
INC., a Delaware corporation (the “Guarantor”) and THE BANK OF NEW YORK
TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”).


 


Recitals


 


On December 9, 2002, the Company and certain of
its directly and indirectly wholly owned subsidiaries filed a voluntary
petition under Chapter 11 of Title 11 of the United States Code, as amended
(the “Bankruptcy Code”) with the United States Bankruptcy Court for the
Northern District of Illinois (the “Bankruptcy Court”).


 


The Company and certain of its directly and indirectly
wholly owned subsidiaries filed a Joint Plan of Reorganization (the “Plan”) which
was approved by the Bankruptcy Court on January 20, 2006.


 


Pursuant to the Plan, the Company is required to issue
the 6% Senior Notes (as defined herein), and may be required to issue the 8%
Contingent Notes (as defined herein), in each case to, or for the benefit of,
the Pension Benefit Guaranty Corporation (“PBGC”).


 


The Company has duly authorized the issuance of (i) the
6% Senior Notes and (ii) the 8% Contingent Notes (together, the “Notes”),
and to provide therefor, the Company has duly authorized the execution and
delivery of this Indenture.


 


All things necessary to make the Notes, 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 the Company, in accordance with its terms, and all things
necessary to duly authorize the issuance of the Common Stock (as hereinafter
defined) of the Company issuable in connection with the 6% Senior Notes, and to
reserve for issuance the number of shares of such Common Stock, have been done.


 


For and in consideration of the premises and the
acquisition of the Notes by the Holders thereof, it is mutually covenanted and
agreed as follows for the equal and ratable benefit of the Holders of the
Notes:


 


ARTICLE 1



Definitions and Other Provisions

of General Application


 


Section 1.1.            Definitions.


 


(a)           For all
purposes of this Indenture, except as otherwise expressly provided or unless
the context otherwise requires:


 


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


 

















 


(2)           all other
terms used herein which are defined in the Trust Indenture Act, either directly
or by reference therein, and not otherwise defined herein have the meanings
assigned to them therein;


 


(3)           all
accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles; and


 


(4)           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 or other
subdivision.


 


“6% Senior Notes” means $500,000,000 in
aggregate original principal amount of 6% Senior Notes due 2031 of the Company
issued on the date hereof, as well as (i) any Notes issued in exchange
therefor or upon transfer thereof and (ii) any increase in the principal
amount thereof pursuant to paragraph 1 of such Notes.  All such Notes shall be considered one
series.


 


“8% Contingent Notes” means up to $500,000,000
in aggregate original principal amount of 8% Contingent Senior Notes of the
Company, if any, issued pursuant to this Indenture, as well as any Notes issued
in exchange therefor or upon transfer thereof. 
All such Notes shall be considered one series.


 


“Affiliate” of any specified Person means any
Person directly or indirectly controlling or controlled by, or under direct or
indirect common control with such specified Person.  For purposes of this definition, “control”
when used with respect to any specified 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.


 


“Agent” means any Paying Agent or Registrar.


 


“Authenticating Agent” means any authenticating
agent appointed by the Trustee pursuant to Section 6.14.


 


“Authorized Newspaper” means a newspaper in New
York, New York, Washington, D.C. and Chicago, Illinois in the English language,
customarily published on each Business Day whether or not published on
Saturdays, Sundays or holidays, and of general circulation in the place in
connection with which the term is used or in the financial community of such
place.  Whenever successive publications
in an Authorized Newspaper are required hereunder they may be made (unless
otherwise expressly provided herein) on any Business Day and in the same or
different Authorized Newspapers.


 


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


 


“Board” or “Board of Directors” means
the Board of Directors of the Company, the Executive Committee thereof or any
other duly authorized committee thereof.


 


2

















 


“Board Resolution” means a copy of a resolution
of the Board of Directors, certified by the Corporate 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 New York, New York or U.S. governmental agencies are authorized or obligated
by applicable law or executive order to remain closed.


 


“Change in Ownership” means any “person” or “group”
within the meaning of Sections 13(d) and 14(d)(2) of the
Securities Exchange Act, or any successor provision to either of the foregoing,
including any group acting for the purpose of acquiring, holding or disposing
of securities within the meaning of Rule 13d-5(b)(1) under the
Securities Exchange Act, becomes the “beneficial owner,” as defined in Rule 13d-3
under the Securities Exchange Act, directly or indirectly, through a purchase,
merger or other acquisition transaction, of the voting power to elect a
majority of the Board, other than an acquisition by the Company, any of its
Subsidiaries or any of its Subsidiaries’ or the Company’s employee benefit
plans.


 


“Commission” means the Securities and Exchange
Commission, as from time to time constituted, created under the Securities
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” means the common stock, par
value $0.01 per share, of the Company as it exists on the date of this
Indenture and any shares of any class or classes of capital stock of the Company
into which the Common Stock may be reclassified or changed.


 


“Company” means the Person named as the Company
in the first paragraph of this Indenture until one or more successor Persons
replaces it pursuant to the applicable provisions of this Indenture, and
thereafter means such successor(s).


 


“Company Order” and “Company Request”
mean, respectively, a written order or request signed in the name of the
Company by the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Financial Officer, any Executive Vice President or any
Senior Vice President, signing alone, by any Vice President signing together
with the Treasurer, any Assistant Treasurer, the Corporate Secretary or any
Assistant Secretary of the Company, or, with respect to Section 3.3, Section 3.4
and Section 3.5, any Assistant Secretary of the Company.


 


“Corporate Trust Office” means the office of
the Trustee at which at any particular time its corporate trust business shall
be principally administered, which office at the date hereof is located at
2 N. LaSalle Street, Suite 1020, Chicago, Illinois 60602, Attention:
Corporate Trust Department.


 


“corporation” includes corporations,
associations, companies and business trusts.


 


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


 


3

















 


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


 


“Depositary”, when used with respect to the
Notes issuable or issued in whole or in part in global form, means the Person
designated as Depositary by the Company pursuant to Section 3.1 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter shall mean or include each Person
which is then a Depositary hereunder, and if at any time there is more than one
such Person, shall be a collective reference to such Persons.


 


“Dollar” means the coin or currency of the
United States as at the time of payment is legal tender for the payment of
public and private debts.


 


“Employee Notes” means the Company’s Senior
Convertible Notes due 2021 to be issued pursuant to the Plan as follows:  (a) $550,000,000 to a trust or other
entity designated by the Air Line Pilots Association, International; (b) $24,000
to a trust or other entity designated by the Transport Workers Union of
America, AFL-CIO; (c) $400,000 to a trust or other entity designated by
the Professional Airline Flight Control Association; (d) $40,000,000 to a
trust or other entity designated by the Aircraft Mechanics Fraternal
Association; (e) $60,000,000 to a trust or other entity designated by the
International Association of Mechanics and Aerospace Workers; (f) $56,000,000
to a trust or other entity for the benefit of United States based salaried and
management employees of the Company and certain of its Subsidiaries and (g) $20,000,000
to a trust or other entity designated by the Association of Flight Attendants.


 


“Existing Credit Facility” means the up to
$3.0 billion Revolving Credit, Term Loan and Guaranty Agreement, dated as
of February 1, 2006, among United Air Lines Inc., UAL Corporation, certain
subsidiaries thereof, various lenders party thereto and JP Morgan Chase Bank,
N.A. as co-administrative agent, co-collateral agent and paying agent, Citicorp
USA, Inc. as co-administrative agent and co-collateral agent, J.P. Morgan
Securities Inc., as joint lead arranger and joint bookrunner, Citigroup Global
Markets, Inc., as joint lead arranger and joint bookrunner, and General
Electric Capital Corporation, as syndication agent, as amended, restated,
modified, renewed, refunded, replaced or refinanced in whole or in part from
time to time.


 


“Fundamental Change” means the occurrence of
any of the following:  (a) any sale,
conveyance, transfer or disposition of more than 50% of the property or assets
of the Company and its Subsidiaries on a consolidated basis (measured either by
book value in accordance with generally accepted accounting principles
consistently applied or by fair market value determined in the reasonable good
faith judgment of the Board) in any transaction or series of related
transactions (other than sales in the ordinary course of business); (b) any
merger or consolidation to which the Company is a party, except for (x) a
merger which is effected solely to change the state of incorporation of the
Company or (y) a merger in which the Company is the surviving Person, the
terms of the Notes are not changed or altered in any respect, the Notes are not
exchanged for cash, securities or other property or assets and, after giving
effect to such merger, the holders of the capital stock of the Company as of
the date of this Indenture shall continue to own the outstanding capital stock
of the Company possessing the voting power (under ordinary


 


4

















 


circumstances) to
elect a majority of the Board; (c) the Termination of Trading; or (d) the
Company’s approval of a plan of liquidation or dissolution.


 


“Government Obligations” means securities which
are (i) direct obligations of the United States for the payment of which
its full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States, the payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank or trust company as custodian
with respect to any such Government Obligation or a specific payment of
interest on or principal of any such Government Obligation held by such
custodian for the account of the holder of a depositary receipt, provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from
any amount received by the custodian in respect of the Government Obligation
evidenced by such depositary receipt.


 


“Guarantor” means United Air Lines, Inc.,
a Delaware corporation and a wholly owned Subsidiary of the Company, and its
successors and assigns.


 


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


 


“Indenture” means this Indenture as originally
executed or as amended or supplemented from time to time.


 


“Interest Payment Date”, when used with respect
to any Note, means the Stated Maturity of an installment of interest on such Note.


 


“LTM EBITDAR” means, as of any date of
measurement, the earnings before interest, income taxes, depreciation,
amortization and aircraft rents of the Company and its Subsidiaries on a
consolidated basis for the twelve months ending on such date, determined in
accordance with generally accepted accounting principles on a basis
consistently applied.


 


“Market Value” of the Common Stock means, as of
any date of determination:


 


(a)                                  If
the principal market for the Common Stock is a national securities exchange in
the United States, the Market Value shall be the average of the last sale price
of the Common Stock on such exchange for the 20 consecutive trading days
immediately prior to the date of determination, all as quoted by such exchange.


 


(b)                                 If
the principal market for the Common Stock is the over-the-counter market, and
the Common Stock is quoted on The NASDAQ Stock Market (“NASDAQ”), the Market
Value shall be the average of the last sale price of the Common Stock on NASDAQ
for the 20 consecutive trading days immediately prior to the date of
determination, or, if the Common Stock is an issue for which the last sale
price is not quoted on NASDAQ, the average of the last bid price for the 20
consecutive trading days immediately prior to the date of determination.  If the relevant quotation did not exist at
such close of trading, then the Market Value shall be the


 


5

















 


relevant quotation
on the next preceding Business Day on which there was such a quotation.


 


(c)                                  If
the principal market for the Common Stock is the over-the-counter market, and
the Common Stock is not quoted on NASDAQ, the Market Value shall be determined
in accordance with market practice for the Common Stock, based on the average
of the price for such Common Stock for the 20 consecutive trading days
immediately prior to the date of determination, obtained from a generally
recognized source agreed to by the Company or the average of the closing bid
quotation for the 20 consecutive trading days immediately prior to the date of
determination, obtained from such a source. 
If the relevant quotation did not exist at such close of trading, then
the Market Value shall be the relevant quotation on the next preceding Business
Day on which there was such a quotation.


 


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


 


“Note” or “Notes” has the meaning stated
in the fourth recital of this Indenture and more particularly means any Note or
Notes of the Company issued, authenticated and delivered under this Indenture.


 


“Note Guarantee” means the guarantee by the
Guarantor as set forth in Section 11.1, as evidenced by the Form of
Notation of Guarantee annexed hereto as Exhibit C, to be attached to each
Note.


 


“Officer” means the Chairman of the Board of
Directors, the Chief Executive Officer, the President, the Chief Financial
Officer, any Executive Vice President, any Senior Vice President, any Vice
President, the Treasurer, the Corporate Secretary, or any Assistant Treasurer
or any Assistant Secretary of the Company.


 


“Officers’ Certificate” means a certificate
signed by the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Financial Officer, any Executive Vice President or any
Senior Vice President signing alone or by any Vice President signing together
with the Corporate Secretary, any Assistant Secretary, the Treasurer, or any
Assistant Treasurer of the Company, and delivered to the Trustee.


 


“O’Hare Notes” means $149,646,114 aggregate
principal amount of the Company’s Senior Convertible Notes due February 1,
2021 to be issued pursuant to the Plan to certain Persons (or certain holders
for whom such Persons act as trustee) that are party to that certain
Settlement Agreement, dated as of December 17, 2004, with the Guarantor
attached to that certain order dated February 15, 2005 entered by the
Bankruptcy Court, relating to the resolution of disputes between the Guarantor
and such other parties arising out of bonds issued in respect of the Guarantor’s
facilities at Chicago O’Hare International Airport.


 


“Opinion of Counsel” means a written opinion of
legal counsel, who may be (a) the most senior attorney serving in the
capacity of legal counsel employed by the Company,


 


6

















 


(b) Kirkland &
Ellis LLP or (c) other counsel designated by the Company and who shall be
acceptable to the Trustee.


 


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


 


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


 


(ii)           Notes, or
portions thereof, for which 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 Notes
provided that if such Notes are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provisions therefor satisfactory
to the Trustee have been made;


 


(iii)          Notes,
except to the extent provided in Section 4.4 and Section 4.5, with
respect to which the Company has effected defeasance and/or covenant defeasance
as provided in Article 4; and


 


(iv)          Notes which
have been surrendered pursuant to Section 3.6 or in exchange for or in
lieu of which other Notes have been authenticated and delivered pursuant to
this Indenture, other than any such Notes in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Notes are held
by a Person reasonably believed by the Trustee to be a bona fide purchaser in
whose hands such Notes are valid obligations of the Company;


 


provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding Notes
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, or for the purpose of making the calculations required by Section 313
of the Trust Indenture Act, Notes owned by the Company, the Guarantor or any
other obligor upon the Notes or any Affiliate of the Company, the Guarantor 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 Notes which the Trustee knows to be
so owned as a result of written notice being provided to that effect by the
Company, by the Guarantor, by any such other obligor upon the Notes or any such
Affiliate of any of the foregoing, as the case may be, to the Trustee shall be
so disregarded.


 


“Paying Agent” means any Person authorized by
the Company to pay the principal of, premium, if any, or interest on any Notes
on behalf of the Company.


 


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


 


7

















 


“Place of Payment”, when used with respect to
Notes of or within any series, means the place or places where, subject to the
provisions of Section 9.2, the principal of, premium, if any, and interest
on such Notes are payable as specified in such Notes.


 


“Predecessor Security” of any particular Note
means every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purposes of this definition,
any Note authenticated and delivered under Section 3.6 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen security.


 


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


 


“Redemption Price”, when used with respect to
any Note to be redeemed, in whole or in part, means the price at which such
Note or part thereof is to be redeemed pursuant to this Indenture.


 


“Register”
has the meaning set forth in Section 3.5.


 


“Registrar”
has the meaning set forth in Section 3.5.


 


“Regular Record Date” for the interest payable
on any Interest Payment Date on the Notes of any series means the date
specified on the face of such Note.


 


“Responsible Officer”, when used with respect
to the Trustee, shall mean any officer within the Corporate Trust Office of the
Trustee with direct responsibility for the administration of this Indenture,
including the chairman or any vice chairman of the board of directors, the
chairman or any vice chairman of the executive committee of the board of
directors, the chairman of the trust committee, the president, any senior vice
president, any vice president, any assistant vice president, the secretary, the
treasurer, any assistant treasurer, the cashier, any assistant cashier, any
senior trust officer, any trust officer, the controller, any assistant
controller, or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers,
respectively, and also means, with respect to a particular corporate trust
matter, any other officer to whom such corporate trust matter is referred
because of his knowledge of and familiarity with the particular subject.


 


“Securities Exchange Act” means the Securities
Exchange Act of 1934, as amended from time to time.


 


“Special Record Date” for the payment of any
Defaulted Interest on the Notes of any series means a date fixed by the Trustee
pursuant to Section 3.7.


 


“Stated Maturity”, when used with respect to
any Note or any installment of principal thereof or interest thereon means the
date specified in such Note as the original date on which the principal of such
Note or such installment of principal or interest is due and payable.  The Stated Maturity of the principal amount
of the 6% Senior Notes shall be February 1, 2031.  The Stated Maturity of the principal amount
of any 8% Contingent Notes shall be the fifteenth anniversary of the Trigger
Date with respect to which such Note was subsequently issued.


 


8

















 


“Subsidiary” means (i) any corporation of
which the Company at the time owns or controls, directly or indirectly, more
than 50% of the shares of outstanding stock having general voting power under
ordinary circumstances to elect a majority of the board of directors of such
corporation (irrespective of whether or not at the time stock of any other
class or classes of such corporation shall have or might have voting power by
reason of the happening of any contingency), (ii) a partnership in which
the Company holds a majority interest in the equity capital or profits of such
partnership, or (iii) any other Person (other than a corporation or a
partnership) in which the Company, directly or indirectly, at the date of
determination has (x) at least a majority ownership interest or
(y) the power to elect or direct the election of a majority of the
directors or other governing body of such Person.


 


“Termination of Trading” means the occurrence
of the following event:  the Company’s
Common Stock is neither listed for trading on a United States national
securities exchange nor approved for trading on an established over-the-counter
trading market in the United States.


 


“Trigger Date” means each June 30 or December 31,
beginning December 31, 2009, on which LTM EBITDAR, determined as of any
such date, exceeds $3,500,000,000.


 


“Trust Indenture Act” or “TIA” means the
Trust Indenture Act of 1939, as amended, as in effect on the date of this
Indenture, except as provided in Section 8.3.


 


“Trustee” means the party named as such in the
first paragraph of this Indenture until a successor Trustee replaces it
pursuant to the applicable provisions of this Indenture, and thereafter means
such successor Trustee and if, at any time, there is more than one Trustee, “Trustee”
as used with respect to the Notes of any series shall mean the Trustee with
respect to the Notes of that series.


 


“United States” means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction.


