exv4w3






Exhibit 4.3




 





DRESSER-RAND GROUP INC.




and




THE GUARANTORS FROM TIME TO TIME PARTY HERETO




Debt Securities




Indenture




Dated as of [                    ]




[                                                            ],




as Trustee




 











 



 




CROSS-REFERENCE TABLE




This Cross-Reference Table is not a part of the Indenture.




	 	 	 
	TIA	 	Indenture
	Section	 	Section
	310(a)(1)
	 	7.10
	(a)(2) 
	 	7.10
	(a)(3) 
	 	N.A.
	(a)(4) 
	 	N.A.
	(b)
	 	7.08; 7.10; 12.02
	 
	311(a) 
	 	7.11
	(b)
	 	7.11
	(c)
	 	N.A.
	 
	312(a)
	 	2.05
	(b)
	 	12.03
	(c)
	 	12.03
	 
	313(a) 
	 	7.06
	(b)(1) 
	 	N.A.
	(b)(2) 
	 	7.06
	(c)
	 	12.02
	(d)
	 	7.06
	 
	314(a) 
	 	4.03; 12.02
	(b)
	 	N.A.
	(c)(1) 
	 	12.04
	(c)(2) 
	 	12.04
	(c)(3) 
	 	N.A.
	(d)
	 	N.A.
	(e)
	 	12.05
	 
	315(a) 
	 	7.01(b)
	(b)
	 	7.05; 12.02
	(c)
	 	7.01(a)
	(d)
	 	7.01(c)
	(e)
	 	6.11
	 
	316(a)(last sentence)
	 	12.06
	(a)(1)(A) 
	 	6.05
	(a)(1)(B) 
	 	6.04
	(a)(2) 
	 	N.A.
	(b)
	 	6.07
	 
	317(a)(1)
	 	6.08
	(a)(2) 
	 	6.09
	(b)
	 	2.04
	 
	318(a)
	 	12.01








 




			
	N.A.	 	means Not Applicable.










 



 






TABLE OF CONTENTS




This Table of Contents is not a part of the Indenture.




	 	 	 	 	 
	 	 	Page
	ARTICLE ONE

	 
	 	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE

	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	1	 
	Section 1.02. Other Definitions
	 	 	5	 
	Section 1.03. Incorporation by Reference of Trust Indenture Act

	 	 	5	 
	Section 1.04. Rules of Construction
	 	 	6	 
	 
	 	 	 	 
	ARTICLE TWO

	 
	 	 	 	 
	THE SECURITIES

	 
	 	 	 	 
	Section 2.01. Form and Dating
	 	 	6	 
	Section 2.02. Execution and Authentication
	 	 	8	 
	Section 2.03. Registrar and Paying Agent
	 	 	8	 
	Section 2.04. Paying Agent to Hold Money in Trust
	 	 	9	 
	Section 2.05. Securityholder Lists
	 	 	9	 
	Section 2.06. Transfer and Exchange
	 	 	9	 
	Section 2.07. Replacement Securities
	 	 	9	 
	Section 2.08. Outstanding Securities
	 	 	10	 
	Section 2.09. Temporary Securities
	 	 	10	 
	Section 2.10. Cancellation
	 	 	10	 
	Section 2.11. Defaulted Interest
	 	 	10	 
	Section 2.12. Treasury Securities
	 	 	10	 
	Section 2.13. CUSIP/ISIN Numbers
	 	 	11	 
	Section 2.14. Deposit of Moneys
	 	 	11	 
	Section 2.15. Book-Entry Provisions for Global Security
	 	 	11	 
	 
	 	 	 	 
	ARTICLE THREE

	 
	 	 	 	 
	REDEMPTION

	 
	 	 	 	 
	Section 3.01. Notices to Trustee
	 	 	12	 
	Section 3.02. Selection of Securities to be Redeemed
	 	 	13	 
	Section 3.03. Notice of Redemption
	 	 	13	 
	Section 3.04. Effect of Notice of Redemption
	 	 	14	 
	Section 3.05. Deposit of Redemption Price
	 	 	14	 
	Section 3.06. Securities Redeemed in Part
	 	 	14	 
	 
	 	 	 	 
	ARTICLE FOUR

	 
	 	 	 	 
	COVENANTS

	 
	 	 	 	 
	Section 4.01. Payment of Securities
	 	 	14	 
	Section 4.02. Maintenance of Office or Agency
	 	 	14	 
	Section 4.03. Compliance Certificate
	 	 	14	 
	Section 4.04. Payment of Taxes; Maintenance of Corporate Existence;
Maintenance of Properties
	 	 	15	 
	Section 4.05. Additional Guarantors
	 	 	15	 





- i -









 



 


	 	 	 	 	 
	 	 	Page
	Section 4.06. Waiver of Stay, Extension or Usury Laws
	 	 	15	 
	 
	 	 	 	 
	ARTICLE FIVE

	 
	 	 	 	 
	SUCCESSOR CORPORATION

	 
	 	 	 	 
	Section 5.01. When Company May Merge, etc
	 	 	16	 
	 
	 	 	 	 
	ARTICLE SIX

	 
	 	 	 	 
	DEFAULTS AND REMEDIES

	 
	 	 	 	 
	Section 6.01. Events of Default
	 	 	16	 
	Section 6.02. Acceleration
	 	 	18	 
	Section 6.03. Other Remedies
	 	 	18	 
	Section 6.04. Waiver of Existing Defaults
	 	 	19	 
	Section 6.05. Control by Majority
	 	 	19	 
	Section 6.06. Limitation on Suits
	 	 	19	 
	Section 6.07. Rights of Holders to Receive Payment
	 	 	19	 
	Section 6.08. Collection Suit by Trustee
	 	 	19	 
	Section 6.09. Trustee May File Proofs of Claim
	 	 	20	 
	Section 6.10. Priorities
	 	 	20	 
	Section 6.11. Undertaking for Costs
	 	 	20	 
	 
	 	 	 	 
	ARTICLE SEVEN

	 
	 	 	 	 
	TRUSTEE

	 
	 	 	 	 
	Section 7.01. Duties of Trustee
	 	 	20	 
	Section 7.02. Rights of Trustee
	 	 	21	 
	Section 7.03. Individual Rights of Trustee
	 	 	22	 
	Section 7.04. Trustee’s Disclaimer
	 	 	22	 
	Section 7.05. Notice of Defaults
	 	 	22	 
	Section 7.06. Reports by Trustee to Holders
	 	 	22	 
	Section 7.07. Compensation and Indemnity
	 	 	22	 
	Section 7.08. Replacement of Trustee
	 	 	23	 
	Section 7.09. Successor Trustee by Merger, etc
	 	 	23	 
	Section 7.10. Eligibility; Disqualification
	 	 	24	 
	Section 7.11. Preferential Collection of Claims Against Company

	 	 	24	 
	 
	 	 	 	 
	ARTICLE EIGHT

	 
	 	 	 	 
	DISCHARGE OF INDENTURE

	 
	 	 	 	 
	Section 8.01. Defeasance upon Deposit of Moneys or Government
Obligations
	 	 	24	 
	Section 8.02. Survival of the Company’s Obligations
	 	 	26	 
	Section 8.03. Application of Trust Money
	 	 	26	 
	Section 8.04. Repayment to the Company
	 	 	26	 
	Section 8.05. Reinstatement
	 	 	27	 
	ARTICLE NINE

	 
	 	 	 	 
	GUARANTEES

	 
	 	 	 	 
	Section 9.01. Unconditional Guarantees
	 	 	27	 








- ii -







 



 