 


(b)           The
following terms shall have the meanings specified in the Sections referred to
opposite such term below:


 


	
  Term

  	
   

  	
  Section

  
	
  “Act”

  	
   

  	
  Section 1.4(a)

  
	
  “Co-Branded Card Agreement”

  	
   

  	
  Section 1.14

  
	
  “covenant defeasance”

  	
   

  	
  Section 4.5

  
	
  “CUSIP”

  	
   

  	
  Section 3.11

  
	
  “Defaulted Interest”

  	
   

  	
  Section 3.7(b)

  
	
  “defeasance”

  	
   

  	
  Section 4.4

  
	
  “DTC”

  	
   

  	
  Section 2.4

  
	
  “Event of Default”

  	
   

  	
  Section 5.1

  
	
  “Notice of Default”

  	
   

  	
  Section 5.1(4)

  
	
  “Plan”

  	
   

  	
  Recitals

  
	
  “Securities Exchange Act”

  	
   

  	
  Section 1.1(a)

  



 


9

















 


(c)           Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference and is made a part of this Indenture.  The following TIA terms used in this
Indenture have the following meanings:


 


“indenture
securities” means the Notes;


 


“indenture
security holder” means a Holder of a Note;


 


“indenture
to be qualified” means this Indenture;


 


“indenture
trustee” or “institutional trustee” means the Trustee; and


 


“obligor”
on the Notes and the Note Guarantee means the Company and the Guarantor,
respectively, and any successor obligor upon the Notes and the Note Guarantee,
respectively.


 


Section 1.2.            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 such
certificates and opinions as may be required under Section 314(c) of
the Trust Indenture Act, each such certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and each such opinion stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with.  Each such certificate or
opinion shall be given in the form of an Officers’ Certificate, if to be given
by an Officer of the Company, or an Opinion of Counsel, if to be given by
counsel, and shall comply with the requirements of Section 314(c) of
the Trust Indenture Act and any other requirements set forth in this Indenture.


 


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 condition or covenant 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 or she has made such
examination or investigation as is necessary to enable him or her to express an
informed opinion as to whether or not such condition or covenant has been
complied with; and


 


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


 


Section 1.3.            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


 


10

















 


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 as 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 and form one instrument.


 


Section 1.4.            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 an agent duly appointed in
writing.  Except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are received by the Trustee in accordance with the provisions of
this Indenture 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 6.1) 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 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 his 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 which the
Trustee deems reasonably sufficient.


 


(c)           The
ownership of Notes shall be proved by references to the Register or in any
other reasonable manner which the Trustee deems sufficient.


 


11

















 


(d)           Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Note shall bind every future Holder of the same Note and
the holder of every Note 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 Note.


 


(e)           If the
Company shall solicit from the Holders any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company may, at its
option, by or pursuant to an Officers’ Certificate delivered to the Trustee,
fix in advance a record date (which shall not be more than 60 days prior to the
date of such solicitation) for the determination of Holders entitled to
give such request, demand, authorization, direction, notice, consent, waiver or
other Act in the circumstances permitted by the Trust Indenture Act, but the Company
shall have no obligation to do so.  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 Notes have authorized or
agreed or consented to such request, demand, authorization, direction, notice,
consent, waiver or other Act, and for that purpose the Outstanding Notes 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 clause
(a) of this Section 1.4 not later than six months after the record
date.  If not set by the Company with
respect to solicitations by the Company as described in this paragraph 1.4(e) or
by the Trustee pursuant to Section 1.13 prior to the first solicitation of
a Holder of Notes of such series made by any Person in respect of any such Act,
or, in the case of any such vote, prior to such vote, the record date for any
such Act or vote shall be the 30th day (or, if later, the date of
the most recent list of Holders required to be provided pursuant to Section 6.8)
prior to such first solicitation or vote, as the case may be.  With regard to any record date for an Act to
be taken by the Holders of one or more series of Notes, only the Holders of
Notes of such series on such date (or their duly designated proxies) shall
be entitled to give or take, or vote on, the relevant action.


 


Section 1.5.            Notices,
etc., to Trustee, Company, and Guarantor. 
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,


 


(a)           the
Trustee by any Holder, by the Company or by the Guarantor shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration,


 


(b)           the
Company by the Trustee, by the Guarantor 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 addressed to it at UAL Corporation, P.O. Box 66919, Chicago,
Illinois 60666, Attention: Treasurer, or at any other address previously
furnished in writing to the Trustee by the Company, or


 


(c)           the
Guarantor by the Trustee, by the Company or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in
writing


 


12

















 


and mailed, first-class postage prepaid, to the Guarantor addressed to
it at United Air Lines, Inc., 1200 East Algonquin Road, Elk Grove
Township, Illinois 60007, Attention: 
WHQLD: General Counsel , or at any other address previously furnished in
writing to the Trustee by the Guarantor.


 


Section 1.6.            Notice to
Holders; Waiver.  Where this
Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, registered mail, return receipt requested, to each such
Holder affected by such event, at its address as it appears in the Register,
not later than the latest date (if any), and not earlier than the earliest date
(if any), prescribed for the giving of such notice and, in those cases where
notice by publication is expressly permitted or expressly required by the terms
of this Indenture or the TIA, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if published once in an Authorized
Newspaper.


 


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 of Notes given as provided herein.  In any case where notice is given to any
Holder by publication pursuant to the express provisions of this Indenture
(unless otherwise herein expressly provided), neither the failure to publish
such notice, nor any defect in any notice so published, shall affect the
sufficiency of any notice by mail to other Holders of Notes given as provided
herein.  Any notice mailed to a Holder in
the manner herein prescribed shall be conclusively deemed to have been received
by such Holder, whether or not such Holder actually receives such notice.


 


If by reason of the suspension of regular mail service
or by reason of any other cause it shall be impracticable to give such notice
as provided above, then such notification as shall be made with the approval of
the Trustee shall constitute a sufficient notification for every purpose
hereunder.  If it is impossible or, in
the opinion of the Trustee, impracticable to give any notice by publication in
the manner herein required, then such publication in lieu thereof as shall be
made with the approval of the Trustee shall constitute a sufficient publication
of such notice.


 


Any request, demand, authorization, direction, notice,
consent or waiver required or permitted under this Indenture shall be in the
English language.


 


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
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.


 


Section 1.7.            Headings and
Table of Contents.  The Article and
Section headings herein, the cross-reference sheet and the Table of
Contents are for convenience only and are not intended to be considered a part
hereof and shall not affect the construction hereof.


 


Section 1.8.            Successors
and Assigns.  All covenants and
agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not. 
All covenants and agreements in this Indenture by the Guarantor shall
bind its successors and assigns, whether so expressed or not.


 


13

















 


Section 1.9.            Separability.  In case any provision of this Indenture or
the Notes 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 1.10.          Benefits
of Indenture.  Nothing in this
Indenture or in the Notes, expressed or implied, shall give to any Person,
other than the parties hereto and their successors hereunder and the Holders,
any benefit or any legal or equitable right, remedy or claim under this
Indenture.


 


Section 1.11.          Governing
Law.  THIS INDENTURE, THE NOTES AND
THE NOTE GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.  This Indenture is subject to the
Trust Indenture Act and if any provision hereof limits, qualifies, or conflicts
with a provision of the Trust Indenture Act that is required hereunder to be a
part of and govern this Indenture, 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, then such provision of the Trust Indenture Act shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.


 


Section 1.12.          Legal
Holidays.  In any case where any
Interest Payment Date, Redemption Date, or Stated Maturity of any principal of
any Note shall not be a Business Day, then payment of principal, 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 such date;
provided that no interest shall accrue on the amount so payable for the
period from and after such Interest Payment Date, Redemption Date, or Stated
Maturity, as the case may be.


 


Section 1.13.          Trustee
to Establish Record Dates.  The
Trustee may (or, at the request of Holders holding a majority in aggregate
principal amount of Notes, shall) fix a record date for the purpose of
determining the Holders entitled to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided in
this Indenture to be made, given or taken by Holders; provided that the record
date for any such action solicited by the Company shall be governed by Section 1.4(e).  If such a record date is fixed, the Holders
on such record date and only such Holders, shall be entitled to make, give or
take such request, demand, authorization, direction, notice, consent, waiver or
other action, whether or not such Holders remain Holders after such record
date.


 


Section 1.14.          Notes
Relative to Other Notes.  The 6%
Senior Notes shall be senior and prior in right of payment to the Employee
Notes and the 8% Contingent Notes and pari
passu in right of payment with the O’Hare Notes. The 6% Senior Notes
shall be junior in right of payment to the Existing Credit Facility, the
Company’s obligations under the Co-Branded Card Marketing Services Agreement,
dated as of July 1, 2001, among the Company, the Guarantor, Chase Bank
U.S.A., N.A. and various other parties, as amended (the “Co-Branded Card
Agreement”) and any other secured indebtedness of the Company, provided,
that the 6% Notes shall be pari passu
with the Existing Credit Facility, such obligations under the Co-Branded Card
Agreement and such other secured indebtedness of the Company to the extent of
any unsecured indebtedness thereunder. The 8% Contingent Notes shall be junior
in right of payment to the 6% Senior Notes,


 


14

















 


the Existing Credit Facility, the Company’s
obligations under the Co-Branded Card Agreement and the O’Hare Notes and pari passu in right of payment to the
Employee Notes referred to in clause (a) of the definition of “Employee
Notes” in Section 1.1. Except as otherwise provided above, the Notes and
the Note Guarantee shall be pari passu
in right of payment with all current and future senior unsecured debt of the
Company and the Guarantor, as the case may be, and senior in right of payment
to all current and future subordinated debt of the Company and the Guarantor,
as the case may be.


 


Section 1.15.          No
Personal Liability of Directors, Officers, Employees and Stockholders.  No past, present or future director, officer,
employee, incorporator or stockholder of the Company or the Guarantor, as such,
will have any liability for any obligations of the Company or the Guarantor
under the Notes, this Indenture, the Note Guarantee or for any claim based on,
in respect of, or by reason of, such obligations or their creation.  Each Holder of Notes by accepting a Note
waives and releases all such liability. 
The waiver and release are part of the consideration for issuance of the
Notes.  The waiver may not be effective
to waive liabilities under the federal securities laws.


 


Section 1.16.          Communication
by Holders with Other Holders.  Holders
of Notes may communicate pursuant to Section 312(b) of the TIA with
other Holders with respect to their rights under this Indenture or the
Notes.  The Company, the Trustee, the
Registrar and anyone else shall have the protection of Section 312(c) of
the TIA.


 


Section 1.17.          Company
Responsible for Making Calculations. 
Unless otherwise specified in this Indenture, the Company will be
responsible for making all calculations called for under this Indenture and the
Notes.  These calculations include, but
are not limited to, determination of the Market Value and the amount of accrued
and unpaid interest payable on the Notes. 
The Company will make these calculations in good faith, and, absent bad
faith or manifest error, these calculations will be final and binding on the
Holders.  Promptly after the calculation
thereof, the Company will provide to the Trustee an Officers’ Certificate
setting forth a schedule of its calculations, and the Trustee is entitled
to conclusively rely upon the accuracy of such calculations without independent
verification.  The Trustee will forward
the Company’s calculations to any Holder upon the request of such Holder.


 


ARTICLE 2



Security Forms


 


Section 2.1.            Forms
Generally.  The 6% Senior Notes shall
be substantially in the form of Exhibit A hereto and the 8%
Contingent Notes shall be substantially in the form of Exhibit B
hereto.  The Notes may have notations,
legends or endorsements required by law, stock exchange rule or depository
rule or usage.  The Company and the
Trustee shall approve the form of the Notes and any notation, legend or endorsement
thereon.  Each Note shall be dated the
date of its issuance and shall show the date of its authentication.


 


If temporary Notes of any series are issued as
permitted by Section 3.4, the temporary Notes shall be substantially in
the form of the definitive Notes, but may have variations that the Company,
with the consent of the Trustee, considers appropriate for temporary
Notes.  Without


 


15

















 


unreasonable delay, the
Company shall prepare and the Trustee shall authenticate and deliver the
definitive Notes in exchange for temporary Notes.


 


The Notes are issuable in global form pursuant to Section 2.3.  Otherwise, pursuant to Section 3.5, the
Notes may be issued in the form of certificated Notes in registered form
substantially in the form set forth in Exhibit A with respect to
the 6% Senior Notes and substantially in the form of Exhibit B with
respect to the 8% Contingent Notes.


 


The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Indenture and, to the
extent applicable, the Company, the Guarantor and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.


 


The permanent Notes shall be printed, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner, all as determined by the Officers executing such Notes, as
evidenced by their execution of such Notes.


 


Section 2.2.            Form of
Trustee’s Certificate of Authentication. 
The Trustee’s certificate of authentication shall be in substantially
the following form:


 


This is one of the Notes of a series issued under the
within-mentioned Indenture.


 


	
   

  	
  THE BANK OF NEW YORK TRUST

  COMPANY, N.A., not in its individual

  capacity but solely as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
         Authorized
  Signatory

  



 


Section 2.3.            Notes in
Global Form.  The Notes are issuable
in temporary or permanent global form substantially in the form of Exhibit A
with respect to the 6% Senior Notes or substantially in the form of Exhibit B
with respect to 8% Contingent Notes. 
Notwithstanding the provisions of Section 3.2, any Note issued in
global form shall represent such of the Outstanding Notes of such series as
shall be specified therein and may provide that it shall represent the
aggregate amount of Outstanding Notes from time to time endorsed thereon and
that the aggregate amount of Outstanding Notes represented thereby may from
time to time be reduced to reflect exchanges or redemptions of such Notes.  Any endorsement of a Note in global form to
reflect the amount of or any increase or decrease in the amount of Outstanding
Notes represented thereby, shall be made by the Trustee in such manner and upon
instructions given by such Person or Persons as shall be specified therein or
in the Company Order to be delivered to the Trustee pursuant to Section 3.3
or Section 3.4. Subject to the provisions of Section 3.3 and, if
applicable, Section 3.4, the Trustee shall deliver and redeliver any Note
in global form in the manner and upon instructions given by the Person or
Persons specified therein or in the applicable Company Order. Any instructions
by the Company with respect to endorsement or delivery or redelivery of a Note
in global form shall be in writing but need not comply with Section 1.2
hereof and need not be accompanied by an Opinion of Counsel.


 


16

















 


The provisions of the last paragraph of Section 3.3
shall apply to any Note in global form if such Note was never issued and sold
by the Company and the Company delivers to the Trustee the Note in global form
together with written instructions (which need not comply with Section 1.2
and need not be accompanied by an Opinion of Counsel) with regard to the
reduction in the principal amount of Notes represented thereby, together with
the written statement contemplated by the last paragraph of Section 3.3.


 


Section 2.4.            Global Note
Legend.  The following legend shall
appear on the face of all global Notes issued under this Indenture:


 


“UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
NOTES IN CERTIFICATED FORM, TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK (“DTC”), CEDE & CO. OR TO
A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE.  UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
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.”


 


Notwithstanding the provisions of Section 2.1 and
Section 3.7, payment of principal of, premium, if any, and interest on any
Note in permanent global form shall be made to the Person or Persons specified
therein.


 


ARTICLE 3



The Securities


 


Section 3.1.            Aggregate
Amounts; Issuance.


 


(a)           (i)            The
aggregate principal amount of 6% Senior Notes which may be authenticated and
delivered under this Indenture is $500,000,000, subject to increase as provided
in paragraph 1 of the 6% Senior Notes. 
The entire aggregate amount of $500,000,000 of the 6% Senior Notes will
be issued to or for the benefit of PBGC on the date of this Indenture.


 


(ii)           The
aggregate principal amount of 8% Contingent Notes which may be authenticated
and delivered under this Indenture is $500,000,000.  The 8% Contingent Notes may be issued to or
for the benefit of PBGC in up to eight tranches of $62,500,000 per
tranche.  Subject to Section 3.1(b),
such a tranche of 8% Contingent Notes shall be


 


17

















 


issued with respect to
each Trigger Date no later than 45 days following the end of any fiscal year
(starting with the fiscal year ending December 31, 2009 and ending with
the fiscal year ending December 31, 2017) in which such Trigger Date
occurs (each such date, an “Issuance Date”). 
Promptly, but in any event within 10 days, upon the occurrence of a
Trigger Date, the Company shall notify the Trustee in writing of such
occurrence and of the corresponding Issuance Date.  Notwithstanding the foregoing, no more than
two tranches of 8% Contingent Notes consisting of $62,500,000 each may be
issued upon any Issuance Date.


 


(b)           Notwithstanding
paragraph (a)(ii) above, if the issuance of a full tranche of
additional 8% Contingent Notes would cause a default under documentation
relating to any securities of the Company existing as of the relevant Issuance
Date with respect to such tranche, then on such Issuance Date the Company may
issue to or for the benefit of PBGC freely tradeable Common Stock having a
Market Value as of the close of business on the Business Day immediately
preceding such Issuance Date of $62,500,000 in lieu of the tranche of 8%
Contingent Notes that otherwise would be issued.  However, the Company shall not agree to provisions
in the documentation of any securities existing at the time that explicitly
prohibit or are intended effectively to prohibit the issuance of 8% Contingent
Notes.


 


(c)           If the
Notes are issued in whole or in part in temporary or permanent global form, the
Company shall notify the Trustee and each of the Holders of the initial
Depositary for such Notes.


 


(d)           All Notes
of any one series shall be substantially identical except as to denomination,
Stated Maturity (in the case of the 8% Contingent Notes) and the date from
which interest, if any, shall accrue. 
All Notes of any one series need not be issued at the same time and,
unless otherwise provided, a series may be reopened, without the consent of the
Holders, for issuances of additional Notes of such series in accordance with
the terms of this Indenture.


 


Section 3.2.            Denominations.  Any Notes shall be issuable in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof.


 


Section 3.3.            Execution,
Authentication, Delivery and Dating. 
The Notes shall be executed on behalf of the Company by the Chairman,
President, Chief Executive Officer or Chief Financial Officer under its
corporate seal reproduced thereon and attested to by the Secretary or any
Assistant Secretary of the Company.  The
signatures of such Officers on the Notes may be manual or facsimile.  The Notes 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 Notes or did not hold such offices at the date of such Notes.


 


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


 


18

















 


Prior to the issuance of Notes of any series after the
date of this Indenture, the Trustee shall receive and (subject to Section 6.1)
shall be fully protected in relying upon an Opinion of Counsel complying with Section 1.2
which shall also state:


 


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


 


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


 


(iii)          that
such Notes, when authenticated and delivered by the Trustee and issued by the
Company in the manner and subject to any conditions specified in such Opinion
of Counsel, will constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms, subject to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to
or affecting the enforcement of creditors’ rights and to general equity
principles;


 


(iv)          that the
Note Guarantee attached to such Notes will constitute the valid and legally
binding obligation of the Guarantor, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting the enforcement of creditors’ rights and
to general equity principles;


 


(v)           that all
laws and requirements in respect of the execution and delivery by the Company
of the Notes and the execution and delivery by the Guarantor of the Note
Guarantee have been complied with; and


 


(vi)          such other
matters as the Trustee may reasonably request.