	 	 	 	 	 
	 	 	Page
	Section 9.02. Severability
	 	 	28	 
	Section 9.03. Release of a Guarantor
	 	 	28	 
	Section 9.04. Limitation of a Guarantor’s Liability
	 	 	28	 
	Section 9.05. Contribution
	 	 	28	 
	Section 9.06. Waiver of Subrogation
	 	 	29	 
	Section 9.07. Execution of Guarantee
	 	 	29	 
	 
	 	 	 	 
	ARTICLE TEN

	 
	 	 	 	 
	AMENDMENTS, SUPPLEMENTS AND WAIVERS

	 
	 	 	 	 
	Section 10.01. Without Consent of Holders
	 	 	29	 
	Section 10.02. With Consent of Holders
	 	 	30	 
	Section 10.03. Compliance with Trust Indenture Act
	 	 	31	 
	Section 10.04. Revocation and Effect of Consents
	 	 	31	 
	Section 10.05. Notation on or Exchange of Securities
	 	 	32	 
	Section 10.06. Trustee to Sign Amendments, etc
	 	 	32	 
	 
	 	 	 	 
	ARTICLE ELEVEN

	 
	 	 	 	 
	SECURITIES IN FOREIGN CURRENCIES

	 
	 	 	 	 
	Section 11.01. Applicability of Article
	 	 	32	 
	 
	 	 	 	 
	ARTICLE ELEVEN

	 
	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 
	Section 12.01. Trust Indenture Act Controls
	 	 	32	 
	Section 12.02. Notices
	 	 	32	 
	Section 12.03. Communications by Holders with Other Holders

	 	 	33	 
	Section 12.04. Certificate and Opinion as to Conditions Precedent

	 	 	33	 
	Section 12.05. Statements Required in Certificate or Opinion

	 	 	33	 
	Section 12.06. Rules by Trustee and Agents
	 	 	34	 
	Section 12.07. Legal Holidays
	 	 	34	 
	Section 12.08. Governing Law
	 	 	34	 
	Section 12.09. No Adverse Interpretation of Other Agreements

	 	 	34	 
	Section 12.10. No Recourse Against Others
	 	 	34	 
	Section 12.11. Successors and Assigns
	 	 	34	 
	Section 12.12. Duplicate Originals
	 	 	34	 
	Section 12.13. Severability
	 	 	35	 
	 
	 	 	 	 
	SIGNATURES
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT A – Form of Security
	 	 	 	 





- iii -









 



- 1 -


     INDENTURE dated as of [                    ], 2009 (the “Base Indenture”), by and among
DRESSER-RAND GROUP INC., a Delaware corporation (the “Company”), each of the Guarantors from time
to time party hereto in respect of a particular Series of Securities (each as defined in
Section 1.01 below) and [                                        ], as trustee (the “Trustee”).



     Each party agrees as follows for the benefit of the other party and for the equal and ratable
benefit of the Holders of the Company’s debt securities issued under this Base Indenture:



ARTICLE ONE




DEFINITIONS AND INCORPORATION BY REFERENCE




Section 1.01. Definitions.




     “Affiliate” means, when used with reference to a specified person, any Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the Person
specified.



     “Agent” means any Registrar, Paying Agent or co-Registrar or agent for service of notices and
demands.



     “Authorizing Resolution” means a resolution adopted by the Board of Directors or by an Officer
or committee of Officers pursuant to Board delegation authorizing a Series of Securities.



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



     “Board of Directors” means the Board of Directors of the Company or any duly authorized
committee thereof.



     “Capital Stock” means, with respect to any Person, any and all shares, interests,
participations or other equivalents (however designated) of or in such Person’s capital stock or
other equity interests.



     “Capitalized Lease Obligations” of any Person means, at the time any determination thereof is
to be made, the obligations of such Person to pay rent or other amounts under a lease that is
required to be capitalized for financial reporting purposes in accordance with GAAP, and the amount
of such obligations will be the capitalized amount thereof determined in accordance with GAAP.



     “Company” means the party named as such in this Indenture until a successor replaces it
pursuant to the Indenture and thereafter means the successor.



     “control” means, when used with respect to any Person, 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.



     “Currency Agreement” of any Person means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect such Person or any of its
Subsidiaries against fluctuations in currency values.



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



     “Definitive Security” means a certificated Security registered in the name of the
Securityholder thereof.



     “Depositary” means, with respect to Securities of any Series which the Company shall determine
will be issued in whole or in part as a Global Security, DTC, another clearing agency, or any
successor registered as a









 



- 2 -



clearing agency under the Exchange Act, and any other applicable U.S. or
foreign statute or regulation, which, in each case, shall be designated by the Company pursuant to
Section 2.01.



     “Dollars” and “$” mean United States Dollars.



     “DTC” means The Depository Trust Company, New York, New York.



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



     “Foreign Currency” means any currency, currency unit or composite currency, including, without
limitation, the euro, issued by the government of one or more countries other than the United
States of America or by any recognized confederation or association of such governments.



     “GAAP” means generally accepted accounting principles set forth in the accounting standards
codification of the Financial Accounting Standards Board or in such other statements by such or any
other entity as may be approved by a significant segment of the accounting profession of the United
States, as in effect on the date of this Base Indenture.



     “Global Security” means, with respect to any Series of Securities, a Security executed by the
Company and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction,
all in accordance with the Indenture, which shall be registered in the name of the Depositary or
its nominee.



     “Government Obligations” means securities which are (i) direct obligations of the United
States or the other government or governments in the confederation which issued the Foreign
Currency in which the principal of or any interest on the Security of the applicable Series shall
be payable, in each case 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 or such other government or governments, in each case the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States or such other
government or governments, which, in either case are not callable or redeemable at the option of
the issuer or issuers thereof, and shall also include a depositary receipt issued by a bank or
trust company as custodian with respect to any such Government Obligations 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 or the
specific payment of interest on or principal of the Government Obligation evidenced by such
depositary receipt.



     “Guarantee” means the guarantee of Securities of any applicable Series by each Guarantor
thereof under this Indenture.



     “Guarantors” means with respect to any Series (i) the Company’s Subsidiaries signatory to the
supplemental indenture or specified in the Authorizing Resolution with respect to such Series as
the initial Guarantors of such Series, and (ii) each of the Company’s Subsidiaries that becomes a
Guarantor of such Series pursuant to the provisions of this Indenture, in each case until released
from its Guarantee pursuant to the provisions of this Indenture.



     “Holder” or “Securityholder” means the Person in whose name a Security is registered on the
Registrar’s books.



     “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person,
whether or not contingent:




	 	(1)	 	in respect of borrowed money;
	 
	 	(2)	 	evidenced by bonds, notes, debentures or similar instruments;










 



- 3 -


	 	(3)	 	in respect of letters of credit (or reimbursement agreements in respect
thereof) or banker’s acceptances;
	 
	 	(4)	 	representing Capitalized Lease Obligations;
	 
	 	(5)	 	in respect of the balance deferred and unpaid of the purchase price of any
property, except (i) any such balance that constitutes an accrued expense or trade
payable, or (ii) any obligation to pay a contingent purchase price as long as such
obligation remains contingent; or
	 
	 	(6)	 	in respect of any Interest Protection Agreement or Currency Agreement,




if and to the extent any of the preceding items (other than letters of credit and any Interest
Protection Agreement or Currency Agreement) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes
all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not
such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included,
the guarantee by such Person of any indebtedness of any other Person.