 


If the Notes of a series are to be issued in whole or
in part in global form, then the Company shall execute and the Trustee shall,
in accordance with this Section and the Company Order with respect to such
series, authenticate and deliver one or more Notes in global form that (i) shall
represent and shall be denominated in an amount equal to the aggregate
principal amount of the Outstanding Notes of such series to be represented by
such Note in global form, (ii) shall be registered in the name of the
Depositary for such Note or Notes in global form or the nominee of such
Depositary and (iii) shall be delivered by the Trustee to such Depositary
or pursuant to such Depositary’s instruction.


 


Each Depositary designated by the Company for a Note
in global form must, at the time of its designation and at all times while it
serves as Depositary, be a clearing agency registered under the Securities
Exchange Act and any other applicable statute or regulation.  The Trustee shall have no responsibility to
determine if the Depositary is so registered. 
Each Depositary shall enter into an agreement with the Trustee governing
the respective duties and rights of such Depositary and the Trustee with regard
to Notes issued in global form.


 


No Note shall be entitled to any benefits under this
Indenture or be valid or obligatory for any purpose until authenticated by the
manual signature of one of the authorized signatories of the Trustee or an
Authenticating Agent.  Such signature
upon any Note shall be conclusive


 


19

















 


evidence and the only
evidence, that such Note has been duly authenticated and delivered under this
Indenture and is entitled to the benefits of this Indenture.


 


Notwithstanding the foregoing, if any Note shall have
been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Note to the Trustee for
cancellation as provided in Section 3.9 together with a written statement
(which need not comply with Section 1.2 and need not be accompanied by an
Opinion of Counsel) stating that such Note has never been issued and sold by
the Company, for all purposes of this Indenture such Note shall be deemed never
to have been authenticated and delivered hereunder and shall not be entitled to
the benefits of this Indenture.


 


Section 3.4.            Temporary
Notes.  Pending the preparation of
definitive Notes of any series, the Company may execute and, upon Company
Order, the Trustee shall authenticate and deliver temporary Notes of such
series which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor and form
of the definitive Notes in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
Officers executing such Notes may determine, as conclusively evidenced by their
execution of such Notes. In the case of Notes of any series, such temporary
Notes may be in global form.


 


Except in the case of temporary Notes in global form,
each of which shall be exchanged in accordance with the provisions thereof, if
temporary Notes of any series are issued, the Company will cause permanent
Notes of such series to be prepared without unreasonable delay.  After preparation of such permanent Notes of
such series, the temporary Notes of such series shall be exchangeable for such permanent
Notes of such series of like tenor upon surrender of the temporary Notes of
such series at the office or agency of the Company pursuant to Section 9.2
in a Place of Payment for such series, without charge to the Holder.  Upon surrender for cancellation of any one or
more temporary Notes of any series, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of
permanent Notes of the same series of authorized denominations and of like tenor.  Until so exchanged, the temporary Notes of
any series shall in all respects be entitled to the same benefits under this
Indenture as permanent Notes of such series.


 


Section 3.5.            Registration,
Registration of Transfer and Exchange. 
The Company shall cause to be kept at one of its offices or agencies to
be maintained in accordance with Section 9.2 in a Place of Payment a
register (the “Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of Notes
and the registration of transfers and exchanges of Notes.  The Trustee is hereby appointed as the
initial “Registrar” for the purpose of registering Notes and transfers and
exchanges of Notes as herein provided.


 


Upon surrender for registration of transfer of any
Note of any series at the office or agency maintained pursuant to Section 9.2
in a Place of Payment for that series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees one or more new Notes of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor.


 


20

















 


At the option of the Holder, Notes of any series
(except a Note in global form) may be exchanged for other Notes of the
same series, of any authorized denominations and of a like aggregate principal
amount containing identical terms and provisions, upon surrender of the Notes
to be exchanged at such office or agency. 
Whenever any Notes are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Notes which the
Holder making the exchange is entitled to receive.


 


Notwithstanding any other provision (other than the
provisions set forth in the sixth and seventh paragraphs of this Section) of
this Section, unless and until it is exchanged in whole or in part for Notes in
certificated form, a Note in global form representing all or a portion of the
Notes of a series may not be transferred except as a whole by the Depositary
for such series to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor Depositary for such series or a
nominee of such successor Depositary.


 


If at any time the Depositary for the Notes of a
series notifies the Company that it is unwilling or unable to continue as Depositary
for the Notes of such series or if at any time the Depositary for the Notes of
such series shall no longer be eligible under Section 3.3, the Company
shall appoint a successor Depositary with respect to the Notes of such series.  If a successor Depositary for the Notes of
such series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company shall
execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of certificated Notes of such series of like tenor, shall
authenticate and deliver Notes of such series of like tenor in certificated
form, in authorized denominations and in an aggregate principal amount equal to
the principal amount of the Note or Notes of such series of like tenor in
global form in exchange for such Note or Notes in global form.


 


The Company may at any time in its sole discretion
determine that Notes of a series issued in global form shall no longer be
represented by such Notes in global form. 
In such event the Company shall execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of certificated Note or
Notes of such series of like tenor, shall authenticate and deliver, Notes of
such series of like tenor in certificated form, in authorized denominations and
in an aggregate principal amount equal to the principal amount of the Note or
Notes of such series of like tenor in global form in exchange for such Note or
Notes in global form.


 


The Depositary may surrender a Note in global form in
exchange in whole or in part for Notes of such series in certificated form on
such terms as are acceptable to the Company and such Depositary.  Thereupon, the Company shall execute, and the
Trustee shall authenticate and deliver, without service charge,


 


(i)            to
each Person specified by such Depositary a new certificated Note or Notes of
the same series of like tenor, of any authorized denomination as requested by
such Person in aggregate principal amount equal to and in exchange for such
Person’s beneficial interest in the Note in global form; and


 


21

















 


(ii)           to
such Depositary a new Note in global form of like tenor in a denomination equal
to the difference, if any, between the principal amount of the surrendered Note
in global form and the aggregate principal amount of certificated Notes
delivered to Holders thereof.


 


Upon the exchange of a Note in global form for Notes
in certificated form, such Note in global form shall be cancelled by the
Trustee.  Notes in certificated form
issued in exchange for a Note in global form pursuant to this
Section shall be registered in such names and in such authorized denominations
as the Depositary for such Note in global form, pursuant to instructions from
its direct or indirect participants or otherwise, shall instruct the
Trustee.  The Trustee shall deliver such
Notes to the Persons in whose names such Notes are so registered.


 


Whenever any Notes are surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Notes which the Holder making the exchange is entitled to receive.


 


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


 


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


 


No service charge shall be made to a Holder for any
registration of transfer or for any exchange of Notes, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration or transfer or
exchange of Notes, other than exchanges pursuant to Section 3.4 or
Section 10.6 not involving any transfer.


 


The Company shall not be required (i) to issue,
register the transfer of, or exchange any Notes for a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Notes of that series selected for redemption under Section 10.3
and ending at the close of business on the day of such mailing; or (ii) to
register the transfer of or exchange any Note so selected for redemption, in
whole or in part, except the unredeemed portion of any Note being redeemed in
part.


 


Section 3.6.            Replacement
Notes.  If a mutilated Note is
surrendered to the Trustee, together with such security or indemnity as may be
required by the Company or the Trustee to save each of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver a
replacement Note of the same series, principal amount and Stated Maturity, if
the Trustee’s requirements are met.


 


If there shall be delivered to the Company and the
Trustee (i) evidence to their satisfaction of the destruction, loss or
theft of any Note and (ii) such security or indemnity as may be required
by them to save each of them and any agent of either of them harmless, then, in


 


22

















 


the absence of notice to
the Company or the Trustee that such Note has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver in lieu of any such destroyed, lost or stolen Note, a replacement Note
of the same series, principal amount and Stated Maturity containing identical
terms and provisions and bearing a number not contemporaneously outstanding.


 


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


 


Upon the issuance of any new Note under this Section,
the Company may require the payment of a sum sufficient to cover any tax or
other 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 Note of any series issued pursuant to this
Section in lieu of any destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes of that series 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
Notes.


 


Section 3.7.            Payment
of Interest; Interest Rights Preserved.


 


(a)           Interest,
if any, on any Note 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
that Note (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
maintained for such purpose pursuant to Section 9.2; provided, however,
that, at the option of the Company, interest on any series of Notes may be paid
(i) by check (or, in the case of the 6% Senior Notes, on any Interest
Payment Date on or prior to December 31, 2011, by Common Stock having a
Market Value as of the close of business on the Business Day immediately
preceding the relevant Interest Payment Date equal to the amount of interest
not paid by check or wire transfer or by additional 6% Senior Notes in
aggregate principal amount equal to the amount of interest not paid by check or
wire transfer, in each case in accordance with the terms of this Indenture and
the 6% Senior Notes) mailed to the address of the Person entitled thereto
as it shall appear on the Register of Holders of Notes of such series or
(ii) in cash, by wire transfer to an account maintained by the Person
entitled thereto as specified in the Register of Holders of Notes of such
series (but in any case if such amounts are to be paid by the Trustee or the
Paying Agent, such amounts must be received by the Trustee or the Paying Agent
no later than 10:00 a.m., New York City time, on the scheduled date of
such payment in immediately available funds and designated for and sufficient
to pay all interest, if any, on the Notes of such series then due).


 


23

















 


(b)           Any
interest on any Note of any series which is payable, but is not punctually paid
or duly provided for in accordance with Section 3.7(a) on any
Interest Payment Date (herein called “Defaulted Interest”) shall forthwith
cease to be payable to the Holder on the relevant Regular Record Date by virtue
of having been such Holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in clause (1) or
(2) below:


 


(1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Notes of such series (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 Note of such series and the date of the proposed payment, and at the
same time, the Company shall deposit with the Trustee no later than
10:00 a.m., New York City time, on the Special Record Date an amount of
money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause (1) 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 fewer than 10 days prior to the date of the proposed
payment and not fewer 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
mailed, first-class postage prepaid, to each Holder of Notes of such series at
its address as it appears in the Register, not fewer 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 mailed, such Defaulted Interest shall be paid to the
Persons in whose names the Notes of such series (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
clause (2).


 


(2)           The
Company may make payment of any Defaulted Interest to the Persons in whose
names the Notes of such series (or their respective Predecessor
Securities) are registered at the close of business on a specified date in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which such Notes may be listed, and upon such notice as
may be required by such exchange, if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this clause (2), such manner of
payment shall be deemed practicable by the Trustee.


 


(c)           Subject to
the foregoing provisions of this Section 3.7 and Section 3.5, each
Note delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Note shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Notes.


 


Section 3.8.            Persons
Deemed Owners.  Prior to due
presentment of any Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee


 


24

















 


may treat the Person in whose name such Note is
registered as the owner of such Note for the purpose of receiving payment of
principal of, premium, if any, and (subject to Section 3.7) interest on
such Note and for all other purposes whatsoever, whether or not such Note be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.


 


None of the Company, the Trustee or any agent of the
Company or the Trustee shall have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests of a Note in global form, or for maintaining supervising or
reviewing any records relating to such beneficial ownership interests.  Notwithstanding the foregoing, with respect
to any Note in global form, nothing herein shall prevent the Company or the
Trustee, or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by any Depositary
(or its nominee), as a Holder, with respect to such Note in global form or
impair, as between such Depositary and owners of beneficial interests in such
Note in global form, the operation of customary practices governing the
exercise of the rights of such Depositary (or its nominee) as Holder of
such Note in global form.


 


Section 3.9.            Cancellation.  All Notes surrendered for payment, redemption
or registration of transfer or exchange shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and, upon receipt, shall be
promptly cancelled by it.  The Company at
any time may deliver Notes previously authenticated and delivered hereunder which
the Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or any other Person for delivery to the Trustee, on its
behalf) for cancellation any Notes previously authenticated hereunder
which the Company has not issued and sold, and all Notes so delivered shall be
promptly cancelled by the Trustee.  No
Notes shall be authenticated in lieu of or in exchange for any Notes cancelled
as provided in this Section, except as expressly permitted by this Indenture.  All cancelled Notes held by the Trustee shall
be disposed of as directed by a Company Order at the sole expense of the
Company.


 


Section 3.10.          Computation
of Interest.  Interest on any Notes
shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 3.11.          CUSIP
Numbers. The Company in issuing the Notes may use “CUSIP” numbers (if then
generally in use), and, if so, the Trustee shall use “CUSIP” numbers (in
addition to the other identification numbers printed on the Notes)in notices of
redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption
and that reliance may be placed only on the other identification numbers
printed on the Notes, and any such redemption shall not be affected by any
defect in or omission of such numbers.


 


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ARTICLE 4



Satisfaction, Discharge and Defeasance


 


Section 4.1.            Termination
of Company’s Obligations Under the Indenture.  This Indenture shall upon Company Request
cease to be of further effect with respect to Notes of any series (except as to
any surviving rights of registration of transfer or exchange of such Notes as
herein expressly provided for) and the Trustee, at the cost and expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to such Notes (the Company, however,
hereby agreeing to reimburse the Trustee for any costs and expenses thereafter
incurred by the Trustee in connection with this Indenture or the
Notes) when


 


(1)           either


 


(A)          all
such Notes previously authenticated and delivered (other than (i) such
Notes which have been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 3.6, and (ii) such Notes for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 9.3) have been delivered to the
Trustee for cancellation; or


 


(B)           all
Notes of such series not theretofore delivered to the Trustee for cancellation


 


(i)            have
become due and payable, or


 


(ii)           will
become due and payable at their Stated Maturity within one year, or


 


(iii)          if
redeemable at the option of the Company, are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company;


 


and the Company or the Guarantor, in the case of (i),
(ii) or (iii) above, has deposited irrevocably or caused to be
deposited irrevocably with the Trustee as trust funds in trust, which shall be
immediately due and payable, for the purpose an amount sufficient to pay and
discharge the entire indebtedness on such Notes not theretofore delivered to
the Trustee for cancellation, for principal, premium, if any, and interest to
the date of such deposit (in the case of Notes which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be provided,
however, that there shall not exist on the date of such deposit a
Default or Event of Default; provided, further, that such deposit
shall not result in a breach or violation of, or constitute a Default under
this Indenture or a default under any other agreement or instrument to which
the Company or the Guarantor is a party or to which the Company or the
Guarantor is bound;


 


26

















 


(2)           the
Company or the Guarantor has paid or caused to be paid all other sums payable
hereunder by the Company; 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 as to such series
have been complied with.


 


Notwithstanding the satisfaction and discharge of this
Indenture, the obligation of the Company to the Trustee and any predecessor
Trustee under Section 6.9, the obligations of the Company to any
Authenticating Agent under Section 6.14 and, if money shall have been
deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations under Sections 3.3,
3.5, 3.6, 3.10, and 4.2, the last paragraph of Section 9.3 and
Article 5 as it relates to the above-mentioned Sections and Articles shall
survive until the Notes have been indefeasibly paid in full; provided, however,
that the Company shall reimburse the Trustee for any costs and expenses
incurred by the Trustee in connection with effectuating the provisions of
Sections 4.2 and 9.3.


 


Section 4.2.            Application
of Trust Funds.  Subject to the
provisions of the last paragraph of Section 9.3, all money deposited with
the Trustee pursuant to Section 4.1 shall be held in trust and applied by
it, in accordance with the provisions of the Notes 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, premium, if any, and any interest
for whose payment such money has been deposited with or received by the
Trustee, but such money need not be segregated from other funds except to the
extent required by law.


 


Section 4.3.            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 Notes of any series and the Note
Guarantee related to such Notes, elect to have Section 4.4 (if applicable)
or Section 4.5 (if applicable) be applied to such Outstanding Notes
of such series and the Note Guarantee related to such Notes upon compliance
with the conditions set forth below in this Article 4.


 


Section 4.4.            Defeasance
and Discharge.  Upon the Company’s
exercise of the option specified in Section 4.3 applicable to this
Section with respect to the Notes of a series, the Company and the
Guarantor shall be deemed to have been discharged from their obligations with
respect to such Notes of such series and the Note Guarantee related to such
Notes on and after the date the conditions set forth in Section 4.6 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 such Notes
and the Note Guarantee related to such Notes which shall thereafter be deemed
to be “Outstanding” only for the purposes of Section 4.7 and the other Sections
of this Indenture referred to in clause (ii) of this Section, and to have
satisfied all its other obligations under such Notes, such Note Guarantee and
this Indenture insofar as such Notes and such Note Guarantee are concerned (and
the Trustee, at the cost and expense of the Company, shall on Company Order
execute proper instruments acknowledging the same), except the following which
shall survive until otherwise terminated or discharged hereunder: (i) the


 


27

















 


rights of Holders of Outstanding Notes of such series
to receive, solely from the trust funds described in
Section 4.6(a) and as more fully set forth in such Section, payments
in respect of the principal of, premium, if any, and interest, if any, on such
Notes when such payments are due; (ii) the Company’s obligations with
respect to such Notes under Section 3.4, Section 3.5,
Section 3.6, Section 9.2 and Section 9.3 and such obligations as
shall be ancillary thereto; (iii) the rights, powers, trusts, duties and
immunities of the Trustee hereunder; and (iv) this Article 4.  Subject to compliance with this
Article 4, the Company may exercise its option under this
Section notwithstanding the prior exercise of its option under
Section 4.5 with respect to such Notes and the Note Guarantee related to
such Notes.  Following a defeasance,
payment of such Notes may not be accelerated because of an Event of Default.