     Except as otherwise expressly provided in this Indenture, the amount of any Indebtedness
outstanding as of any date shall be:




	 	(a)	 	with respect to contingent obligations, the maximum liability
upon the occurrence of the contingency giving rise to the obligation;
	 
	 	(b)	 	with respect to any Interest Protection Agreement or Currency
Agreement, the net amount payable thereunder if such agreement were terminated
at that time due to default by such Person;
	 
	 	(c)	 	the accreted value thereof, in the case of any Indebtedness
issued at a discount to par; or
	 
	 	(d)	 	except as provided above, the principal amount or liquidation
preference thereof, in the case of any other Indebtedness.





     “Indenture” means this Base Indenture as amended or supplemented from time to time, including
pursuant to any Authorizing Resolution or supplemental indenture pertaining to any Series, and
including, for all purposes of this instrument and any such Authorizing Resolution or supplemental
indenture, the provisions of the TIA that are deemed to be a part of and govern this Base Indenture
and any such Authorizing Resolution or supplemental indenture, respectively.



     “Interest Protection Agreement” of any Person means any interest rate swap agreement, interest
rate collar agreement, option or futures contract or other similar agreement or arrangement
designed to protect such Person or any of its Subsidiaries against fluctuations in interest rates
with respect to Indebtedness.



     “Investments” means, with respect to any Person, all investments by such Person in other
Persons in the form of direct or indirect loans (but excluding advances to customers in the
ordinary course of business that are recorded as accounts receivable on the balance sheet of such
Person and guarantees of Indebtedness not otherwise prohibited from being incurred under this
Indenture), advances or capital contributions (excluding commission, travel, payroll,
entertainment, relocation and similar advances to officers and employees and profit sharing plan
contributions made in the ordinary course of business), and purchases or other acquisitions for
consideration of Indebtedness, Capital Stock or other securities. If the Company or any Restricted
Subsidiary sells or otherwise disposes of any Capital Stock of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or disposition, such
Person is no longer a Subsidiary of the Company, the Company shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market value of the
Company of such Subsidiary not sold or disposed of, as determined in good faith by the Board of
Directors.









 



- 4 -


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



     “Lien” means, with respect to any Property, any mortgage, deed of trust, lien, pledge, charge,
hypothecation, security interest or encumbrance of any kind in respect of such Property. For
purposes of this definition, a Person shall be deemed to own, subject to a Lien, any Property which
it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement relating to such Property.



     “Non-Recourse Indebtedness” with respect to any Person means Indebtedness of such Person for
which (i) the sole legal recourse for collection of principal and interest on such Indebtedness is
against the specific Property identified in the instruments evidencing or securing such
Indebtedness (and any accessions thereto and proceeds thereof) and such Property was acquired with
the proceeds of such Indebtedness or such Indebtedness was incurred within 180 days after the
acquisition of such Property and (ii) no other assets of such Person may be realized upon in
collection of principal or interest on such Indebtedness. Indebtedness which is otherwise
Non-Recourse Indebtedness will not lose its character as Non-Recourse Indebtedness because there is
recourse to the borrower, any guarantor or any other Person for (i) environmental or tax warranties
and indemnities and such other representations, warranties, covenants and indemnities as are
customarily required in such transactions, or (ii) indemnities for and liabilities arising from
fraud, misrepresentation, misapplication or non-payment of rents, profits, insurance and
condemnation proceeds and other sums actually received by the borrower from secured assets to be
paid to the lender, waste and mechanics’ liens.



     “NYUCC” means the New York Uniform Commercial Code, as in effect from time to time.



     “Officer” means the Chairman of the Board, the President, any Vice President, the Treasurer,
the Controller or the Secretary of the Company or a Guarantor, as applicable.



     “Officers’ Certificate” means a certificate signed by two Officers or by an Officer and an
Assistant Treasurer or an Assistant Secretary of the Company.



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



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



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



     “Property” of any Person means all types of real, personal, tangible, intangible or mixed
property owned by such Person, whether or not included in the most recent consolidated balance
sheet of such Person and its Subsidiaries under GAAP.



     “Restricted Subsidiary” means any Subsidiary of the Company which is not an Unrestricted
Subsidiary.



     “SEC” means the Securities and Exchange Commission or any successor agency performing the
duties now assigned to it under the TIA.



     “Securities” means any Securities that are issued under this Base Indenture.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Series” means a series of Securities established under this Base Indenture.









 



- 5 -


     “Significant Subsidiary” means any Subsidiary of the Company which would constitute a
“significant subsidiary” as defined in Rule 1.02 of Regulation S-X under the Securities Act and the
Exchange Act.



     “Subsidiary” of any Person means any corporation or other entity of which a majority of the
Capital Stock having ordinary voting power to elect a majority of the board of directors of such
entity or other persons performing similar functions is at the time directly or indirectly owned or
controlled by such Person.



     “TIA” means the Trust Indenture Act of 1939, as in effect from time to time, except as
otherwise provided herein.



     “Trustee” means the party named as such in this Base Indenture until a successor replaces it
pursuant to this Base Indenture and thereafter means the successor serving hereunder; provided,
however, that if at any time there is more than one such Person, “Trustee” as used with respect to
the Securities of any Series shall mean only the Trustee with respect to Securities of that Series.



     “Trust Officer” means the Chairman of the Board, the President, any Vice President or any
other officer or assistant officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.



     “United States” means the United States of America.



     “Unrestricted Subsidiary” means, with respect to any Series, any Subsidiary of the Company (1)
so designated by a resolution adopted by the Board of Directors of the Company as provided below
and (2) any Subsidiary of an Unrestricted Subsidiary, subject, in each case, to such conditions as
may be stated in the supplemental indenture or specified in the Authorizing Resolution with respect
to such Series.



Section 1.02. Other Definitions.




	 	 	 	 	 
	Term	 	Defined in Section	 
	Agent Members
	 	 	2.15	 
	Base Indenture
	 	 	Preamble	 
	Business Day
	 	 	12.07	 
	Covenant Defeasance
	 	 	8.01	 
	Custodian
	 	 	6.01	 
	Event of Default
	 	 	6.01	 
	Funding Guarantor
	 	 	9.05	 
	Guarantee
	 	 	9.01	 
	Legal Defeasance
	 	 	8.01	 
	Legal Holiday
	 	 	12.07	 
	Paying Agent
	 	 	2.03	 
	Payment Default
	 	 	6.01	 
	Registrar
	 	 	2.03	 
	Security Register
	 	 	2.03	 
	Successor
	 	 	5.01	 






Section 1.03. Incorporation by Reference of Trust Indenture Act.




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



     “Commission” means the SEC.



     “indenture securities” means the Securities of a particular Series.









 



- 6 -


     “indenture security holder” means a Securityholder.



     “indenture to be qualified” means this Indenture.



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



     “obligor” on the indenture securities means the Company, each of the Guarantors, or any other
obligor on the Securities of a Series or any Guarantees thereof.



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



Section 1.04. Rules of Construction.




     Unless the context otherwise requires:




	 	(1)	 	a term has the meaning assigned to it herein;
	 
	 	(2)	 	an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP and all accounting determinations shall be made in accordance with
GAAP;
	 
	 	(3)	 	“or” is not exclusive and “including” means “including without limitation”;
	 
	 	(4)	 	words in the singular include the plural, and in the plural include the
singular;
	 
	 	(5)	 	“herein,” “hereof” and “hereunder,” and other words of similar import, refer to
this Indenture as a whole (including any Authorizing Resolution or supplemental
indenture relating to the relevant Series) and not to any particular Article, Section
or other subdivision;
	 
	 	(6)	 	all exhibits are incorporated by reference herein and expressly made a part of
this Indenture; and
	 
	 	(7)	 	any transaction or event shall be considered “permitted by” or made “in
accordance with” or “in compliance with” this Indenture or any particular provision
thereof if such transaction or event is not expressly prohibited by this Indenture or
such provision, as the case may be.





ARTICLE TWO




THE SECURITIES




Section 2.01. Form and Dating.




     The aggregate principal amount of Securities that may be issued under this Base Indenture is
unlimited. The Securities may be issued from time to time in one or more Series. Each Series
shall be created by an Authorizing Resolution or a supplemental indenture that establishes the
terms of the Series, which may include the following:




	 	(1)	 	the title of the Series;
	 
	 	(2)	 	the aggregate principal amount (or any limit on the aggregate principal amount)
of the Series and, if any Securities of a Series are to be issued at a discount from
their face amount, the method of computing the accretion of such discount;
	 
	 	(3)	 	the interest rate or method of calculation of the interest rate;
	 
	 	(4)	 	the date from which interest will accrue;










 



- 7 -


	 	(5)	 	the record dates for interest payable on Securities of the Series;
	 
	 	(6)	 	the dates when, places where and manner in which principal and interest are
payable;
	 
	 	(7)	 	the Registrar and Paying Agent;
	 
	 	(8)	 	the terms of any mandatory (including any sinking fund requirements) or
optional redemption by the Company;
	 
	 	(9)	 	the terms of any redemption at the option of Holders;
	 
	 	(10)	 	the permissible denominations in which Securities of such Series are issuable,
if different from $2,000 and multiples of $1,000 in excess thereof;
	 
	 	(11)	 	whether Securities of such Series will be issued in registered or bearer form
and the terms of any such forms of Securities;
	 
	 	(12)	 	whether the Securities of the Series shall be issued in whole or in part in the
form of a Global Security or Securities, the terms and conditions, if different from
those contained in this Base Indenture, upon which such Global Security or Securities
may be exchanged in whole or in part for Definitive Securities; the Depositary for such
Global Security or Securities; the form of any legend or legends, if any, to be borne
by any such Global Security or Securities in addition to or in lieu of the legends
referred to in Section 2.15;
	 
	 	(13)	 	the currency or currencies (including any composite currency) in which
principal or interest or both may be paid;
	 
	 	(14)	 	if payments of principal or interest may be made in a currency other than that
in which Securities of such Series are denominated, the manner for determining such
payments, including the time and manner of determining the exchange rate between the
currency in which such Securities are denominated and the currency in which such
Securities or any of them may be paid, and any deletions from or modifications of or
additions to the terms of this Indenture to provide for or to facilitate the issuance
of Securities denominated or payable, at the election of the Company or a Holder
thereof or otherwise, in a Foreign Currency;
	 
	 	(15)	 	provisions for electronic issuance of Securities or issuance of Securities of
such Series in uncertificated form;
	 
	 	(16)	 	any Events of Default, covenants and/or defined terms in addition to or in lieu
of those set forth in this Base Indenture;
	 
	 	(17)	 	whether and upon what terms Securities of such Series may be defeased or
discharged if different from the provisions set forth in this Base Indenture;
	 
	 	(18)	 	the form of the Securities of such Series, which, unless the Authorizing
Resolution or supplemental indenture otherwise provides, shall be in the form of
Exhibit A;
	 
	 	(19)	 	any terms that may be required by or advisable under applicable law;
	 
	 	(20)	 	the percentage of the principal amount of the Securities of such Series which
is payable if the maturity of the Securities of such Series is accelerated in the case
of Securities issued at a discount from their face amount;
	 
	 	(21)	 	whether Securities of such Series will or will not have the benefit of
Guarantees and the Company’s Subsidiaries that will be the initial Guarantors of such
Series and, if applicable, the










 



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	 	 	 	terms and conditions upon which such Guarantees may be
subordinated to other indebtedness of the respective Guarantors;
	 
	 	(22)	 	whether the Securities of such Series are senior or subordinated debt
securities, and if subordinated debt securities, the terms of such subordination;
	 
	 	(23)	 	whether the Securities of the Series will be convertible into or exchangeable
for other Securities, common shares or other securities of any kind of the Company or
another obligor, and, if so, the terms and conditions upon which such Securities will
be so convertible or exchangeable, including the initial conversion or exchange price
or rate or the method of calculation, how and when the conversion price or exchange
ratio may be adjusted, whether conversion or exchange is mandatory, at the option of
the holder or at the Company’s option, the conversion or exchange period, and any other
provision in relation thereto; and
	 
	 	(24)	 	any other terms in addition to or different from those contained in this Base
Indenture applicable to such Series.





     All Securities of one Series need not be issued at the same time and, unless otherwise
provided, a Series may be reopened for issuances of additional Securities of such Series pursuant
to an Authorizing Resolution, an Officers’ Certificate or in any indenture supplemental hereto.



     The creation and issuance of a Series and the authentication and delivery thereof are not
subject to any conditions precedent.



Section 2.02. Execution and Authentication.




     One Officer shall sign the Securities for the Company by manual or facsimile signature. Each
Guarantor shall execute the Guarantee in the manner set forth in Section 9.07.



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



     A Security shall not be valid until the Trustee manually signs the certificate of
authentication on the Security. The signature shall be conclusive evidence that the Security has
been authenticated under this Base Indenture.



     The Trustee shall authenticate Securities for original issue upon receipt of an Officers’
Certificate of the Company. Each Security shall be dated the date of its authentication.



Section 2.03. Registrar and Paying Agent.




     The Company shall maintain an office or agency where Securities may be presented for
registration of transfer or where Securities of a Series that are convertible or exchangeable may
be surrendered for conversion or exchange (“Registrar”), an office or agency where Securities may
be presented for payment (“Paying Agent”) and an office or agency where notices and demands to or
upon the Company in respect of the Securities and this Indenture may be served. The Registrar
shall keep a register of the Securities and of their transfer and exchange (the “Security
Register”). The Company may have one or more co-Registrars and one or more additional paying
agents. The term “Paying Agent” includes any additional paying agent.



     The Company shall enter into an appropriate agency agreement with any Agent not a party to
this Base Indenture. The agreement shall implement the provisions of this Indenture that relate to
such Agent. The Company shall promptly notify the Trustee in writing of the name and address of
any such Agent and the Trustee shall have
the right to inspect the Securities Register at all reasonable times to obtain copies thereof,
and the Trustee shall have the right to rely upon such register as to the names and addresses of
the Holders and the principal amounts and









 



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certificate numbers thereof. If the Company fails to
maintain a Registrar or Paying Agent or fails to give the foregoing notice, the Trustee shall act
as such.



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



Section 2.04. Paying Agent to Hold Money in Trust.




     Each Paying Agent shall hold in trust for the benefit of Securityholders and the Trustee all
money held by the Paying Agent for the payment of principal of or interest on the Securities, and
shall notify the Trustee of any default by the Company in making any such payment. If the Company
or a Subsidiary acts as Paying Agent, it shall segregate the money and hold it as a separate trust
fund. The Company at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon doing so the Paying Agent shall have no further liability for the money.



Section 2.05. Securityholder Lists.




     The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee at least five (5) Business Days before each
semiannual interest payment date and at such other times as the Trustee may request in writing a
list in such form and as of such date as the Trustee may reasonably require of the names and
addresses of Securityholders.



Section 2.06. Transfer and Exchange.