 


Section 4.5.            Covenant
Defeasance.  Upon the Company’s
exercise of the option specified in Section 4.3 applicable to this
Section with respect to any Notes of a series, the Company shall be
released from its obligations under Section 7.1 and Section 9.5 with
respect to such Notes and the Note Guarantee related to such Notes on and after
the date the conditions set forth in Section 4.6 are satisfied
(hereinafter, “covenant defeasance”), and such Notes shall thereafter be deemed
to be not “Outstanding” for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with Section 7.1 and Section 9.5 but shall continue to be
deemed “Outstanding” for all other purposes hereunder.  For this purpose, such covenant defeasance
means that, with respect to such Notes, 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 Section, whether directly or indirectly, by reason of any
reference elsewhere herein to any such Section or such other covenant or
by reason of reference in any such Section or such other covenant 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 5.1(4) or otherwise, as the case may be, but, except as specified
above, the remainder of this Indenture and such Notes and the Note Guarantee
related to such Notes shall be unaffected thereby.


 


Section 4.6.            Conditions
to Defeasance or Covenant Defeasance. 
The following shall be the conditions to application of Section 4.4
or Section 4.5 to any Notes of a series:


 


(a)           The
Company shall have deposited or caused to be deposited irrevocably with the
Trustee (or another trustee satisfying the requirements of Section 6.11
who shall agree to comply with, and shall be entitled to the benefits of, the
provisions of Section 4.3 through Section 4.8 inclusive and the last
paragraph of Section 9.3 applicable to the Trustee, for purposes of such
Sections also a “Trustee”) as trust funds in trust for the purpose of
making the payments referred to below, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of such Notes, with
instructions to the Trustee as to the application thereof, (A) cash in
United States dollars in an amount or (B) non-callable Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide, not later than one day
before the due date of any payment, cash in United States dollars in an amount
or (C) a combination of cash in United States dollars and non-callable
Government Obligations in an amount, sufficient, in each case, in the opinion
of a nationally recognized firm of independent certified public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee to pay and discharge,
the principal of, premium, if any, and interest, if any, on such Notes on the
Maturity


 


28

















 


of such principal or installment of principal or interest on the day on
which such payments are due and payable in accordance with the terms of this
Indenture and such Notes.  Before such a
deposit the Company may make arrangements satisfactory to the Trustee for the
redemption of Notes at a future date or dates in accordance with
Article 10 which shall be given effect in applying the foregoing.


 


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


 


(c)           In the
case of an election under Section 4.4, the Company shall have delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case in
form and substance reasonably satisfactory to the Trustee, stating that
(i) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling, or (ii) since the date of execution 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 such Notes 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 amount and in the same manner and at
the same times, as would have been the case if such deposit, defeasance and
discharge had not occurred.


 


(d)           In the
case of an election under Section 4.5, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of such Notes
will not recognize income, gain or loss for Federal income tax purposes as a
result of such deposit and 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.


 


(e)           The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, in each case in form and substance reasonably satisfactory
to the Trustee, each stating that all conditions precedent to the defeasance
under Section 4.4 or the covenant defeasance under Section 4.5 (as
the case may be) have been complied with and an Opinion of Counsel to the
effect that either (i) as a result of a deposit pursuant to
subsection (a) above and the related exercise of the Company’s option
under Section 4.4 or Section 4.5 (as the case may be), registration
is not required under the Investment Company Act of 1940, as amended, by the
Company, with respect to the trust funds representing such deposit or by the trustee
for such trust funds or (ii) all necessary registrations under said act
have been effected.


 


(f)            The
Company shall have delivered to the Trustee an Officers’ Certificate, in form
and substance reasonably satisfactory to the Trustee, stating that it has been
informed by the relevant securities exchange(s) that the Notes, if then listed
on any such securities exchange, will not be delisted as a result of such
deposit.


 


(g)           No Default
or Event of Default with respect to the Notes of any series shall have occurred
and be continuing (A) on the date of such deposit or (B) insofar as
Section 5.1(5) and Section 5.1(6) are concerned, at any
time during the period ending on the 121st day after the date of
such deposit or, if longer, ending on the day following the expiration of the
longest preference


 


29

















 


period applicable to the Company in respect of such deposit (it being
understood that the condition in this condition shall not be deemed satisfied
until the expiration of such period).


 


(h)           Such
defeasance or covenant defeasance shall not (A) cause the Trustee for the
Notes of such series to have a conflicting interest as defined in
Section 6.12 or for purposes of Section 310(b) of the Trust
Indenture Act with respect to any securities of the Company or (B) result
in the trust arising from such deposit to constitute, unless it is qualified
as, a regulated investment company under the Investment Company Act of 1940, as
amended.


 


Section 4.7.            Deposited
Money and Government Obligations to Be Held in Trust.  Subject to the provisions of the last
paragraph of Section 9.3, all money and non-callable Government
Obligations (including the proceeds thereof) deposited with the Trustee
pursuant to Section 4.6 in respect of any Notes of any series shall be
held in trust and applied by the Trustee, in accordance with the provisions of
such Notes 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 Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, if
any, but such money need not be segregated from other funds except to the
extent required by law.


 


The Company shall indemnify the Trustee against any
tax, fee or other charge, cost or expense imposed on or assessed against the
money or non-callable Government Obligations deposited pursuant to
Section 4.7 or the principal and interest received in respect thereof.


 


Anything herein to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or non-callable Government Obligations held by it as provided
in this Section 4.7 which, in the opinion of a nationally recognized firm
of independent public accountants satisfactory to the Trustee (including,
without limitation, compliance with any applicable Financial Accounting
Standards Board or Commission pronouncements, rules and regulations and computations
set forth therein) 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.


 


Section 4.8.            Reinstatement.  If the Trustee or the Paying Agent is unable
to apply any money in United States dollars or non-callable Government
Obligations in accordance with Section 4.4 or Section 4.5 by reason
of any order or judgment or any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company’s
obligations under the Notes of such series shall be revived and reinstated as
though no deposit had occurred pursuant to this Article 4 until such time
as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 4.4 or Section 4.5; provided, however,
that if the Company makes any payment of principal of (and premium, if
any) or interest on any such Notes following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or the Paying Agent.


 


30

















 


ARTICLE 5



Defaults and Remedies


 


Section 5.1.            Events
of Default.  An “Event of Default”
occurs with respect to the Notes of any series if (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)           the Company or the
Guarantor, defaults in the payment of interest on any Note of that series when
the same becomes due and payable and such Default continues for a period of 30
days;


 


(2)           the Company or the
Guarantor defaults in the payment of the principal of or any premium on any
Note of that series when the same becomes due and payable at its Maturity or on
redemption or otherwise, when and as due by the terms of the Notes of that
series;


 


(3)           the Company fails to
provide notice of a Change in Ownership or a Fundamental Change pursuant to
Section 10.8 to the Trustee and each Holder;


 


(4)           the Company or the
Guarantor defaults in the performance of, or breaches, any covenant or warranty
of the Company or the Guarantor in this Indenture with respect to any Note of
that series or Note Guarantee related to such Notes, as the case may be (other
than a covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section 5.1 specifically dealt with), and such Default
or breach continues for a period of 60 days after there has been given, by
registered or certified mail, to the Company and the Guarantor by the Trustee
or to the Company, the Guarantor and the Trustee by the Holders of at least 25%
in aggregate principal amount of the Outstanding Notes of that series, a
written notice specifying such Default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder;  provided, however, that if the
Company defaults in the performance of, or breaches, any covenant or warranty
of the Company contained in Article 7, Section 9.6, Section 9.8
or Section 9.11, such Default will be an Event of Default immediately,
without any action by the Holders;


 


(5)           the Company or the
Guarantor pursuant to or within the meaning of any Bankruptcy Law
(A) commences a voluntary case or proceeding, (B) consents to the
entry of an order for relief against it in an involuntary case or proceeding or
the commencement of any case against it, (C) consents to the appointment
of a Custodian of it or for all or substantially all of its property, or
(D) makes a general assignment for the benefit of its creditors;


 


(6)           a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that
(A) is for relief against the Company or the Guarantor in an involuntary
case or proceeding, or adjudicates the Company or the Guarantor insolvent or
bankrupt, (B) appoints a Custodian of the Company or the Guarantor for all
or


 


31

















 


substantially all
of its respective property, or (C) orders the winding up or liquidation of
the Company or the Guarantor; and in each case the order or decree remains
unstayed and in effect for 60 days; or


 


(7)           the Note Guarantee
ceases to be in full force and effect or is declared null and void or the
Guarantor denies that it has any further liability under the Note Guarantee, or
gives notices to such effect (other than by reason of the termination of this
Indenture or the release of any such Note Guarantee in accordance with this
Indenture), and such condition shall have continued for a period of 30 days
after written notice of such failure requiring the Guarantor or the Company to
remedy the same shall have been given to the Company by the Trustee or the
Company and the Trustee by the Holders of 25% in the aggregate principal amount
at maturity of the Notes Outstanding. 
For purposes of clarification, this 30-day grace period is in place of
and not in addition to the 60-day grace period in
Section 5.1(4) above.


 


Section 5.2.            Acceleration;
Rescission and Annulment.  If an
Event of Default with respect to the Notes of any series at the time
Outstanding (other than an Event of Default specified in Sections
5.1(5) and 5.1(6)) occurs and is continuing, the Trustee or the Holders of
at least 25% in aggregate principal amount of all of the Outstanding Notes of
that series, by written notice to the Company (and, if given by the Holders, to
the Trustee), may declare the principal of and premium, if any, accrued and
unpaid interest on, and all other amounts due with respect to all the Notes of
that series to be due and payable and upon any such declaration such principal,
premium, interest and other amounts shall be immediately due and payable.  In case an Event of Default specified in
Sections 5.1(5) or 5.1(6) occurs and is continuing, the principal of,
premium, if any, accrued and unpaid interest on, and all other amounts with
respect to the Notes shall be automatically due and payable immediately without
any declaration or other act on the part of the Trustee or the Holders.


 


At any time after a declaration of acceleration under
the first sentence of the immediately preceding paragraph with respect to Notes
of any series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this
Article 5 provided, the Holders of a majority in aggregate principal
amount of the Outstanding Notes of that series, by written notice to 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 installments of interest on all Outstanding Notes of such series,


 


(B)           the
principal of (and premium, if any, on, and all other amounts due with respect
to) any Outstanding Notes of such series which have become due otherwise than
by such declaration of acceleration and interest thereon at the rate borne by
the Notes of such series,


 


32

















 


(C)           to
the extent that payment of such interest is lawful, interest upon overdue
installments of interest at the rate specified in the Notes of such series, 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


 


(2)           all existing Defaults
and Events of Default with respect to Notes of that series, other than the
non-payment of the principal of and premium, if any, on, and other amounts due
with respect to the Notes of that series which have become due solely by such
declaration of acceleration, have been cured or waived as provided in
Section 5.7.  No such rescission
shall affect any subsequent Default or impair any right consequent thereon.


 


Section 5.3.            Collection
of Indebtedness and Suits for Enforcement by Trustee.  The Company covenants that if


 


(1)           default is made in the
payment of any interest on any Note when such interest becomes due and payable
and such default continues for a period of 30 days, or


 


(2)           default is made in the
payment of the principal of (or premium, if any, on) any Notes at the Maturity
thereof or on redemption or otherwise, when and as due by the terms of that
Note,


 


the Company will, upon demand of the Trustee, pay to
it, for the benefit of the Holders of such Notes, the whole amount then due and
payable on such Notes for principal, premium, if any, and interest with
interest on any overdue principal, premium, if any, and, to the extent that
payment of such interest shall be legally enforceable, on any overdue interest,
at the rate or rates prescribed therefor in such Notes 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 amount forthwith upon
such demand, the Trustee, in its own name and as trustee of an express trust,
may institute a judicial proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company, the Guarantor or any other obligor upon
the Notes and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company, the Guarantor or any
other obligor upon the Notes, wherever situated.


 


If an Event of Default with respect to Notes of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Notes of such
series 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.


 


33

















 


Section 5.4.            Trustee
May File Proofs of Claim.  In
case of any judicial proceeding directly involving the Company (or the
Guarantor or any other obligor upon the Notes), its property or its creditors
acting as such, the Trustee shall be entitled and empowered, by intervention in
such proceeding or otherwise, to take any and all actions authorized under
Section 317(a)(2) of the Trust Indenture Act or otherwise in order to
have claims of the Holders and the Trustee allowed in any such proceeding.  In particular, the Trustee shall be
authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any Custodian in
any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.9.


 


No provision of this Indenture 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 Notes 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 5.5.            Trustee
May Enforce Claims Without Possession of Notes.  All rights of action and claims under this
Indenture or the Notes may be prosecuted and enforced by the Trustee without
the possession of any of the Notes or the production thereof in any proceeding
relating thereto.  Any such proceeding
instituted by the Trustee shall be brought in its own name 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, its agents and counsel, be for the ratable benefit of the Holders
of the Notes in respect of which such judgment has been recovered.


 


Section 5.6.            Delay
or Omission Not Waiver.  No delay or
omission by the Trustee or any Holder of any Notes to exercise any right or
remedy accruing upon an Event of Default shall impair any such right or remedy
or constitute a waiver of or acquiescence in any such Event of Default.  Every right and remedy given by this
Article 5 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 5.7.            Waiver
of Past Defaults.  The Holders of a
majority in aggregate principal amount of Outstanding Notes of any series by
notice to the Trustee may waive on behalf of the Holders of all Notes of such
series a past Default or Event of Default with respect to that series and its
consequences except (i) a Default or Event of Default in the payment of
the principal of, premium, if any, or interest on any Note of such series or
(ii) in respect of a covenant or provision hereof which pursuant to
Section 8.2 cannot be amended or modified without the consent of the Holder
of each Outstanding Note of such series adversely affected. Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture, but no such waiver shall extend to any subsequent or other Default
or Event of Default or impair any right consequent thereon.  The Company shall deliver to the Trustee an
Officers’ Certificate stating that the requisite percentage of Holders have
consented to such waiver and attach copies of such consents.  In case


 


34

















 


of any such waiver, the Company, the Trustee and the
Holders shall be restored to their former positions and rights hereunder and
under the Notes, respectively.


 


Section 5.8.            Control
by Majority.  The Holders of a
majority in aggregate principal amount of the Outstanding Notes of each series
affected (with each such series voting as a class) 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 it with
respect to Notes of that series; provided, however, that the
Trustee may refuse to follow any direction that (i) conflicts with law or
this Indenture, (ii) is (in the Trustee’s reasonable
judgment) prejudicial to the rights of another Holder or the Trustee or
(iii) in the Trustee’s reasonable judgment, may involve the Trustee in
personal liability (unless the Trustee is offered indemnity, reasonably satisfactory
to it, against the costs, expenses and liabilities the Trustee may incur to
comply with such direction). 
Notwithstanding the foregoing, the Trustee may take any other action
deemed proper by the Trustee which is not inconsistent with any such direction.


 


Section 5.9.            Limitation
on Suits by Holders.  No Holder of
any Note of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment
of a Custodian, or for any other remedy hereunder, unless:


 


(1)           the Holder has
previously given written notice to the Trustee of a continuing Event of Default
with respect to the Notes of that series;


 


(2)           the Holders of at least
25% in aggregate principal amount of the Outstanding Notes of that series have
made a written request to the Trustee to institute proceedings in respect of
such Event of Default in its own name as Trustee hereunder;


 


(3)           such Holder or Holders
have offered to the Trustee reasonable indemnity and security against any loss,
liability or expense to be, or which may be, incurred by the Trustee in
complying with such request;


 


(4)           the Trustee for 60 days
after its receipt of such notice, request and the offer of indemnity has failed
to institute any such proceedings; and


 


(5)           during such 60-day
period, the Holders of a majority in aggregate principal amount of the
Outstanding Notes of that series have not given to the Trustee a direction
inconsistent with such written request.


 


No one or more Holders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice, the rights of any other of such
Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.


 


Section 5.10.          Rights
of Holders to Receive Payment. 
Notwithstanding any other provision of this Indenture, any Holder of a
Note shall have the right, which is absolute and unconditional, (i) to
receive payment of principal of, premium, if any, and, subject to
Section 3.5 and Section 3.7, interest on the Note, on or after the
respective Stated Maturities expressed in the Note (or, in case of redemption,
on the Redemption Dates) and (ii) to bring suit for the


 


35

















 


enforcement of any such payment on or after such
respective dates, and such rights shall not be impaired or affected without the
consent of such Holder.


 


Section 5.11.          Application
of Money Collected.  If the Trustee
collects any money pursuant to this Article 5, it shall pay out the money
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, premium, if any, or
interest, upon presentation of the Notes and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:


 


First:  to the Trustee for amounts due under
Section 6.9;


 


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


 


Third:  to the Company.


 


Section 5.12.          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 5.13.          Rights
and Remedies Cumulative.  Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes in the last paragraph of Section 3.6, no
right or remedy herein conferred upon or reserved to the Trustee or 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 5.14.          Undertaking
for Costs.  In any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, a court
may require any party litigant in such suit to file an undertaking to pay the
costs of such suit, and may assess costs against any such party litigant, in
the manner and to the extent provided in Section 315(e) of the Trust
Indenture Act; provided, that neither this Section nor the Trust Indenture
Act shall be deemed to authorize any court to require such an undertaking or to
make such an assessment in any suit instituted by the Company, by the Trustee,
by a Holder pursuant to Section 5.10 or by Holders of more than 10% in
principal amount of Outstanding Notes.


 


Section 5.15.          Waiver
of Stay or Extension Laws.  Each of
the Company and the Guarantor covenants (to the extent that it may lawfully do
so) that it will not at any time insist


 


36

















 


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 would prohibit or forgive the
Company or the Guarantor from paying all or any portion of the principal of or
premium on any Notes when the same becomes due and payable at Maturity or on
redemption, repurchase at the option of Holders or otherwise as contemplated
herein, or may affect the covenants contained herein or any usury or other law
or the performance of this Indenture and each of the Company and the Guarantor
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.


 


ARTICLE 6



The Trustee


 


Section 6.1.            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


 


(2)           In the absence of
negligence or willful misconduct 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.


 


(b)           In case an
Event of Default has occurred and is continuing with respect to the Notes of
any series, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture with respect to the Notes of such series, and use the same
degree of care and skill in its exercise, as a prudent person would exercise or
use under the circumstances in the conduct of his or her 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
subsection shall not be construed to limit the effect of
subsection (a) of this Section;


 


(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; and


 


37

















 


(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
aggregate principal amount of the Outstanding Notes of any series 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 with respect to the Notes of such series.


 


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


 


(e)           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.


 


Section 6.2.            Notice
of Defaults.  If a Default occurs and
is continuing with respect to the Notes of any series and if it is known to the
Trustee, the Trustee shall, within the earlier of 90 days after it occurs or 30
days after it actually becomes known to the Trustee, transmit, to the Holders,
in the manner and to the extent provided in Section 313(c) of the
Trust Indenture Act, notice of such Default; provided, however,
that, in the case of a Default other than a Default in any payment on the Notes
of any series, the Trustee may withhold the notice if and so long as the board
of directors, the executive committee or a committee of its Responsible
Officers in good faith determines that withholding such notice is in the
interests of Holders of Notes of that series; provided further that, in the
case of any Default or breach of the character specified in
Section 5.1(4) with respect to the Notes of such series, no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof.


 


Section 6.3.            Rights
of Trustee.  Subject to the
provisions of Section 6.1 and Sections 313, 315 and 317 of the Trust
Indenture Act:


 


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


 


(b)           Any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order (other than delivery of any
Note, to the Trustee for authentication and delivery pursuant to
Section 3.3, which shall be sufficiently evidenced as provided
therein) and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution.


 


(c)           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 negligence or willful misconduct on its
part, rely upon an Officers’ Certificate.


 


38

















 


(d)           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.


 


(e)           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 the Trustee
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction.


 


(f)            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 or other
paper or document, unless requested in writing to do so by the Holders of not
less than a majority in aggregate principal amount of the Notes at the time
Outstanding, 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 and the
Guarantor, personally or by agent or attorney.


 


(g)           The
Trustee may act through agents or attorneys and shall not be responsible for
the misconduct or negligence of any agent or attorney appointed with reasonable
care by it hereunder.


 


Section 6.4.            Trustee
May Hold Notes.  The Trustee, any
Paying Agent, any Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Notes and,
subject to Sections 310(b) and 311 of the Trust Indenture Act, may
otherwise deal with the Company, an Affiliate or Subsidiary with the same
rights it would have if it were not Trustee, Paying Agent, Registrar or such
other agent.


 


Section 6.5.            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 6.6.            Trustee’s
Disclaimer.  The recitals contained
herein and in the Notes, except the Trustee’s certificate of authentication,
shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. 
The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Notes.  The Trustee
shall not be accountable for the Company’s use of the proceeds from the Notes
or for monies paid over to the Company pursuant to the Indenture.


 


Section 6.7.            Reports
by Trustee to the Holders.


 


Within 60 days after each May 15 of each year
commencing with the first May 15 after the first issuance of Notes
pursuant to this Indenture, the Trustee shall transmit by mail to all Holders
of Notes as provided in Section 313(c) of the Trust Indenture Act a
brief report dated as of such May 15 if required by
Section 313(a) of the Trust Indenture Act.  The Trustee also shall


 


39

















 


comply with
Section 313(b) and (d) of the Trust Indenture Act; provided
that with respect to the Trustee’s obligation to file any report with a stock
exchange, the Company will have provided prompt written notice to the Trustee
that any such Notes are listed on a stock exchange within a reasonable period
of time prior to the issuance of any such reports by the Trustee and at all
other times the Company will reasonably promptly notify the Trustee when any
Notes are listed on any stock exchange.


 


Section 6.8.            Securityholder
Lists.  The Trustee shall preserve in
as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Holders of Notes of each series.  Every Holder of Notes, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of any disclosure of information as to names and
addresses of Holders made pursuant to Section 312(a) of the Trust
Indenture Act.  If the Trustee is not the
Registrar, the Company shall furnish to the Trustee semiannually on or before
the last day of June and December in each year, and at such other
times as the Trustee may request in writing, a list, in such form and as of
such date as the Trustee may reasonably require, containing all the information
in the possession of the Registrar, the Company or any of its Paying Agents
other than the Trustee as to the names and addresses of Holders of Notes of
each such series.


 


Section 6.9.            Compensation
and Indemnity.


 


(a)           Other than
as provided in the Fee Agreement, dated as of September 30, 2005, by and
among the Company, the Guarantor and the Trustee, the Company covenants and
agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation as shall be agreed to in writing between the Company
and the Trustee for all services rendered by it hereunder.  The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust.  The Company shall pay or reimburse the
Trustee upon request for all reasonable out-of-pocket costs or expenses or
other charges, fees, fines or advances incurred or made by it in connection
with the performance of its duties under this Indenture, except any such
expense as may be attributable to its negligence or willful misconduct.  Such expenses shall include the reasonable
compensation and expenses of the Trustee’s agents and counsel.


 


(b)           The
Company and the Guarantor shall indemnify the Trustee (including in its
individual capacity, and its officers, agents, directors and employees) for, and
hold it harmless against, any loss, liability or expense incurred by it without
negligence or willful misconduct on its part arising out of or in connection
with its acceptance or administration of the trust or trusts hereunder.  The Trustee shall notify the Company
reasonably promptly of any claim for which it may seek indemnity.  The Company or the Guarantor shall defend the
claim and the Trustee shall reasonably cooperate in the defense (it being
understood that the Company will promptly upon request by the Trustee reimburse
the Trustee for any out-of-pocket costs or expenses incurred by the Trustee in
connection with such claim).  The Trustee
may have separate counsel and the Company or the Guarantor shall pay the
reasonable fees and expenses of such counsel. 
Neither the Company nor the Guarantor need pay for any settlement made
without its consent.


 


(c)           The
Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee through negligence or willful misconduct.


 


40

















 


(d)           To secure
the payment obligations of the Company and the Guarantor pursuant to this
Section 6.9, the Trustee shall have a lien prior to the Notes of any
series on all money or property held or collected by the Trustee, except such
money or property held in trust to pay principal, premium, if any, and interest
on particular Notes.


 


(e)           When the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 5.1(5)or Section 5.1(6), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Bankruptcy Law.


 


(f)            The
provisions of this Section shall survive the termination of this
Indenture.


 


Section 6.10.          Replacement
of Trustee.


 


(a)           The
resignation or removal of the Trustee and the appointment of a successor
Trustee shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in Section 6.11.


 


(b)           The
Trustee may resign at any time with respect to the Notes of any series by
giving written notice thereof to the Company. 
If the instrument of acceptance by a successor Trustee required by
Section 6.11 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 with respect to the Notes of such series.


 


(c)           The
Holders of a majority in aggregate principal amount of the Outstanding Notes of
any series may remove the Trustee with respect to that series by so notifying
the Trustee and the Company and may appoint a successor Trustee for such series
with the Company’s consent (which consent shall not be unreasonably withheld or
delayed); provided that no such consent on the part of the Company shall be
required if an Event of Default shall have occurred and is continuing.


 


(d)           If at any
time:


 


(1)           the Trustee fails to
comply with Section 310(b) of the Trust Indenture Act after written
request therefor by the Company or by any Holder who has been a bona fide
Holder of a Note for at least six months;


 


(2)           the Trustee shall cease
to be eligible under Section 310(a) of the Trust Indenture Act and
shall fail to resign after written request therefor by the Company or by any
Holder of a Note who has been a bona fide Holder of a Note for at least six
months; or


 


(3)           the Trustee becomes
incapable of acting, is adjudged a bankrupt or an insolvent or a Custodian or
public officer takes charge of the Trustee or its property or affairs for the
purpose of rehabilitation, conservation or liquidation,


 


41

















 


then, in any such case, (i) the Company by or
pursuant to a Board Resolution may remove the Trustee with respect to all
Notes, or (ii) subject to Section 315(e) of the Trust Indenture
Act, any Holder who has been a bona fide Holder of a Note for at least six
months may, on behalf of itself and all other similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee with respect to
all Notes and the appointment of a successor Trustee or Trustees.


 


(e)           If the
Trustee resigns or is removed or if a vacancy exists in the office of Trustee
for any reason, with respect to Notes of one or more series, the Company, by or
pursuant to Board Resolution (with the consent of PBGC for so long as PBGC
holds a majority in aggregate principal amount of the Notes), shall promptly
appoint a successor Trustee with respect to the Notes of that or those series
(it being understood that any such successor Trustee may be appointed with
respect to the Notes of one or more or all of such series and that at any time
there shall be only one Trustee with respect to the Notes of any particular
series) and shall comply with the applicable requirements of
Section 6.11.  If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Notes of any series has not
been appointed by the Company and accepted such appointment, then a successor
Trustee shall be appointed by Act of the Holders of a majority in aggregate
principal amount of the Outstanding Notes of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 6.11, become the successor Trustee with
respect to the Notes of such series and to that extent supersede the successor
Trustee appointed by the Company.  If no
successor Trustee with respect to the Notes of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 6.11, any Holder who has been a bona fide Holder of a
Note of such series for at least six months may, on behalf of itself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Notes of such series.


 


Section 6.11.          Acceptance
of Appointment by Successor.


 


(a)           In case of
the appointment hereunder of a successor Trustee with respect to all Notes,
every such successor Trustee shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such
appointment.  Thereupon, the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee, without further act, deed or conveyance, shall become vested with all
the rights, powers and duties of the retiring Trustee; but, on the 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.


 


(b)           In case of
the appointment hereunder of a successor Trustee with respect to the Notes of
one or more (but not all) series, the Company, the retiring Trustee and
such successor Trustee shall execute and deliver an indenture supplemental
hereto wherein such successor Trustee shall accept such appointment and which
(i) shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, such successor Trustee all the


 


42

















 


rights, powers, trusts and duties of the retiring Trustee with respect
to the Notes of that or those series to which the appointment of such successor
Trustee relates, (ii) if the retiring Trustee is not retiring with respect
to all Notes, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Notes of that or those series as to which
the retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (iii) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Notes of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Notes of that or those series to which the appointment of such
successor Trustee relates.


 


(c)           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 referred to in paragraph
(a) or (b) of this Section, as the case may be.


 


(d)           No
successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under
Section 310 of the Trust Indenture Act.


 


(e)           The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Notes of any series and each appointment of a successor
Trustee with respect to the Notes of any series in the manner provided for
notices to the Holders of Notes in Section 1.6.  Each notice shall include the name of the
successor Trustee with respect to the Notes of such series and the address of
its Corporate Trust office.


 


Section 6.12.          Disqualification;
Eligibility.


 


(a)           If the
Trustee has or shall acquire a conflicting interest within the meaning of
Section 310(b) of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provision of Section 310(b) of the Trust Indenture
Act and this Indenture.


 


(b)           There
shall at all times be a Trustee hereunder which shall be eligible pursuant to
Section 310 of the Trust Indenture Act to act as Trustee and shall have a
combined capital and surplus of at least $100,000,000.  If such corporation publishes reports of
condition at least annually, pursuant to law or the requirements of Federal,
State, Territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section, the


 


43

















 


combined capital and surplus of such corporation 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
the Trustee shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article 6.


 


Section 6.13.          Merger,
Conversion, Consolidation or Succession to Business.  Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article 6, without the execution or filing of any paper or any
further act on the part of any of the parties hereto.  In case any Notes shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Notes so authenticated with the same effect
as if such successor Trustee had itself authenticated such Notes.


 


Section 6.14.          Appointment
of Authenticating Agent.  The Trustee
may appoint an Authenticating Agent or Agents with respect to one or more
series of Notes which shall be authorized to act on behalf of the Trustee to
authenticate Notes of such series issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof, and Notes so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder.  Any such appointment shall be
evidenced by an instrument in writing signed by a Responsible Officer of the
Trustee, a copy of which instrument shall be promptly furnished to the
Company.  Wherever reference is made in
this Indenture to the authentication and delivery of Notes by the Trustee or
the Trustee’s certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. 
Each Authenticating Agent shall be acceptable to the Company and shall
at all times be a bank or trust company or corporation organized and doing
business and in good standing under the laws of the United States of America or
of any State or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less that
$100,000,000 and subject to supervision or examination by Federal, State,
Territorial or District of Columbia authorities.  If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or the requirements of
the aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.  In
case at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.


 


Any corporation into which an Authenticating Agent may
be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to all or
substantially all of the corporate agency or corporate trust business of an
Authenticating Agent shall continue to be an Authenticating Agent, provided
such corporation shall be


 


44

















 


otherwise eligible under
this Section, without the execution or filing of any paper or further act on
the part of the Trustee or the Authenticating Agent.


 


An Authenticating Agent for any series of Notes may at
any time resign by giving written notice of resignation to the Trustee for such
series and to the Company.  The Trustee
for any series of Notes may at any time terminate the agency of an
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. 
Upon receiving such a notice of resignation or upon such a termination,
or in case at any time such Authenticating Agent shall cease to be qualified
and eligible in accordance with the provisions of this Section, the Trustee for
such series may appoint a successor Authenticating Agent which shall be
acceptable to the Company and shall give notice of such appointment to all
Holders of Notes of the series with respect to which such Authenticating Agent
will serve in the manner set forth in Section 1.6.  Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent herein.  No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.


 


The Company agrees to pay to each Authenticating Agent
from time to time reasonable compensation including reimbursement of its
reasonable expenses for its services under this Section.


 


If an appointment with respect to one or more series
is made pursuant to this Section, the Notes of such series may have endorsed
thereon, in addition to or in lieu of the Trustee’s certificate of
authentication, an alternate certificate of authentication substantially in the
following form:


 


This is one of the Notes of a series issued under the
within-mentioned Indenture.


 


	
   

  	
   

  
	
   

  	
  The Bank of New York Trust Company,

  N.A., not in its individual capacity but solely

  in its capacity as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  as Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


Section 6.15.          Trustee’s
Application for Instructions from the Company.  Any application by the Trustee for written
instructions from the Company may, at the option of the Trustee, set forth in
writing any action proposed to be taken or omitted by the Trustee under this
Indenture and the date on and/or after which such action shall be taken or such
omission shall be effective.  The Trustee
shall not be liable to the Company for any action taken by, or omission of, the
Trustee in accordance with a proposal included in such application on or after
the date specified in such application (which date shall not be less than
fifteen Business Days after the


 


45

















 


date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective
date in the case of an omission), the Trustee shall have received written
instructions in response to such application specifying the action to be taken
or omitted.


 


Section 6.16.          Preferential
Collection of Claims Against Company. 
If and when the Trustee shall be or become a creditor of the Company (or
the Guarantor or any other obligor upon the Notes), the Trustee shall be
subject to the provisions of Section 311(a) of the Trust Indenture
Act regarding the collection of claims against the Company (or the Guarantor or
any such other obligor).


 


ARTICLE 7



Consolidation, Merger or Sale by the Company


 


Section 7.1.            Consolidation,
Merger or Sale of Assets Only on Certain Terms.  The Company shall not merge or consolidate
with or into any other Person, or sell, convey, transfer, lease or otherwise
dispose of all or substantially all of its assets to any Person, whether in a
single transaction or a series of transactions, unless (i) (A) in the
case of a merger or consolidation, the Company is the surviving Person or
(B) in the case of a merger or consolidation where the Company is not the
surviving Person and in the case of any such sale, conveyance, transfer, lease
or other disposition, the successor or acquiring corporation is a corporation
organized and existing under the laws of the United States or a State thereof
and such corporation expressly assumes by supplemental indenture all the
obligations of the Company under the Notes and under this Indenture,
(ii) if, as a result of such transaction, the Notes become convertible or
exchangeable into common stock or securities issued by a third party, such
third party fully and unconditionally guarantees all obligations under the
Notes and this Indenture, (iii) immediately thereafter, giving effect to
such merger or consolidation, or such sale, conveyance, transfer, lease or
other disposition, no Default or Event of Default shall have occurred and be
continuing, and (iv) the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel each stating that such merger or consolidation,
or such sale, conveyance, transfer, lease or other disposition complies with
this Article 7 and, if a supplemental indenture is required in connection
with such transaction, such supplemental indenture complies with this
Article 7 and Article 8 and that all conditions precedent herein
provided for or relating to such transaction have been complied with.  Subject to the mandatory redemption
provisions of Section 10.8, in the event of the assumption by a successor
corporation of the obligations of the Company as provided in
clause (i)(B) of the immediately preceding sentence as a result of a
merger or consolidation, such successor corporation shall succeed to and be
substituted for the Company hereunder and under the Notes and all such obligations
of the Company shall terminate; provided, however, that no sale,
conveyance, transfer, lease or disposition shall have the effect of releasing
the Person named as the “Company” in the first paragraph of this Indenture or
any successor Person which shall theretofore have become such in the manner
prescribed in this Article from its liability as obligor and maker on any
of the Notes.


 


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ARTICLE 8



Supplemental Indentures


 


Section 8.1.            Supplemental
Indentures Without Consent of Holders. 
Without the consent of any Holders, the Company, when authorized by a
Board Resolution, the Guarantor and the Trustee, at any time and from time to
time, may enter into indentures supplemental hereto, in form reasonably
satisfactory to the Trustee, for any of the following purposes:


 


(1)           to evidence the
succession of another Person to the Company and the assumption by any such
successor of the covenants of the Company herein and in the Notes;


 


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


 


(3)           to add any additional
Events of Default with respect to all or any series of Notes;


 


(4)           to add to or change any
of the provisions of this Indenture to such extent as shall be necessary to
facilitate the issuance of Notes in global form;


 


(5)           to add to, change or
eliminate any of the provisions of this Indenture, provided that any
such addition, change or elimination shall become effective only when there is
no Note Outstanding of any series created prior to the execution of such
supplemental indenture which is entitled to the benefit of such provision;


 


(6)           to secure the Notes or
Note Guarantee;


 


(7)           to comply with the
requirements of the Commission in order to effect or maintain qualification of this
Indenture under the TIA;


 


(8)           to evidence and provide
for the acceptance of appointment hereunder by a successor Trustee with respect
to the Notes of one or more series and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant
to the requirements of Section 6.10 and Section 6.11; or


 


(9)           to cure any ambiguity,
correct any mistake or correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein or to make any other
provisions with respect to matters or questions arising under this Indenture
which shall not be inconsistent with the provisions of this Indenture, provided
such other provisions shall not adversely affect the interests of the Holders
of Notes of any series.