     Where a Security is presented to the Registrar or a co-Registrar with a request to register a
transfer, the Registrar shall register the transfer as requested if the requirements of Section
8-401(a) of the NYUCC are met and the other provisions of this Section 2.06 are satisfied.
Where Securities are presented to the Registrar or a co-Registrar with a request to exchange them
for an equal principal amount of Securities of other denominations, the Registrar shall make the
exchange as requested if the same requirements are met. To permit transfers and exchanges, the
Trustee shall authenticate Securities at the Registrar’s request. The Registrar need not transfer
or exchange any Security selected for redemption or repurchase, except the unredeemed or
repurchased part thereof if the Security is redeemed or repurchased in part, or transfer or
exchange any Securities for a period of 15 days before a selection of Securities to be redeemed or
repurchased. Any exchange or transfer shall be without charge, except that the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto except in the case of exchanges pursuant to 2.09, 3.06, or
10.05 not involving any transfer.



     Any Holder of a Global Security shall, by acceptance of such Global Security, agree that
transfers of beneficial interests in such Global Security may be effected only through a book entry
system maintained by the Holder of such Global Security (or its agent), and that ownership of a
beneficial interest in the Security shall be required to be reflected in a book entry.



Section 2.07. Replacement Securities.




     If the Holder of a Security claims that the Security has been lost, destroyed, mutilated or
wrongfully taken, the Company shall issue and execute a replacement security, the Guarantors shall
execute the related Guarantee and, upon written request of any Officer of the Company, the Trustee
shall authenticate such replacement Security, provided, in the case of a lost, destroyed or
wrongfully taken Security, that the requirements of Section 8-405 of the NYUCC are met. If any
such lost, destroyed, mutilated or wrongfully taken Security shall have matured or shall be about
to mature, the Company may, instead of issuing a substitute Security therefor, pay such Security
without requiring (except in the case of a mutilated Security) the surrender thereof. An indemnity
bond must be sufficient in the judgment of the Company and the Trustee to protect the Company, the
Trustee and any Agent from any loss
which any of them may suffer if a Security is replaced, including the acquisition of such
Security by a bona fide purchaser. The Company and the Trustee may charge for its expenses in
replacing a Security.









 



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Section 2.08. Outstanding Securities.




     Securities outstanding at any time are all Securities authenticated by the Trustee except for
those cancelled by it and those described in this Section. A Security does not cease to be
outstanding because the Company, any Guarantor or one of their Affiliates holds the Security.



     If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Security is held by a “protected
purchaser” (as such term is defined in the NYUCC).



     If the Paying Agent holds on a redemption date, purchase date or maturity date money
sufficient to pay Securities payable on that date, then on and after that date such Securities
cease to be outstanding and interest on them ceases to accrue.



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



Section 2.09. Temporary Securities.




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



Section 2.10. Cancellation.




     The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar
and Paying Agent shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange, redemption, purchase or payment. The Trustee and no one else shall cancel
and destroy, or retain in accordance with its standard retention policy, all Securities surrendered
for registration of transfer, exchange, redemption, purchase, payment or cancellation. Unless the
Authorizing Resolution or supplemental indenture so provides, the Company may not issue new
Securities to replace Securities that it has previously paid or delivered to the Trustee for
cancellation.



Section 2.11. Defaulted Interest.




     If the Company defaults in a payment of interest on the Securities of any Series, it shall pay
the defaulted interest plus any interest payable on the defaulted interest to the persons who are
Securityholders of such Series on a subsequent special record date. The Company shall fix such
special record date and a payment date which shall be reasonably satisfactory to the Trustee. At
least 15 days before such special record date, the Company shall mail to each Securityholder of the
relevant Series a notice that states the record date, the payment date and the amount of defaulted
interest to be paid. On or before the date such notice is mailed, the Company shall deposit with
the Paying Agent money sufficient to pay the amount of defaulted interest to be so paid. The
Company may pay defaulted interest in any other lawful manner if, after notice given by the Company
to the Trustee of the proposed payment, such manner of payment shall be deemed practicable by the
Trustee.



Section 2.12. Treasury Securities.




     In determining whether the Holders of the required principal amount of Securities of a Series
have concurred in any direction, waiver, consent or notice, Securities owned by the Company, the
Guarantors or any of their respective Affiliates shall be considered as though they are not
outstanding, except that for the purposes of









 



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determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Securities which the Trustee actually knows
are so owned shall be so considered.



Section 2.13. CUSIP/ISIN Numbers.




     The Company in issuing the Securities of any Series may use a “CUSIP” and/or “ISIN” or other
similar number, and if so, the Trustee shall use the CUSIP and/or ISIN or other similar number in
notices of redemption or exchange as a convenience to Holders of such Securities; provided that no
representation is hereby deemed to be made by the Trustee as to the correctness or accuracy of any
such CUSIP and/or ISIN or other similar number printed in the notice or on such Securities, and
that reliance may be placed only on the other identification numbers printed on such Securities.
The Company shall promptly notify the Trustee of any change in any CUSIP and/or ISIN or other
similar number.



Section 2.14. Deposit of Moneys.




     Prior to 11:00 a.m. New York City time on each interest payment date and maturity date with
respect to each Series of Securities, the Company shall have deposited with the Paying Agent in
immediately available funds money in the applicable currency sufficient to make cash payments due
on such interest payment date or maturity date, as the case may be, in a timely manner which
permits the Paying Agent to remit payment to the Holders of such Series on such interest payment
date or maturity date, as the case may be.



Section 2.15. Book-Entry Provisions for Global Security.




     (a) Any Global Security of a Series initially shall (i) be registered in the name of the
Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for
such Depositary and (iii) bear any required legends.



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



     (b) Transfers of any Global Security shall be limited to transfers in whole, but not in part,
to the Depositary, its successors or their respective nominees. Interests of beneficial owners in
the Global Security may be transferred or exchanged for Definitive Securities in accordance with
the rules and procedures of the Depositary. In addition, Definitive Securities shall be
transferred to all beneficial owners in exchange for their beneficial interests in a Global
Security if (i) the Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for the Global Security and a successor depository is not appointed by the Company
within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the
Registrar has received a request from the Depositary to issue Definitive Securities.



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



     (d) In connection with the transfer of an entire Global Security to beneficial owners pursuant
to paragraph (b), the Global Security shall be deemed to be surrendered to the Trustee for
cancellation, and the Company and the Guarantors shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner









 



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identified by the Depositary in exchange for its beneficial
interest in the Global Security, an equal aggregate principal amount of Definitive Securities of
the same Series in authorized denominations.



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



     (f) Unless otherwise provided in the Authorizing Resolution or supplemental indenture for a
particular Series of Securities, each Global Security of such Series shall bear legends in
substantially the following forms:




     “THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE HOLDERS OF BENEFICIAL
INTERESTS HEREIN, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
(I) THE TRUSTEE MAY MAKE ANY SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE
INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO
SECTION 2.06 OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED
TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.”




     “UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE
FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR TO ANOTHER NOMINEE
OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ANY ENTITY AS
MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE
TO SUCH ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.”



ARTICLE THREE




REDEMPTION




Section 3.01. Notices to Trustee.




     Securities of a Series that are redeemable prior to maturity shall be redeemable in accordance
with their terms and, unless the Authorizing Resolution or supplemental indenture provides
otherwise, in accordance with this Article Three.



     If the Company wants to redeem Securities pursuant to Paragraph 4 of the Securities,
it shall notify the Trustee in writing of the redemption date and the principal amount of
Securities to be redeemed. Any such notice may be cancelled at any time prior to notice of such
redemption being mailed to Holders. Any such cancelled notice shall be void and of no effect.



     If the Company wants to credit any Securities previously redeemed, retired or acquired against
any redemption pursuant to Paragraph 5 of the Securities, it shall notify the Trustee of
the amount of the credit and it shall deliver any Securities not previously delivered to the
Trustee for cancellation with such notice.