 


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Section 8.2.            With
Consent of Holders.  With the written
consent of the Holders of not less than a majority of the aggregate principal
amount of the Outstanding Notes of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, the Guarantor and the Trustee
may enter into an indenture or indentures supplemental hereto to add any
provisions to or to change or eliminate any provisions of this Indenture or of
any other indenture supplemental hereto or to modify the rights of the Holders
of Notes and the Note Guarantee of each such series; provided, however,
that without the consent of the Holder of each Outstanding Note affected
thereby, an amendment, change or modification under this Section 8.2 may
not:


 


(1)           change the Stated
Maturity of the principal of, or any installment of principal of or interest
on, any Note, or reduce the principal amount thereof or the rate of interest
thereon or any premium payable upon the redemption thereof, or change the coin
or currency in which, any Notes or any premium or the 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, in the case of redemption,
on or after the Redemption Date);


 


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


 


(3)           change any obligation
of the Company to maintain an office or agency in the places and for the
purposes specified in Section 9.2;


 


(4)           make any change in
Section 5.7 or this Section 8.2 except to increase any percentage or
to provide that certain other provisions of this Indenture cannot be modified
or waived without the consent of the Holders of each Outstanding Note affected
thereby;


 


(5)           modify the ranking or
priority of any Note or the Note Guarantee in respect thereof of the Company or
the Guarantor, as the case may be, in any manner adverse to the Holders of the
Notes;


 


(6)           release the Guarantor
from any of its obligations under its Note Guarantee or this Indenture;


 


(7)           reduce the Redemption
Price of any Notes;


 


(8)           make the Notes payable
in money or securities other than as stated in the Note;


 


(9)           make any amendment,
change or modification to this Section 8.2 ;


 


(10)         make any change that
materially adversely affects the right of a Holder to require the Company to
purchase the Notes in accordance with the terms of Section 10.8; or


 


48

















 


(11)         impair the right to
institute suit for the enforcement of any payment with respect to the Notes or
under the Note Guarantee.


 


Notwithstanding the foregoing, no amendment, change or
modification of any of the rights or obligations of the Trustee or any of its
agents under this Indenture or the Note Guarantee shall be effective unless
consented to by the Trustee in writing.


 


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


 


It is not necessary under this Section 8.2 for
the Holders to consent to the particular form of any proposed supplemental
indenture, but it is sufficient if they consent to the substance thereof.


 


Section 8.3.            Compliance
with Trust Indenture Act.  Every
supplemental indenture executed pursuant to this Article 8 shall comply
with the requirements of the Trust Indenture Act as then in effect.


 


Section 8.4.            Execution
of Supplemental Indentures.  In
executing or accepting the additional trusts created by, any supplemental
indenture permitted by this Article 8 or the modification 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.  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 8.5.            Effect
of Supplemental Indentures.  Upon the
execution of any supplemental indenture under this Article 8, 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 Notes theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.


 


Section 8.6.            Reference
in Notes to Supplemental Indentures. 
Notes of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article 8 may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture.  If the Company shall so determine, new Notes
of any series 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 Notes of such series.


 


Section 8.7.            Notice.  After an amendment or supplement under this
Article 8 becomes effective, the Company shall notify the Trustee and the
Trustee shall promptly mail to the Holders affected thereby a notice briefly
describing the amendment or supplement. 
Any failure


 


49

















 


of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such amendment or supplement.


 


ARTICLE 9



Covenants


 


Section 9.1.            Payment
of Principal, Premium, if any, and Interest.  The Company covenants and agrees for the
benefit of the Holders of each series of Notes that it will duly and punctually
pay on the dates and in the manner provided in the Notes the principal of,
premium, if any, and interest on the Notes of that series in accordance with
the terms of the Notes of such series and this Indenture.  With respect to the 6% Senior Notes, an
installment of principal or interest shall be considered paid on the date it is
due if the Paying Agent (if other than the Company, the Guarantor or a
Subsidiary thereof) holds as of 10:00 a.m., New York City time, on
that date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal of, premium, if any, and
interest, if any, on the 6% Senior Notes then due, or, in the case of an
installment of interest which is due on or before December 31, 2011,
additional 6% Senior Notes in an aggregate principal amount equal to the amount
of the installment of interest which is due and payable on the relevant
Interest Payment Date or Common Stock having a Market Value determined as of
the close of business on the Business Day immediately preceding the relevant
Interest Payment Date equal to the amount of the installment of interest which
is due and payable on such Interest Payment Date, in each case designated for
and sufficient to pay the installment (as permitted by the terms of the 6%
Senior Notes).  With respect to the 8%
Contingent Notes, an installment of principal or interest shall be considered
paid on the date it is due if the Paying Agent (if other than the Company, the
Guarantor or a Subsidiary thereof) holds as of 10:00 a.m., New York
City time, on that date money deposited by the Company in immediately available
funds and designated for and sufficient to pay all principal of, premium, if
any, and interest, if any, on the 8% Contingent Notes then due for such
installment.  The Company shall, to the
fullest extent permitted by law, pay interest on overdue principal (including
premium, if any) and overdue installments of interest (without regard to
any applicable grace period) at the rate borne by the applicable series of
Notes plus 1% per annum.  All such
interest shall be payable upon demand.


 


Section 9.2.            Maintenance
of Office or Agency.  The Company will
maintain in each Place of Payment for any series of Notes an office or agency
where Notes of that series may be presented or surrendered for payment, where
Notes of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Notes of that series and this Indenture may be served.  The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such Place
of Payment.  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 where the Notes of one or more series may be
presented or surrendered for any or all such


 


50

















 


purposes and may from time to time rescind such
designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in each Place of Payment for Notes of any series
for such purposes.  The Company will give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.


 


The Trustee shall initially serve as Paying Agent.


 


Section 9.3.            Money
for Notes to Be Held in Trust; Unclaimed Property.  If the Company shall at any time act as its
own Paying Agent with respect to any series of Notes, it will, on or before
12:00 noon, Chicago, Illinois time on each due date of the principal of, premium,
if any, or interest on any of the Notes of that series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal, 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
will promptly notify the Trustee and Paying Agent, if applicable, in writing of
its action or failure so to act.


 


Whenever the Company shall have one or more Paying
Agents for any series of Notes, it will, prior to each due date of the
principal of or any premium or interest on any Notes of that series deposit
with the applicable Paying Agent a sum sufficient to pay such amount, such sum
to be held as provided by Section 317(b) of the Trust Indenture Act,
and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of its action or failure so to act.


 


The Company will cause each Paying Agent for any
series of Notes 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, that such Paying Agent will:


 


(1)           hold all sums held by it for the
payment of the principal of, premium, if any, or interest on Notes of that
series 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 Notes of that
series) in the making of any payment of principal, premium, if any, or
interest on the Notes; and


 


(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.


 


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 money.


 


51

















 


Any money, 6% Senior Notes or Common Stock deposited
with the Trustee or any Paying Agent, or then held by the Company, in trust for
the payment of any principal, premium or interest on any Note and remaining
unclaimed for two years after such principal, premium, if any, or interest has
become due and payable shall be paid or delivered to the Company on Company
Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Note shall thereafter, as an unsecured general
creditor, look only to the Company and the Guarantor 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 an Authorized Newspaper, or cause to be
mailed to such Holder, 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 or mailing, any unclaimed balance of such money then remaining
will be repaid to the Company.


 


Section 9.4.            Corporate
Existence.  Subject to Article 7,
and without limiting any of, and subject to, the Company’s obligations under Article 10,
each of the Company and the Guarantor will at all times do or cause to be done
all things necessary to preserve and keep in full force and effect its
respective corporate existence; provided that nothing in this Section 9.4
shall prevent the abandonment or termination of any right or franchise of the
Company or the Guarantor if the Board of Directors of the Company or of the
Guarantor, as the case may be, shall determine that such abandonment or
termination is in the best interests of the Company or the Guarantor, as the
case may be, and does not materially adversely affect the ability of the
Company or the Guarantor, as the case may be, to operate its business or to
fulfill its obligations hereunder.


 


Section 9.5.            Reports
by the Company.  The Company
covenants:


 


(a)           whether or not required to be filed
or otherwise provided by the rules and regulations of the Commission, so
long as any Notes are Outstanding, the Company will furnish to the Trustee,
within the time periods specified in the Commission’s rules and
regulations:


 


(i)            all quarterly and annual reports
that would be required to be filed with the Commission on Forms 10-Q and 10-K,
and all amendments thereto, if the Company were required to file such reports;
and


 


(ii)           all current reports that would be
required to be filed with the Commission on Form 8-K, and all amendments
thereto, if the Company were required to file such reports;


 


(b)           to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from
time to time by the Commission, such additional information, documents and
reports with respect to compliance by the Company with the conditions and
covenants provided for in this Indenture, as may be required from time to time
by such rules and regulations; and


 


52

















 


(c)           to transmit to all Holders of Notes
within 30 days after the filing thereof with the Trustee, in the manner and to
the extent provided in Section 313(c) of the Trust Indenture Act,
such summaries of any information, documents and reports required to be filed
by the Company pursuant to subsections (a) and (b) of this Section 9.5,
as may be required by rules and regulations prescribed from time to time
by the Commission.


 


Section 9.6.            Notice
of Default.  The Company shall file
with the Trustee written notice of occurrence of any Event of Default promptly,
but in any event no later than five (5) Business Days of its becoming
aware of any such Event of Default.


 


Section 9.7.            Provision
of Financial Statements.  If the
Company is not required to file with the Commission periodic reports and other
information pursuant to Section 13(a), 13(c) or 15(d) of the
Securities Exchange Act, the Company shall furnish without cost to each Holder
and file with the Trustee (i) within 135 days after the end of each fiscal
year, annual reports containing the information required to be contained in
Items 1, 2, 3, 5, 6, 7, 8 and 9 of Form 10-K promulgated under the
Securities Exchange Act or substantially the same information required to be
contained in comparable items of any successor form, (ii) within 60 days
after the end of each of the first three fiscal quarters of each fiscal year,
quarterly reports containing the information required to be contained in Form 10-Q
promulgated under the Securities Exchange Act or substantially the same
information required to be contained in any successor form and (iii) promptly
from the time after the occurrence of an event required to be therein reported,
such other reports containing information required to be contained in Form 8-K
promulgated under the Securities Exchange Act or substantially the same
information required to be contained in any successor form.  The Company shall also make such reports
available to prospective purchasers of the Notes, securities analysts and
broker–dealers upon their request.


 


Section 9.8.            Compliance
Certificates.  The Company shall
deliver to the Trustee, within ninety (90) days after the end of each fiscal
year of the Company (beginning with the fiscal year ending December 31,
2006), an Officers’ Certificate as to the signer’s knowledge of the Company’s
compliance with all conditions and covenants on its part contained in this
Indenture and stating whether or not the signer knows of any Default or Event
of Default.  If such signer knows of such
a Default or Event of Default, the Officers’ Certificate shall describe the
Default or Event of Default and the efforts to remedy the same.  For the purposes of this Section 9.8,
compliance shall be determined without regard to any grace period or requirement
of notice provided pursuant to the terms of this Indenture.


 


Section 9.9.            Further
Instruments and Acts.  Upon request
of the Trustee, each of the Company and the Guarantor will execute and deliver
such further instruments and do such further acts as may be reasonably
necessary or proper to carry out the purposes of this Indenture.


 


Section 9.10.          Payments
for Consents.  The Company shall not,
directly or indirectly, pay or cause to be paid any consideration, whether by
way of interest, fee or otherwise, to any Holder of any Notes for or as
inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Notes unless such consideration is offered
to be paid or is paid to all Holders of the Notes that consent, waive or agree
to amend in the time frame set forth in the solicitation documents relating to
such consent, waiver or agreement.


 


53

















 


Section 9.11.          Changes
in Organization Documents.  The
Company shall not amend its certificate of incorporation, bylaws, or other
similar organizational document, other than any amendment that is not adverse
in any material respect to the rights of the Holders hereunder.


 


Section 9.12.          Affiliate
Transactions


 


(a)           The Company will not, and will not
permit any of its Subsidiaries to, directly or indirectly, enter into any
material transaction including, without limitation, the purchase, sale or
exchange of property or the rendering of any service, with any of their
Affiliates unless (i) such transaction is on terms that are no less
favorable to the Company or the relevant Subsidiary than those that would have
been obtained in a comparable transaction by the Company or such Subsidiary on
an arms-length basis with an unrelated Person and (ii) the Company
delivers to the Trustee (A) with respect to any transaction or series of
related transactions involving aggregate consideration (or the fair market
value of the property the subject of such transaction is) in excess of $20.0
million, a resolution of the Board of Directors, approved prior to the
consummation thereof, set forth in an Officers’ Certificate certifying that
such transaction complies with clause (i) of this Section 9.12(a) and
that such transaction has been approved, prior to the consummation thereof, by
a majority of the disinterested members of the Board of Directors, and (B) with
respect to any transaction or series of related transactions involving
aggregate consideration (or the fair market value of the property the subject
of such transaction is) in excess of $50.0 million, an opinion as to the
fairness to the Company or such Subsidiary of such transaction from a financial
point of view issued by an accounting, appraisal or investment banking firm of
national standing (and which opinions delivered to the Trustee).


 


(b)           The following items will not be
deemed to be subject to the provisions of this Section 9.12:


 


(i)            transactions between or among the
Company and/or its wholly owned Subsidiaries;


 


(ii)           transactions with a Person that is an
Affiliate of the Company solely because the Company owns, directly or through a
Subsidiary, capital stock in, or controls, such Person;


 


(iii)          payment of reasonable directors’ fees
to directors of the Company and other reasonable fees, compensation, benefits
and indemnities paid or entered into by the Company or its Subsidiaries to or
with the officers, directors, employees or consultants of the Company and any
Subsidiary of the Company; and


 


(iv)          any issuance of capital stock of the
Company to Affiliates of the Company.


 


ARTICLE 10


 


Redemption


 


Section 10.1.          Election
to Redeem; Notice to Trustee.  The
election of the Company to redeem any Notes pursuant to the optional redemption
provisions of Section 10.7 hereof, or the 


 


54

















 


requirement that the Company offer to redeem the Notes
pursuant to the mandatory redemption provisions in Section 10.8, shall be
evidenced by or pursuant to a Board Resolution or an Officers’
Certificate.  In the case of any optional
redemption of all or less than all the Notes of any series, 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, of the principal amount of Notes of such series to be
redeemed, of the clause of this Indenture pursuant to which the redemption
shall occur, and the Redemption Price. 
In the case of any mandatory redemption, the Company shall, promptly
upon Company’s knowledge of its obligation to make such mandatory redemption,
notify the Trustee that the Company is obligated to offer to redeem the Notes
pursuant to Section 10.8 and within the time periods prescribed by Section 10.8.


 


Section 10.2.          Selection
of Notes to Be Redeemed.  If less
than all the Notes of a series are to be redeemed pursuant to Section 10.7,
the Trustee, at least 30 days but not more than 60 days prior to the Redemption
Date, shall select the Notes of the series to be redeemed in such manner as the
Trustee shall deem fair and appropriate. 
The Trustee shall make the selection from Notes of the series that are
Outstanding and that have not previously been called for redemption and may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Notes of that series or any integral multiple
thereof) of the principal amount of Notes of such series of a denomination
larger than the minimum authorized denomination for Notes of that series.  The Trustee shall promptly notify the Company
in writing of the Notes selected by the Trustee for redemption and, in the case
of any Notes selected for partial redemption, the principal amount thereof to
be redeemed.


 


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


 


Section 10.3.          Notice
of Redemption.  If the Company elects
to redeem any Notes pursuant to the optional redemption provisions of Section 10.7
hereof, notice of redemption shall be given in the manner provided in this Article 10
and Section 1.6 not less than 30 days nor more than 60 days prior to the
Redemption Date to the Holders of the Notes to be redeemed.  If the Company is required to offer to redeem
the Notes pursuant to the mandatory redemption provisions of Section 10.8,
notice of redemption shall be given in the manner provided in this Article 10
and Section 1.6 not less than 30 days nor more than 60 days prior to the
Redemption Date to the Holders of the Notes to be redeemed.


 


All notices of redemption shall be prepared by the
Company and shall identify the Notes to be redeemed and shall state:


 


(1)           the Redemption Date;


 


(2)           the Redemption Price and accrued
interest to, but excluding, the Redemption Date;


 


55

















 


(3)           if fewer than all the Outstanding
Notes of a series are to be redeemed, the identification (and, in the case of
partial redemption, the principal amounts) of the particular Note or Notes
to be redeemed;


 


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


 


(5)           the Place or Places of Payment where
such Notes maturing after the Redemption Date may be surrendered for payment
for the Redemption Price and accrued interest to, but excluding, the Redemption
Date;


 


(6)           that Notes of the series called for
redemption must be surrendered to the Paying Agent to collect the Redemption
Price;


 


(7)           that, on the Redemption Date, the
Redemption Price and accrued interest to, but excluding, the Redemption Date
will become due and payable upon each such Note, or the portion thereof, to be
redeemed and, if applicable, that interest thereon will cease to accrue on and
after said date;


 


(8)           the clause of this Indenture pursuant
to which the redemption shall occur; and


 


(9)           the CUSIP Number of such Notes;
provided that no representation is made as to the correctness or accuracy of
the CUSIP number, if any, listed in such notice or printed on the Notes.


 


Notice of redemption of Notes to be redeemed 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.  In
the event that the Company elects to deliver such notice to the Holders (rather
than through the Trustee), the Company shall concurrently therewith deliver a
copy of such notice to the Trustee.


 


Section 10.4.          Deposit
of Redemption Price.  On or prior to
any Redemption Date (and in any case no later than 10:00 a.m., New York
City time, on such Redemption Date), the Company shall deposit with the Paying
Agent (if other than the Company, the Guarantor or a Subsidiary
thereof) (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 9.3) an amount of cash in
immediately available funds sufficient to pay on the Redemption Date the
Redemption Price of, and interest accrued to but not including the Redemption
Date on, all Notes or portions thereof which are to be redeemed on that date
(including any cash to be paid in lieu of fractional shares, as described
below).  Alternatively, the Company may,
at its election, pay any Redemption Price owed pursuant to this Article 10
by delivering on the Redemption Date (i) that number of shares of Common
Stock equal to the aggregate Redemption Price owed to any Holder divided by the
Market Value of the Common Stock as of the Business Day immediately preceding
such Redemption Date and rounding down to the nearest whole number, plus (ii) cash
in lieu of fractional shares.  The
Trustee or Paying Agent shall distribute such shares of Common Stock, if any,
to the Holders reasonably promptly after the Redemption Date or, if applicable,
after its receipt of such shares from the Company.  


 


56

















 


Prior to the occurrence of an Event of Default (and
upon the occurrence and continuance of an Event of Default, at the direction of
the Holders of at least a majority of the principal amount of the Outstanding
Notes), the Paying Agent shall promptly return to the Company any money
deposited with the Paying Agent by the Company in excess of the amounts
necessary to pay the Redemption Price of, and accrued interest on, all Notes to
be redeemed.


 


Section 10.5.          Notes
Payable on Redemption Date.  Notice
of redemption having been given as aforesaid, the Notes so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Notes shall cease to bear interest.  Upon
surrender of any such Note for redemption in accordance with said notice, such Note
shall be paid by the Company at the Redemption Price, together with accrued
interest to but not including 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 Notes, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Regular Record Dates according to their terms and the provisions of Section 3.7.


 


If any Note called for redemption shall not be so paid
upon surrender thereof for redemption, the principal and any premium shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Note.


 


Section 10.6.          Notes
Redeemed in Part.  Upon surrender of
a Note that is redeemed in part at any Place of Payment therefor (with, if the
Company so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company duly executed by, the Holder thereof or its
attorney duly authorized in writing), the Company shall execute and the Trustee
shall authenticate and deliver to the Holder of that Note, without service
charge, a new Note or Notes of the same series, the same form and the same
Stated Maturity in any authorized denomination equal in aggregate principal
amount to the unredeemed portion of the principal of the Note surrendered.


 


Section 10.7.          Optional
Redemption.  The Company may redeem
all or a part of the Notes upon not less than 30 nor more than 60 days’ notice,
at a Redemption Price of 100% of the principal amount of such Notes plus
accrued and unpaid interest thereon to but not including the applicable
Redemption Date.  Any redemption pursuant
to this Section 10.7 shall be made pursuant to the provisions of Section 10.1
through 10.6 hereof.


 


Section 10.8.          Mandatory
Redemption.  Upon any Change in
Ownership or Fundamental Change, the Company shall offer to redeem all of the
Notes that are Outstanding at a Redemption Price of 100% of the principal
amount thereof plus accrued but unpaid interest thereon to but not including
the applicable Redemption Date.  Any
offer of redemption pursuant to this Section 10.8 shall be made in
accordance with Section 10.3. 
Within 20 days of receiving such notice of redemption, each Holder must
deliver to the Company the form attached to the Notes labeled OPTION OF HOLDER
TO ELECT REDEMPTION.  The Company shall
notify the Trustee at least five days prior to the Redemption Date (unless a
shorter notice shall be satisfactory to the Trustee) of the principal amount of
Notes that the Holder has elected to redeem. 
Such notice shall also indicate whether the Company elects to pay any
portion of such 


 


57

















 


Redemption Price in cash, in shares of Common Stock or
a combination thereof, specifying the percentage or amount of each.  If the Company elects to pay any portion of
such Redemption Price in shares of Common Stock, on the Redemption Date, the
Company shall notify the Trustee of the Market Value of the Common Stock as of
the Business Day immediately preceding such Redemption Date.  Any redemption pursuant to this Section 10.8
shall be made in compliance with the provisions of Sections 10.1, 10.3,
10.4, 10.5 and 10.6 hereof.


 


ARTICLE 11


 


Note Guarantee


 


Section 11.1.          Guarantee.


 


(a)           Subject to this Article 11, the
Guarantor hereby unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity, regularity or enforceability
of this Indenture, the Notes or the obligations of the Company hereunder or
thereunder, that:


 


(1)           the principal of, premium, if any,
and interest on the Notes will be promptly paid in full when due, whether at
Stated Maturity, by acceleration, redemption or otherwise, and interest on the
overdue principal of and interest on the Notes, if any, if lawful, and all
other obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and


 


(2)           in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that same
will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at Stated Maturity, by acceleration,
redemption or otherwise.


 


Failing payment when due of any amount so guaranteed
or any performance so guaranteed for whatever reason, the Guarantor will be
obligated to pay the same immediately. 
The Guarantor agrees that this is a guarantee of payment and not a
guarantee of collection.


 


(b)           The Guarantor hereby agrees that its
obligations hereunder are unconditional, irrespective of the validity,
regularity or enforceability of the Notes or this Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor or surety, including but not limited to: (A) any right to
require any of the Trustee, the Holders or the Company (each a “Benefited Party”),
as a condition of payment or performance by the Guarantor, to (1) proceed
against the Guarantor, the Company or any other Person, (2) proceed
against or exhaust any security held from the Guarantor, the Company or any
other Person or (3) proceed against or have to resort to any balance of
any deposit account or credit on the books of any Benefited Party in favor of
the Guarantor, the Company or any other Person, and (B) any defense based
on or arising out of the lack of validity or the unenforceability of the
obligations under this Note Guarantee or any 


 


58

















 


agreement or
instrument relating hereto.  The
Guarantor hereby waives the benefits of diligence, presentment, demand for
payment and filing of claims with a court in the event of insolvency or
bankruptcy of the Company and any right to require a proceeding first against
the Company or any other Person, protest, notice and all demands whatsoever,
and covenants that this Note Guarantee will not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.


 


(c)           If any Holder or the Trustee is
required by any court or otherwise to return to the Company, the Guarantor or
any Custodian acting in relation to either the Company or the Guarantor, any
amount paid by either to the Trustee or such Holder, or any such amount paid is
rescinded or reduced in amount, this Note Guarantee, to the extent theretofore
discharged, will continue to be effective or be reinstated, as the case may be,
and be in full force and effect all as though such amount had not been paid.


 


(d)           The Guarantor agrees that it will not
be entitled to any right of subrogation in relation to the Holders in respect
of any obligations guaranteed hereby until payment and performance in full of
all obligations guaranteed hereby.  The
Guarantor further agrees that, as between the Guarantor, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 5
hereof for the purposes of this Note Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (2) in the event of any declaration of
acceleration of such obligations as provided in Article 5 hereof, such
obligations (whether or not due and payable) will forthwith become due and
payable by the Guarantor for the purpose of this Note Guarantee.


 


(e)           The Guarantor hereby agrees to pay
any and all costs and expenses incurred by the Trustee or the Holders in
enforcing their respective rights under the Note Guarantee.


 


(f)            The Note Guarantee shall remain in
full force and effect and continue to be effective should any petition be filed
by or against the Company for liquidation or reorganization, should the Company
become insolvent or make an assignment for the benefit of creditors or should a
Custodian be appointed for all or any significant part of the Company’s assets.


 


Section 11.2.          Limitation
on Guarantor Liability.  The
Guarantor and, by its acceptance of Notes, each Holder hereby confirms that it
is the intention of all such parties that the Note Guarantee of the Guarantor
not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar federal or state law to the extent applicable to the Note
Guarantee.  To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantor hereby irrevocably agree
that the obligations of the Guarantor under its Note Guarantee and this Article 11
shall be limited to the greater of (i) the amount of any value received by
the Guarantor and (ii) the maximum amount as will, after giving effect to
such maximum amount and all other contingent and fixed liabilities of the
Guarantor that are relevant under such laws, result in the obligations of the
Guarantor under its Note Guarantee not constituting a fraudulent transfer or
conveyance.


 


59

















 


Section 11.3.          Execution
and Delivery of a Note Guarantee.  To
evidence the Note Guarantee, the Guarantor hereby agrees that a notation of
such Note Guarantee substantially in the form attached as Exhibit C hereto
will be endorsed by an Officer of the Guarantor on each Note authenticated and
delivered by the Trustee and that this Indenture will be executed on behalf of
the Guarantor by one of its Officers.


 


The Guarantor hereby agrees that the Note Guarantee
will remain in full force and effect notwithstanding any failure to endorse on
each Note a notation of such Note Guarantee.


 


If an Officer whose signature is on this Indenture or
on the Note Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which a Note Guarantee is endorsed, the Note
Guarantee will be valid nevertheless.


 


The delivery of any Note by the Trustee, after the
authentication thereof hereunder, will constitute due delivery of the Note
Guarantee set forth in this Indenture on behalf of the Guarantor.


 


Section 11.4.          Guarantor
May Consolidate, etc., on Certain Terms.  Except as otherwise provided in this Section 11.4,
the Guarantor may not sell, convey, transfer or otherwise dispose of all or
substantially all of its property or assets to, or consolidate with or merge
with or into another Person, other than the Company, unless:


 


(1)           immediately after giving effect to
such transaction, no Default or Event of Default exists; and


 


(2)           either:


 


(a)           the Guarantor is the surviving
Person; or


 


(b)           the Person acquiring the property or
assets in any such sale, conveyance, transfer or disposition or the Person
formed by or surviving any such consolidation or merger unconditionally assumes
all the obligations of the Guarantor pursuant to a supplemental indenture
executed and delivered to the Trustee, in form satisfactory to the Trustee,
under the Notes, this Indenture and the Note Guarantee on the terms set forth
herein or therein.


 


In case of any such consolidation, merger, sale, conveyance,
transfer or disposition and upon the assumption by the successor Person, by
supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the
due and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Guarantor, such successor Person will succeed
to and be substituted for the Guarantor with the same effect as if it had been
named herein as the Guarantor; provided, however, that no such
sale, conveyance, transfer or disposition shall have the effect of releasing
the Person named as the “Guarantor” in the first paragraph of this Indenture or
any successor Person which shall theretofore have become such in the manner
prescribed in this Article 11 from its liability as obligor on the Note
Guarantee.  Such successor Person
thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company 


 


60

















 


and delivered to the Trustee.  All the Note Guarantees so issued will in all
respects have the same legal rank and benefit under this Indenture as the Note
Guarantees theretofore and thereafter issued in accordance with the terms of
this Indenture as though all of such Note Guarantees had been issued at the
date of the execution hereof.


 


Nothing
contained in this Indenture or in any of the Notes will prevent any consolidation
or merger of a Guarantor with or into the Company, or will prevent any sale,
conveyance, transfer or disposition of the property of the Guarantor as an
entirety or substantially as an entirety to the Company.


 


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 instrument.


 


61

















 


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.


 


	
   

  	
  UAL CORPORATION

  	
   

  
	
   

  	
  By:

  	
  /s/ Frederic F. Brace

  	
   

  
	
   

  	
  Name:

  	
  Frederic F. Brace

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President

  and Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNITED AIR LINES, INC., as GUARANTOR

  
	
   

  	
  By:

  	
  /s/ Frederic F. Brace

  	
   

  
	
   

  	
  Name:

  	
  Frederic F. Brace

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President

  and Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK TRUST

  COMPANY, N.A., Not in its individual capacity

  but solely in its capacity as TRUSTEE

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roxane Ellwanger

  	
   

  
	
   

  	
  Name:

  	
  Roxane Ellwanger

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  
					



 


62

















 


EXHIBIT A


 


[FORM OF
NOTE]


 


[INSERT
GLOBAL NOTE LEGEND AS SPECIFIED IN SECTION 2.4,

IF APPLICABLE]


 


CUSIP No.:  902549 AF 1


 


UAL CORPORATION


 


6% SENIOR NOTE DUE 2031


 


	
  No. A-1

  	
   

  	
  $500,000,000

  



 


UAL CORPORATION, a Delaware corporation (the “Company,”
which term includes any successor entity), for value received promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS, on February 1, 2031.


 


Interest Payment Dates:  June 30 and December 31, beginning
on June 30, 2006.


 


Record Dates:  June 15
and December 15.


 


Reference is made to the further provisions of this
Note contained herein, which will for all purposes have the same effect as if
set forth at this place.


 


IN WITNESS WHEREOF, the Company has caused this Note
to be signed manually or by facsimile by its duly authorized officers and a
facsimile of its corporate seal to be affixed hereto or imprinted hereon.


 


	
   

  	
  UAL CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


 


A-1

















 


Certificate of Authentication


 


This is one of the 6% Senior Notes due 2031 referred
to in the within-mentioned Indenture.


 


 


	
   

  	
  THE BANK OF NEW YORK TRUST

  COMPANY, N.A., not in its individual

  capacity but solely in its capacity as

  TRUSTEE 

  
	
   

  	
   

  	
   

  
	
  Dated: February 1, 2006

  	
  By:

  	
   

  
	
   

  	
   

  	
       Authorized Signatory 

  



 


A-2

















 


(REVERSE OF SECURITY)


 


6% SENIOR NOTE DUE 2031


 


(1)           Interest.  UAL Corporation, a Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this Note as follows:  Interest will accrue on this Note at a rate
of 6% per annum from the most recent date on which interest has been paid or,
if no interest has been paid, from February 1, 2006 and shall be payable
in cash on the terms set forth herein and in the Indenture (as hereinafter
defined) (except as provided below) semiannually in arrears on each Interest
Payment Date, commencing June 30, 2006; provided, that the Company may
elect on any Interest Payment Date on or prior to December 31, 2011,
either to (i)  pay such interest in additional Notes having an aggregate
principal amount equal to the amount of the installment of interest which is
due on such Interest Payment Date or (ii) pay such interest in Common
Stock having a Market Value as of the close of business on the Business Day
immediately preceding such Interest Payment Date equal to the amount of the
installment of interest not paid by check, wire transfer or additional Notes
which is due on such Interest Payment Date; such shares of Common Stock shall
be freely transferable by the Holders thereof, subject to any transfer
restrictions contained in the Company’s Restated Certificate of
Incorporation.  The Company shall notify
each of the Trustee or the Paying Agent, as the case may be, and the Holders
within five days prior to an Interest Payment Date if the Company shall elect
either to pay such interest by additional Notes or Common Stock on such
Interest Payment Date and, in the case of payment in Common Stock, the Company
shall certify to the Trustee on such Interest Payment Date the Market Value of
the Common Stock as of the close of business on the Business Day immediately
preceding such Interest Payment Date. 
All interest will be computed on the basis of a 360-day year of twelve
30-day months.


 


The Company shall pay interest in cash on overdue
principal and on overdue installments of interest (without regard to any
applicable grace periods and to the extent lawful) from time to time on demand
at the rate borne by the Notes plus 1.0% per annum.


 


(2)           Method
of Payment.  The Company shall pay
interest on the Notes (except Defaulted Interest) to the Persons who are the
registered Holders at the close of business on the Regular Record Date
immediately preceding the Interest Payment Date even if the Notes are cancelled
on registration of transfer or registration of exchange after such Regular
Record Date.  Holders must surrender
Notes to a Paying Agent to collect principal payments.  The Company shall pay principal, premium, if
any, and interest at the office or agency maintained by the Company for such
purpose under the Indenture, in money (except as provided in paragraph 1 above)
of the United States that at the time of payment is legal tender for payment of
public and private debts (“U.S. Legal Tender”). 
However, the Company may pay interest by its check payable in such U.S.
Legal Tender.  The Company may deliver
any such interest payment to the Paying Agent (and in case the Trustee shall
then be acting as Paying Agent, the Company shall deposit the aggregate amount
of such interest payment with the Trustee no later than 10:00 a.m., New
York City time, on such scheduled payment date, in immediately available funds
and designated for and sufficient to pay all interest on the Notes then due) or
to a Holder at the Holder’s registered address set forth in the Register.


 


A-3

















 


(3)           Paying
Agent and Registrar.  Initially, The
Bank of New York Trust Company, N.A., a national banking association, not in
its individual capacity but solely as trustee (the “Trustee”), will act as
Paying Agent and Registrar.  The Company
may change any Paying Agent, Registrar or co-Registrar without notice to the
Holders.


 


(4)           Indenture.  The Company issued the Notes under an
Indenture, dated as of February 1, 2006 (the “Indenture”), by and among
the Company, the Guarantor, and the Trustee. 
This Note is one of a duly authorized issue of Notes of the Company
designated as its 6% Senior Notes due 2031. 
Except as provided in paragraph 1 above, the Notes are limited in
aggregate principal amount to $500,000,000. 
Capitalized terms herein are used as defined in the Indenture unless
otherwise defined herein.  The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa–77bbbb)
(the “TIA”), as in effect on the date of the Indenture.  Notwithstanding anything to the contrary
herein, the Notes are subject to all such terms, and Holders of Notes are referred
to the Indenture and the TIA for a statement of them.  To the extent any provision of these Notes
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. 
The Notes are general unsecured obligations of the Company.


 


(5)           Optional
Redemption.  The Notes will be
redeemable, at the Company’s option, in whole at any time or in part from time
to time, as set forth below.


 


On or after the date hereof, the Notes will be subject
to redemption at 100% of the principal amount thereof plus accrued and
unpaid interest thereon to but not including the applicable Redemption Date.


 


Notwithstanding the foregoing, if the notice of
redemption is mailed prior to an Interest Payment Date but the Redemption Date
falls after such Interest Payment Date, then the applicable interest shall be
paid on such Interest Payment Date and the accrued and unpaid interest to the
Redemption Date shall be that interest accruing from such Interest Payment Date
to the Redemption Date.


 


(6)           Notice
of Redemption.  Notice of redemption
shall be mailed at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Notes to be redeemed at such Holder’s
registered address set forth in the Register. 
Notes in denominations larger than $1,000 may be redeemed in part.


 


Except as set forth in the Indenture, if monies for
the redemption of the Notes called for redemption shall have been deposited
with the Paying Agent for redemption on such Redemption Date, then, unless the
Company defaults in the payment of such Redemption Price plus accrued interest,
if any, the Notes called for redemption will cease to bear interest from and
after such Redemption Date and the only right of the Holders of such Notes will
be to receive payment of the Redemption Price plus accrued interest, if any.


 


(7)           Mandatory
Redemption.  Section 10.8 of the
Indenture provides that, upon the occurrence of a Change in Ownership or a
Fundamental Change, and subject to further limitations contained therein, the
Company will make an offer to purchase the Notes in accordance with the
procedures set forth in the Indenture.


 


A-4

















 


(8)           Denominations;
Transfer; Exchange.  The Notes are in
registered form, without coupons, in denominations of $1,000 or any integral
multiple thereof.  A Holder shall
register the transfer of or exchange Notes in accordance with the
Indenture.  The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture.  The Registrar need not register the transfer
of or exchange of any Notes or portions thereof selected for redemption.


 


(9)           Persons
Deemed Owners.  The registered Holder
of a Note shall be treated as the owner of it for all purposes.


 


(10)         Unclaimed
Property.  If money or additional
Notes or Common Stock for the payment of principal or interest remains unclaimed
for two years, the Trustee and/or the Paying Agent will pay the money or
deliver the additional Notes and Common Stock back to the Company.  After that, all liability of the Trustee and
such Paying Agent with respect to such money or additional Notes or Common
Stock shall cease.