 



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     The Company shall give each notice provided for in this Section 3.01 at least 30 days
before the notice of any such redemption is to be mailed to Holders (unless a shorter notice shall
be satisfactory to the Trustee).



Section 3.02. Selection of Securities to be Redeemed.




     If fewer than all of the Securities of a Series are to be redeemed, the Trustee shall select
the Securities to be redeemed by a method the Trustee considers fair and appropriate and in a
manner that complies with applicable requirements of the Depositary. The Trustee shall make the
selection from Securities outstanding not previously called for redemption and shall promptly
notify the Company of the serial numbers or other identifying attributes of the Securities so
selected. The Trustee may select for redemption portions of the principal of Securities that have
denominations larger than the minimum denomination for the Series. Securities and portions of them
it selects shall be in amounts equal to a permissible denomination for the Series. Provisions of
this Indenture that apply to Securities called for redemption also apply to portions of Securities
called for redemption.



     Unless otherwise provided in the Authorizing Resolution or supplemental indenture relating to
a Series, if any Security selected for partial redemption is converted into or exchanged for Common
Stock or other securities, cash or other property in part before termination of the conversion or
exchange right with respect to the portion of the Security so selected, the converted portion of
such Security shall be deemed (so far as may be) to be the portion selected for redemption.
Securities which have been converted or exchanged during a selection of Securities to be redeemed
shall be treated by the Trustee as outstanding for the purpose of such selection.



Section 3.03. Notice of Redemption.




     At least 30 days but not more than 60 days before a redemption date, the Company shall mail a
notice of redemption by first-class mail, postage prepaid, to each Holder of Securities to be
redeemed.



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




	 	(1)	 	the redemption date;
	 
	 	(2)	 	the redemption price or the formula pursuant to which such price will be
calculated;
	 
	 	(3)	 	if any Security is being redeemed in part, the portion of the principal amount
of such Security to be redeemed and that, after the redemption date, upon surrender of
such Security, a new Security or Securities in principal amount equal to the unredeemed
portion shall be issued upon cancellation of the original Security;
	 
	 	(4)	 	in the case of Securities of a Series that are convertible or exchangeable into
shares of the Company’s common stock or other securities, cash or other property, the
conversion or exchange price or rate, the date or dates on which the right to convert
or exchange the principal of the Securities of such Series to be redeemed will commence
or terminate and the place or places where such Securities may be surrendered for
conversion or exchange;
	 
	 	(5)	 	the name and address of the Paying Agent;
	 
	 	(6)	 	that Securities called for redemption must be surrendered to the Paying Agent
to collect the redemption price;
	 
	 	(7)	 	that interest on Securities called for redemption ceases to accrue on and after
the redemption date; and
	 
	 	(8)	 	that the Securities are being redeemed pursuant to the mandatory redemption or
the optional redemption provisions, as applicable.










 



- 14 -







     At the Company’s request, the Trustee shall give the notice of redemption in the Company’s
name and at its expense; provided, however, that the Company shall deliver to the Trustee at least
15 days prior to the date on which notice of redemption is to be mailed or such shorter period as
may be satisfactory to the Trustee, an Officers’ Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided in the preceding
paragraph.



Section 3.04. Effect of Notice of Redemption.




     Once notice of redemption is mailed, Securities called for redemption become due and payable
on the redemption date and at the redemption price as set forth in the notice of redemption. Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption price, plus accrued
and unpaid interest to the redemption date.



Section 3.05. Deposit of Redemption Price.




     On or before the redemption date, the Company shall deposit with the Paying Agent immediately
available funds in the applicable currency sufficient to pay the redemption price of and accrued
interest on all Securities to be redeemed on that date.



Section 3.06. Securities Redeemed in Part.




     Upon surrender of a Security that is redeemed in part, the Company and the Guarantors shall
execute and the Trustee shall authenticate for each Holder a new Security of the same Series equal
in principal amount to the unredeemed portion of the Security surrendered.



ARTICLE FOUR




COVENANTS




Section 4.01. Payment of Securities.




     The Company shall pay the principal of and interest on a Series on the dates, in the currency
and in the manner provided in the Securities of the Series. An installment of principal or
interest shall be considered paid on the date it is due if the Paying Agent holds on that date
money in the applicable currency designated for and sufficient to pay the installment.



     The Company shall pay interest on overdue principal at the rate borne by the Series; it shall
pay interest on overdue installments of interest at the same rate.



Section 4.02. Maintenance of Office or Agency.




     The Company shall maintain the office or agency required under Section 2.03. The
Company shall give prior written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the 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 address of the Trustee.



Section 4.03. Compliance Certificate.




     The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of
the Company an Officers’ Certificate stating whether or not the signers know of any continuing
Default by the Company in performing any of its obligations under this Indenture. If they do know
of such a Default, the certificate shall describe the Default.









 



- 15 -


Section 4.04. Payment of Taxes; Maintenance of Corporate Existence; Maintenance of Properties.




     The Company will:



     (a) cause to be paid and discharged all lawful taxes, assessments and governmental charges or
levies imposed upon the Company and its Restricted Subsidiaries or upon the income or profits of
the Company and its Restricted Subsidiaries or upon Property or any part thereof belonging to the
Company and its Restricted Subsidiaries before the same shall be in default, as well as all lawful
claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such
Property or any part thereof; provided, however, that the Company shall not be required to cause to
be paid or discharged any such tax, assessment, charge, levy or claim so long as the validity or
amount thereof shall be contested in good faith by appropriate proceedings and the nonpayment
thereof does not, in the judgment of the Company, materially adversely affect the ability of the
Company and the Guarantors to pay all obligations under this Indenture when due; and provided
further that the Company shall not be required to cause to be paid or discharged any such tax,
assessment, charge, levy or claim if, in the judgment of the Company, such payment shall not be
advantageous to the Company in the conduct of its business and if the failure so to pay or
discharge does not, in its judgment, materially adversely affect the ability of the Company and the
Guarantors to pay all obligations under this Indenture when due;



     (b) cause to be done all things necessary to preserve and keep in full force and effect the
corporate existence of the Company and each of its Restricted Subsidiaries and to comply with all
applicable laws; provided, however, that nothing in this paragraph (b) shall prevent a
consolidation or merger of the Company or any Restricted Subsidiary not prohibited by the
provisions of Article Five, Article Nine or any other provision of this Indenture
pertaining to a Series, and the Company may discontinue the corporate existence of any Restricted
Subsidiary, or fail to comply with any such applicable laws, if, in the Company’s judgment, such
discontinuance or non-compliance does not materially adversely affect the ability of the Company
and the Guarantors to pay all obligations under this Indenture when due; and



     (c) at all times keep, maintain and preserve all the Property of the Company and the
Restricted Subsidiaries in good repair, working order and condition (reasonable wear and tear
excepted) and from time to time make all needful and proper repairs, renewals, replacements,
betterments and improvements thereto, so that the business carried on in connection therewith may
be properly and advantageously conducted at all times; provided, however, that nothing in this
paragraph (c) shall prevent the Company or any Restricted Subsidiary from discontinuing the
operation and maintenance of any such properties if such discontinuance, in the judgment of the
Company, does not materially adversely affect the ability of the Company and the Guarantors to pay
all obligations under this Indenture when due.



Section 4.05. Additional Guarantors.