 


(11)         Discharge
Prior to Redemption or Maturity.  If
the Company at any time deposits with the Trustee U.S. Legal Tender or
Government Obligations sufficient to pay the principal of and interest on the
Notes to redemption or Maturity and complies with the other provisions of the
Indenture relating thereto, the Company will be discharged from certain
provisions of the Indenture and the Notes (including certain covenants, but
excluding its obligation to pay the principal of and interest on the Notes).


 


(12)         Amendment;
Supplement; Waiver.  Subject to
certain exceptions, the Indenture or the Notes may be amended or supplemented
with the written consent of the Holders of at least a majority in aggregate
principal amount of the Notes then Outstanding, and any existing Default or
Event of Default or noncompliance with any provision of the Indenture or the
Notes may be waived with the written consent of the Holders of a majority in
aggregate principal amount of the Notes then Outstanding.  Without notice to or consent of any Holder,
the parties thereto may amend or supplement the Indenture or the Notes to,
among other things, cure any ambiguity or correct or supplement any provision
in the Indenture which may be defective or inconsistent with any other
provision therein.


 


(13)         Restrictive
Covenants.  The Indenture imposes
certain limitations on the ability of the Company to, among other things, merge
or consolidate with any other Person, sell, convey, transfer or otherwise
dispose of all or substantially all of its property or assets.  Such limitations are subject to a number of
important qualifications and exceptions.


 


(14)         Defaults
and Remedies.  If an Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of Notes then Outstanding may declare all the Notes
to be due and payable in the manner, at the time and with the effect provided
in the Indenture.  Holders of Notes may
not enforce the Indenture or the Notes except as provided in the
Indenture.  Subject to the terms of the
Indenture, the Trustee is not obligated to enforce the Indenture or the Notes
unless it has received indemnity reasonably satisfactory to it.  The Indenture permits, subject to certain
limitations therein provided, Holders of a majority in aggregate principal
amount of the Notes then Outstanding to direct the Trustee in


 


A-5

















 


its
exercise of any trust or power.  The
Trustee may withhold from Holders of Notes notice of any continuing Default or
Event of Default (except a Default in payment of principal or interest) in
accordance with the provisions of the Indenture if it determines that
withholding notice is in their interest.


 


(15)         Trustee
Dealings with Company.  The Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Notes and may otherwise deal with the Company, its
Subsidiaries or their respective Affiliates as if it were not the Trustee.


 


(16)         No
Recourse Against Others.  No
stockholder, director, officer, employee or incorporator, as such, of the
Company or the Guarantor shall have any liability for any obligation of the
Company or the Guarantor under the Notes, the Note Guarantee or the Indenture
or for any claim based on, in respect of or by reason of, such obligations or
their creation.  Each Holder of a Note by
accepting a Note waives and releases all such liability.  The waiver and release are part of the
consideration for the issuance of the Notes.


 


(17)         Authentication.  This Note shall not be valid until the
Trustee or Authenticating Agent manually signs the certificate of
authentication on this Note.


 


(18)         Governing
Law.  The laws of the State of New
York shall govern this Note and the Indenture, without regard to principles of
conflicts of law.


 


(19)         Abbreviations
and Defined Terms.  Customary
abbreviations may be used in the name of a Holder of a Note or an assignee,
such as: TEN CON (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


 


(20)         CUSIP
Numbers.  Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes as
a convenience to the Holders of the Notes. 
No representation is made as to the accuracy of such numbers as printed
on the Notes and reliance may be placed only on the other identification
numbers printed hereon.


 


(21)         Indenture.  Each Holder, by accepting a Note, agrees to
be bound by all of the terms and provisions of the Indenture, as the same may
be amended from time to time.


 


(22)         Guarantee.  The Guarantor has unconditionally guaranteed,
to the extent set forth in the Indenture, the due and punctual payment of the
principal of, premium, if any, and interest on the Notes when due, whether at
Stated Maturity, by acceleration, redemption or otherwise, and interest on the
overdue principal of and interest on the Notes, if any, if lawful, and all
other obligations of the Company to the Holders or the Trustee under the
Indenture and the Notes.


 


The Company will furnish to any Holder of a Note upon
written request and without charge a copy of the Indenture, which has the text
of this Note in larger type.  Requests
may be made to:  UAL Corporation, P.O. Box
66919, Chicago, Illinois 60666, Attn: 
Treasurer.


 


A-6

















 


ASSIGNMENT
FORM


 


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


 


I or we assign and transfer this Note to:


 


	
   

  
	
   

  
	
   

  
	
  (Print or type name, address and zip code and social
  security or tax ID number of assignee) and irrevocably appoint                                              ,
  agent to transfer this Note on the books of the Company. The agent may
  substitute another to act for him.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

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

      Note)

  
	
   

  	
   

  
	
   Signature
  Guarantee:

  	
   

  
							



 


A-7

















 


(OPTION
OF HOLDER TO ELECT REDEMPTION)


 


If you want to elect to have this Note purchased by
the Company pursuant to Section 10.8 of the Indenture, check the box
below:


 


o


 


If you want to elect to have only part of this Note
purchased by the Company pursuant to Section 10.8 of the Indenture, state
the amount you elect to have purchased:


 


	
  $

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NOTICE: The
  signature on this assignment must correspond with the name as it appears upon
  the face of the within Note in every particular without alteration or
  enlargement or any change whatsoever and be guaranteed by the endorser’s bank
  or broker.

  
	
   

  
	
  Signature Guarantee: 

  	
   

  
									



 


A-8

















 


EXHIBIT B


 


[FORM OF NOTE]


 


[INSERT GLOBAL NOTE LEGEND AS SPECIFIED IN SECTION 2.4,

IF APPLICABLE]


 


CUSIP No.:  [           ]


 


UAL CORPORATION


 


8% SENIOR NOTE DUE [FIFTEENTH
ANNIVERSARY OF TRIGGER DATE]


 


	
  No. [           ]

  	
   

  	
  $[         ]

  



 


UAL CORPORATION, a Delaware corporation (the “Company,”
which term includes any successor entity), for value received promises to pay
to [                   ]
or registered assigns, the principal sum of [                   ]
Dollars, on [               ],
[fifteenth anniversary of Trigger Date].


 


Interest Payment Dates:  June 30 and December 31, beginning
on                    .


 


Record Dates:  June 15
and December 15.


 


Reference is made to the further provisions of this
Note contained herein, which will for all purposes have the same effect as if
set forth at this place.


 


IN WITNESS WHEREOF, the Company has caused this Note
to be signed manually or by facsimile by its duly authorized officers and a
facsimile of its corporate seal to be affixed hereto or imprinted hereon.


 


	
   

  	
  UAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
            Name:

  
	
   

  	
   

  	
            Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
            Name:

  
	
   

  	
   

  	
            Title:

  



 


B-1

















 


Certificate of Authentication


 


This is one of the 8% Contingent Senior Notes referred
to in the within-mentioned Indenture.


 


	
   

  	
  THE BANK OF NEW YORK TRUST COMPANY, N.A.,

  as Trustee

  
	
   

  	
   

  	
   

  
	
  Dated: [                              ]

  	
  By:

  	
   

  
	
   

  	
   

  	
       Authorized Signatory 

  



 


B-2

















 


(REVERSE OF SECURITY)


 


8% CONTINGENT SENIOR NOTE


 


(1)           Interest.  UAL Corporation, a Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this Note as follows:  Interest will accrue on this Note at a rate
of 8% per annum from the most recent date on which interest has been paid or,
if no interest has been paid, from [Trigger
Date] and shall be payable in cash semiannually in arrears on each
Interest Payment Date, commencing on the first Interest Payment Date following
the Issuance Date of such Note.  All
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.


 


The Company shall pay interest in cash on overdue
principal and on overdue installments of interest (without regard to any
applicable grace periods and to the extent lawful) from time to time on demand
at the rate borne by the Notes plus 1.0% per annum.


 


(2)           Method
of Payment.  The Company shall pay
interest on the Notes (except Defaulted Interest) to the Persons who are the
registered Holders at the close of business on the Regular Record Date
immediately preceding the Interest Payment Date even if the Notes are cancelled
on registration of transfer or registration of exchange after such Regular
Record Date.  Holders must surrender
Notes to a Paying Agent to collect principal payments.  The Company shall pay principal, premium, if
any, and interest at the office or agency maintained by the Company for such
purpose under the Indenture, in money of the United States that at the time of
payment is legal tender for payment of public and private debts (“U.S. Legal
Tender”).  However, the Company may pay
interest by its check payable in such U.S. Legal Tender.  The Company may deliver any such interest
payment to the Paying Agent (and in case the Trustee shall then be acting as
Paying Agent, the Company shall deposit the aggregate amount of such interest
payment with the Trustee no later than 10:00 a.m., New York City time, on
such scheduled payment date, in immediately available funds and designated for
and sufficient to pay all interest on the Notes then due) or to a Holder at the
Holder’s registered address set forth in the Register.


 


(3)           Paying
Agent and Registrar.  Initially, The
Bank of New York Trust Company, N.A., a national banking association, not in
its individual capacity but solely as trustee (the “Trustee”), will act as
Paying Agent and Registrar.  The Company
may change any Paying Agent, Registrar or co-Registrar without notice to the
Holders.


 


(4)           Indenture.  The Company issued the Notes under an
Indenture, dated as of February 1, 2006 (the “Indenture”), by and among
the Company, the Guarantor and the Trustee. 
This Note is one of a duly authorized issue of Notes of the Company
designated as its 8% Contingent Senior Notes. 
The Notes are limited in aggregate principal amount to
$500,000,000.  Capitalized terms herein
are used as defined in the Indenture unless otherwise defined herein.  The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code §§ 77aaa–77bbbb) (the “TIA”), as in
effect on the date of the Indenture. 
Notwithstanding anything to the contrary herein, the Notes are subject
to all such terms, and Holders of Notes are referred to the Indenture and the
TIA for a statement of them.  To the
extent any provision of these Notes conflicts with the express


 


B-3

















 


provisions
of the Indenture, the provisions of the Indenture shall govern and be
controlling.  The Notes are general
unsecured obligations of the Company.


 


(5)           Optional Redemption.


 


The Notes will be redeemable, at the Company’s option,
in whole at any time or in part from time to time, as set forth below:


 


On or after the Issuance Date, the Notes will be
subject to redemption at 100% of the principal amount thereof plus
accrued and unpaid interest thereon to but not including the applicable
Redemption Date.


 


Notwithstanding the foregoing, if the notice of
redemption is mailed prior to an Interest Payment Date but the Redemption Date
falls after such Interest Payment Date, then the applicable interest shall be
paid on such Interest Payment Date and the accrued and unpaid interest to the
Redemption Date shall be that interest accruing from such Interest Payment Date
to but excluding the Redemption Date.


 


(6)           Notice
of Redemption.  Notice of redemption
shall be mailed at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Notes to be redeemed at such Holder’s
registered address set forth in the Register. 
Notes in denominations larger than $1,000 may be redeemed in part.


 


Except as set forth in the Indenture, if monies for
the redemption of the Notes called for redemption shall have been deposited
with the Paying Agent for redemption on such Redemption Date, then, unless the
Company defaults in the payment of such Redemption Price plus accrued interest,
if any, the Notes called for redemption will cease to bear interest from and
after such Redemption Date and the only right of the Holders of such Notes will
be to receive payment of the Redemption Price plus accrued interest, if any.


 


(7)           Mandatory
Redemption.  Section 10.8 of the
Indenture provides that, upon the occurrence of a Change in Ownership or a
Fundamental Change, and subject to further limitations contained therein, the
Company will make an offer to purchase the Notes in accordance with the
procedures set forth in the Indenture.


 


(8)           Denominations;
Transfer; Exchange.  The Notes are in
registered form, without coupons, in denominations of $1,000 or any integral
multiple thereof.  A Holder shall
register the transfer of or exchange Notes in accordance with the
Indenture.  The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture.  The Registrar need not register the transfer
of or exchange of any Notes or portions thereof selected for redemption.


 


(9)           Persons
Deemed Owners.  The registered Holder
of a Note shall be treated as the owner of it for all purposes.


 


(10)         Unclaimed
Money.  If money for the payment of
principal or interest remains unclaimed for two years, the Trustee and the
Paying Agent will pay the money back to


 


B-4

















 


the
Company.  After that, all liability of
the Trustee and such Paying Agent with respect to such money shall cease.


 


(11)         Discharge
Prior to Redemption or Maturity.  If
the Company at any time deposits with the Trustee U.S. Legal Tender or U.S.
Government Obligations sufficient to pay the principal of and interest on the
Notes to redemption or Maturity and complies with the other provisions of the
Indenture relating thereto, the Company will be discharged from certain
provisions of the Indenture and the Notes (including certain covenants, but
excluding its obligation to pay the principal of and interest on the Notes).


 


(12)         Amendment;
Supplement; Waiver.  Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented with the
written consent of the Holders of at least a majority in aggregate principal
amount of the Notes then Outstanding, and any existing Default or Event of
Default or noncompliance with any provision of the Indenture or the Notes may
be waived with the written consent of the Holders of a majority in aggregate
principal amount of the Notes then Outstanding. 
Without notice to or consent of any Holder, the parties thereto may
amend or supplement the Indenture or the Notes to, among other things, cure any
ambiguity or correct or supplement any provision in the Indenture which may be
defective or inconsistent with any other provision therein.


 


(13)         Restrictive
Covenants.  The Indenture imposes
certain limitations on the ability of the Company to, among other things, merge
or consolidate with any other Person or sell, convey, transfer or otherwise
dispose of all or substantially all of its property or assets.  Such limitations are subject to a number of
important qualifications and exceptions.


 


(14)         Defaults
and Remedies.  If an Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of Notes then Outstanding may declare all the Notes
to be due and payable in the manner, at the time and with the effect provided
in the Indenture.  Holders of Notes may
not enforce the Indenture or the Notes except as provided in the Indenture.  Subject to the terms of the Indenture, the
Trustee is not obligated to enforce the Indenture or the Notes unless it has
received indemnity reasonably satisfactory to it.  The Indenture permits, subject to certain
limitations therein provided, Holders of a majority in aggregate principal
amount of the Notes then Outstanding to direct the Trustee in its exercise of
any trust or power.  The Trustee may
withhold from Holders of Notes notice of any continuing Default or Event of
Default (except a Default in payment of principal or interest) in accordance
with the provisions of the Indenture if it determines that withholding notice
is in their interest.


 


(15)         Trustee
Dealings with Company.  The Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Notes and may otherwise deal with the Company, its
Subsidiaries or their respective Affiliates as if it were not the Trustee.


 


(16)         No
Recourse Against Others.  No
stockholder, director, officer, employee or incorporator, as such, of the
Company or the Guarantor shall have any liability for any obligation of the
Company under the Notes, the Note Guarantee or the Indenture or for any claim
based on, in respect of or by reason of, such obligations or their creation.  Each Holder of a Note


 


B-5

















 


by
accepting a Note waives and releases all such liability.  The waiver and release are part of the
consideration for the issuance of the Notes.


 


(17)         Authentication.  This Note shall not be valid until the
Trustee or Authenticating Agent manually signs the certificate of
authentication on this Note.


 


(18)         Governing
Law.  The laws of the State of New
York shall govern this Note and the Indenture, without regard to principles of
conflicts of law.


 


(19)         Abbreviations
and Defined Terms.  Customary
abbreviations may be used in the name of a Holder of a Note or an assignee,
such as: TEN CON (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


 


(20)         CUSIP
Numbers.  Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes as
a convenience to the Holders of the Notes. 
No representation is made as to the accuracy of such numbers as printed
on the Notes and reliance may be placed only on the other identification
numbers printed hereon.


 


(21)         Indenture.  Each Holder, by accepting a Note, agrees to
be bound by all of the terms and provisions of the Indenture, as the same may
be amended from time to time.


 


(22)         Guarantee.  The Guarantor has unconditionally guaranteed,
to the extent set forth in the Indenture, the due and punctual payment of the principal
of, premium, if any, and interest on the Notes when due, whether at Stated
Maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all other
obligations of the Company to the Holders or the Trustee under the Indenture
and the Notes.


 


The Company will furnish to any Holder of a Note upon
written request and without charge a copy of the Indenture, which has the text
of this Note in larger type.  Requests
may be made to: UAL Corporation, P.O. Box 66919, Chicago, Illinois 60666,
Attn:  Treasurer.


 


B-6

















 


ASSIGNMENT FORM


 


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


 


I or we assign and transfer this Note to:


 


	
   

  
	
   

  
	
   

  
	
  (Print or type name, address and zip code and social
  security or tax ID number of assignee)

  

  and irrevocably appoint                                                                       ,
  agent to transfer this Note on the books of the Company.  The agent may substitute another to act for
  him.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  
	
   Signature
  Guarantee:

  	
   

  
							



 


B-7

















 


(OPTION OF HOLDER TO ELECT REDEMPTION)


 


o


 


If you want to elect to have this Note purchased by
the Company pursuant to Section 10.8 of the Indenture, check the box
below:


 


If you want to elect to have only part of this Note
purchased by the Company pursuant to Section 10.8 of the Indenture, state
the amount you elect to have purchased:


 


	
  $

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NOTICE:  The signature on this assignment must
  correspond with the name as it appears upon the face of the within Note in
  every particular without alteration or enlargement or any change whatsoever
  and be guaranteed by the endorser’s bank or broker.

  
	
   

  
	
  Signature Guarantee: 

  	
   

  
									



 


B-8

















 


EXHIBIT C


 


FORM OF
NOTATION OF GUARANTEE


 


For value received, the Guarantor (which term includes
any successor Person under the Indenture) has unconditionally guaranteed, to
the extent set forth in the Indenture (the “Indenture”) among UAL Corporation
(the “Company”), the Guarantor and The Bank of New York Trust Company, N.A., as
trustee (the “Trustee”), (a) the due and punctual payment of the principal
of, premium, if any, and interest on the Notes (as defined in the Indenture),
whether at maturity, by acceleration, redemption or otherwise, the due and
punctual payment of interest on overdue principal of and interest on the Notes,
if any, if lawful, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with
the terms of the Indenture and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise.  The obligations of the
Guarantor to the Holders of Notes and to the Trustee pursuant to the Note
Guarantee and the Indenture are expressly set forth in Article 11 of the
Indenture and reference is hereby made to the Indenture for the precise terms
of the Note Guarantee.


 


 


	
   

  	
  UNITED AIR LINES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


C-1