     If (a) any Restricted Subsidiary that is not a Guarantor shall guarantee any Indebtedness of
the Company, or (b) the Company elects to add any Restricted Subsidiary as a Guarantor, then such
Restricted Subsidiary shall execute and deliver to the Trustee a supplemental indenture in form
reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall
unconditionally guarantee all of the Company’s obligations under the Securities of each Series
(other than a Series that, pursuant to the applicable supplemental indenture or Authorizing
Resolution, does not have the benefit of Guarantees of Restricted Subsidiaries of the Company) and
under this Indenture (as it relates to all such Series) on the terms set forth in this Indenture.
Thereafter, such Subsidiary shall
be a Guarantor for all purposes of this Indenture (as it relates to all such Series) until it
is released from its obligations as a Guarantor pursuant to the provisions of this Indenture.



Section 4.06. Waiver of Stay, Extension or Usury Laws.




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









 



- 16 -



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 FIVE




SUCCESSOR CORPORATION




Section 5.01. When Company May Merge, etc.




     Neither the Company nor any Guarantor will consolidate or merge with or into, or sell, lease,
convey or otherwise dispose of all or substantially all of its assets (including by way of
liquidation or dissolution), to any Person (in each case other than in a transaction in which the
Company or a Guarantor is the survivor of a consolidation or merger, or the transferee in a sale,
lease, conveyance or other disposition) unless:




     (1) the Person formed by or surviving such consolidation or merger (if other than the
Company or the Guarantor, as the case may be), or to which such sale, lease, conveyance or
other disposition will be made (collectively, the “Successor”), is a corporation or other
legal entity organized and existing under the laws of the United States or any state thereof
or the District of Columbia, and the Successor assumes by supplemental indenture in a form
reasonably satisfactory to the Trustee all of the obligations of the Company or the
Guarantor, as the case may be, under the Securities or a Guarantee, as the case may be, and
the Indenture, and




     (2) immediately after giving effect to such transaction, no Default or Event of Default
has occurred and is continuing.



     The foregoing provisions shall not apply to:




     (A) the consolidation or merger of a Guarantor, or the sale, lease, conveyance
or other disposition of all or substantially all of the assets of a Guarantor, which
under the provisions of Section 9.03 or the other provisions of this
Indenture, results in such Guarantor being released from its Guarantee or the
Successor not being required to become a Guarantor, as the case may be, or




     (B) a transaction the purpose of which is to change the state of incorporation
of the Company or any Guarantor.



     Upon any such consolidation, merger, sale, lease, conveyance or other disposition, the
Successor will be substituted for the Company or the relevant Guarantor under the Indenture. The
Successor may then exercise every power and right of the Company or the relevant Guarantor under
this Indenture, and except in the case of a lease, the
Company or the relevant Guarantor will be released from all of its liabilities and obligations
in respect of the Securities, the Guarantee and the Indenture. If the Company or a Guarantor
leases all or substantially all of its assets the Company or such Guarantor will not be released
from its obligations to pay the principal of and interest, if any, on the Securities or the
Guarantee, as applicable.



ARTICLE SIX




DEFAULTS AND REMEDIES




Section 6.01. Events of Default.




     An “Event of Default” on a Series occurs if, voluntarily or involuntarily, whether by
operation of law or otherwise, any of the following occurs:









 



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	 	(1)	 	the failure by the Company to pay interest on any Security of such Series when
the same becomes due and payable and the continuance of any such failure for a period
of 30 days;
	 
	 	(2)	 	the failure by the Company to pay the principal of any Security of such Series
when the same becomes due and payable at maturity, upon acceleration, redemption or
otherwise;
	 
	 	(3)	 	the failure by the Company or any Restricted Subsidiary to comply with any of
its agreements or covenants in, or provisions of, the Securities of such Series, the
Guarantees (as they relate thereto) or this Indenture (as they relate thereto) and such
failure continues for the period and after the notice specified below (except in the
case of a default with respect to Article Five (or any other provision
specified in the applicable supplemental indenture or Authorizing Resolution), which
will constitute Events of Default with notice but without passage of time);
	 
	 	(4)	 	default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness (other than
Non-Recourse Indebtedness) for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is
created after the Issue Date, if that default:






	 	(A)	 	is caused by a failure to pay at final stated maturity the
principal amount of such Indebtedness prior to the expiration of the grace
period provided in such Indebtedness on the date of such default (a “Payment
Default”); or
	 
	 	(B)	 	results in the acceleration of such Indebtedness prior to its
express maturity,






	 	 	 	and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $50] million or
more;
	 
	 	(5)	 	failure by the Company or any of its Restricted Subsidiaries to pay final
judgments which are non-appealable aggregating in excess of $50 million, net of
applicable insurance which has not been denied in writing by the insurer, which
judgments are not paid, discharged or stayed for a period of 60 days;
	 
	 	(6)	 	the Company or any Restricted Subsidiary that is a Significant Subsidiary
pursuant to or within the meaning of any Bankruptcy Law:






	 	(A)	 	commences a voluntary case,
	 
	 	(B)	 	consents to the entry of an order for relief against it in an
involuntary case,
	 
	 	(C)	 	consents to the appointment of a Custodian of it or for all or
substantially all of its Property, or
	 
	 	(D)	 	makes a general assignment for the benefit of its creditors;






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






	 	(A)	 	is for relief against the Company or any Restricted Subsidiary
that is a Significant Subsidiary as debtor in an involuntary case,
	 
	 	(B)	 	appoints a Custodian of the Company or any Restricted
Subsidiary that is a Significant Subsidiary or a Custodian for all or
substantially all of the Property of the Company or any Guarantor that is a
Significant Subsidiary, or










 



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	 	(C)	 	orders the liquidation of the Company or any Restricted
Subsidiary that is a Significant Subsidiary,






	 	 	 	and the order or decree remains unstayed and in effect for 60 days; or
	 
	 	(8)	 	any Guarantee of a Guarantor that is a Significant Subsidiary ceases to be in
full force and effect (other than in accordance with the terms of such Guarantee and
this Indenture) or is declared null and void and unenforceable or found to be invalid
or any Guarantor denies its liability under its Guarantee (other than by reason of
release of a Guarantor from its Guarantee in accordance with the terms of this
Indenture and the Guarantee).





     A Default as described in subclause (3) above will not be deemed an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25 percent in principal amount
of the then outstanding Securities of the applicable Series notify the Company and the Trustee, of
the Default and (except in the case of a default with respect to Article Five (or any other
provision specified in the applicable supplemental indenture or Authorizing Resolution)) the
Company does not cure the Default within 60 days after receipt of the notice. The notice must
specify the Default, demand that it be remedied and state that the notice is a “Notice of Default.”
If such a Default is cured within such time period, it ceases to exist, without any action by the
Trustee or any other Person.



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



Section 6.02. Acceleration.




     If an Event of Default (other than an Event of Default with respect to the Company resulting
from subclause (6) or (7) above), shall have occurred and be continuing under the
Indenture, the Trustee by notice to the Company, or the Holders of at least 25 percent in principal
amount of the Securities of the applicable Series then outstanding by notice to the Company and the
Trustee, may declare all Securities of such Series to be due and payable immediately. Upon such
declaration of acceleration, the amounts due and payable on the Securities of such Series will be
due and payable immediately. If an Event of Default with respect to the Company specified in
subclauses (6) or (7) above occurs, all amounts due and payable on the Securities
of such Series will ipso facto become and be immediately due and payable without any declaration,
notice or other act on the part of the Trustee and the Company or any Holder.



     Holders of a majority in principal amount of the then outstanding Securities of such Series
may rescind an acceleration with respect to such Series and its consequence (except an acceleration
due to nonpayment of principal or interest) if the rescission would not conflict with any judgment
or decree and if all existing Events of Default (other than the non-payment of accelerated
principal) have been cured or waived.



     No such rescission shall extend to or shall affect any subsequent Event of Default, or shall
impair any right or power consequent thereon.



Section 6.03. Other Remedies.




     If an Event of Default on a Series occurs and is continuing, the Trustee may pursue any
available remedy by proceeding at law or in equity to collect the payment of principal of or
interest on the Series or to enforce the performance of any provision in the Securities or this
Indenture applicable to the Series.



     The Trustee may maintain a proceeding even if it does not possess any of the Securities or
does not produce any of them in the proceeding. A delay or omission by the Trustee or any
Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair
the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy
is exclusive of any other remedy. All available remedies are cumulative.









 



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Section 6.04. Waiver of Existing Defaults.




     Subject to Section 10.02, the Holders of a majority in principal amount of the
outstanding Securities of a Series on behalf of all the Holders of the Series by notice to the
Trustee may waive an existing Default on such Series and its consequences. When a Default is
waived, it is cured and stops continuing, and any Event of Default arising therefrom shall be
deemed to have been cured; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.



Section 6.05. Control by Majority.




     The Holders of a majority in principal amount of the outstanding Securities of a Series may
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 such Series. The Trustee,
however, may refuse to follow any direction (i) that conflicts with law or this Indenture, (ii)
that, subject to Section 7.01, the Trustee determines is unduly prejudicial to the rights
of other Securityholders, (iii) that would involve the Trustee in personal liability, if there
shall be reasonable grounds for believing that adequate indemnity against such liability is not
reasonably assured to it, or (iv) if the Trustee shall not have been provided with indemnity
satisfactory to it.



Section 6.06. Limitation on Suits.




     A Securityholder of a Series may not pursue any remedy with respect to this Indenture or the
Series unless:




	 	(1)	 	the Holder gives to the Trustee written notice of a continuing Event of Default
on the Series;
	 
	 	(2)	 	the Holders of at least a majority in principal amount of the outstanding
Securities of the Series make a written request to the Trustee to pursue the remedy;
	 
	 	(3)	 	such Holder or Holders offer to the Trustee indemnity satisfactory to the
Trustee against any loss, liability or expense;
	 
	 	(4)	 	the Trustee does not comply with the request within 60 days after receipt of
the request and the offer of indemnity; and
	 
	 	(5)	 	no written request inconsistent with such written request shall have been given
to the Trustee pursuant to this Section 6.06.





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



Section 6.07. Rights of Holders to Receive Payment.




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



Section 6.08. Collection Suit by Trustee.




     If an Event of Default in payment of interest or principal specified in Section
6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own
name and as trustee of an express trust against the Company for the whole amount of principal and
interest remaining unpaid.









 



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Section 6.09. Trustee May File Proofs of Claim.




     The Trustee may file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel) and the
Securityholders allowed in any judicial proceedings relative to the Company, any Guarantor or their
respective creditors or Property, and unless prohibited by applicable law or regulation, may vote
on behalf of the Holders in any election of a Custodian, and shall be entitled and empowered 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
Securityholder to make such payments to the Trustee. Nothing herein shall be deemed to authorize
the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder or to authorize the Trustee to vote in respect of the claim
of any Securityholder except as aforesaid for the election of the Custodian.



Section 6.10. Priorities.




     If the Trustee collects any money pursuant to this Article with respect to Securities of any
Series, it shall pay out the money in the following order:




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






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






			
	     Third:	 	to the Company or the Guarantors as their interests may appear.





     The Trustee may fix a record date and payment date for any payment to Securityholders pursuant
to this Section 6.10.



Section 6.11. Undertaking for Costs.




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



ARTICLE SEVEN




TRUSTEE




Section 7.01. Duties of Trustee.




     (a) If an Event of Default has occurred and is continuing with respect to Securities of any
Series, the Trustee shall, prior to the receipt of directions from the Holders of a majority in
principal amount of the Securities of the Series, exercise its rights and powers and use the same
degree of care and skill in their exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.



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




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









 



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     (2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. The Trustee, however, shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture but need not confirm or
investigate the accuracy of mathematical calculations or other facts or matters stated
therein.



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




     (1) This paragraph does not limit the effect of paragraph (b) of this Section.




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




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



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



     (e) The Trustee may refuse to perform any duty or exercise any right or power unless it
receives indemnity satisfactory to it against any loss, liability or expense.



     (f) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree with the Company. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.



     (g) None of the provisions contained in this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur financial liability in the performance of any of its duties
or in the exercise of any of its rights or powers, if there shall be reasonable grounds for
believing that the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.



Section 7.02. Rights of Trustee.




     Subject to Section 7.01:



     (a) The Trustee may rely and shall be protected in acting or refraining from acting on any
document, resolution, certificate, instrument, report, or direction believed by it to be genuine
and to have been signed or presented by the proper person. The Trustee need not investigate any
fact or matter stated in the document, resolution, certificate, instrument, report, or direction.



     (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel or both, which shall conform to Sections 12.04 and 12.05
hereof and containing such other statements as the Trustee reasonably deems necessary to perform
its duties hereunder. The Trustee shall not be liable for any action it takes or omits to take in
good faith in reliance on the Officers’ Certificate, Opinion of Counsel or any other direction of
the Company permitted hereunder.



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



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









 



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     (e) The Trustee may consult with counsel, and the written advice of such counsel or any
Opinion of Counsel as to matters of law shall be full and complete authorization and protection in
respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance
with the advice or opinion of such counsel.



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



     (g) For all purposes under this Indenture, the Trustee shall not be deemed to have notice or
knowledge of any Event of Default (other than under Section 6.01(1) or 6.01(2))
unless a Trust Officer assigned to and working in the Trustee’s corporate trust office has actual
knowledge thereof or unless written notice of any Event of Default is received by the Trustee at
its address specified in Section 12.02 hereof and such notice references the Securities
generally, the Company or this Indenture.



Section 7.03. Individual Rights of Trustee.




     The Trustee in its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company or any Guarantor or their affiliates with the
same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The
Trustee, however, must comply with Sections 7.10 and 7.11.



Section 7.04. Trustee’s Disclaimer.




     The Trustee makes no representation as to the validity or adequacy of this Indenture, the
Securities or of any prospectus used to sell the Securities of any Series; it shall not be
accountable for the Company’s use of the proceeds from the Securities; it shall not be accountable
for any money paid to the Company, or upon the Company’s direction, if made under and in accordance
with any provision of this Indenture; it shall not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee; and it shall not be responsible for any
statement of the Company or any Guarantor in this Indenture or in the Securities other than its
certificate of authentication.



Section 7.05. Notice of Defaults.




     If a Default on a Series occurs and is continuing and if it is known to the Trustee, the
Trustee shall mail to each Securityholder of the Series notice of the Default (which shall specify
any uncured Default known to it) within 90 days after it occurs. Except in the case of a default
in payment of principal of or interest on a Series, the Trustee may withhold the notice if and so
long as the board of directors of the Trustee, the executive or any trust committee of such
directors and/or responsible officers of the Trustee in good faith determine(s) that withholding
the notice is in the interests of Holders of the Series.



Section 7.06. Reports by Trustee to Holders.




     Within 60 days after each May 15 beginning with the May 15 following the date of this Base
Indenture, the Trustee shall mail to each Securityholder a brief report dated as of such May 15
that complies with TIA § 313(a) (but if no event described in TIA § 313(1) through (8) has occurred
within the twelve months preceding the reporting date no report in relation thereto need be
transmitted). The Trustee also shall comply with TIA § 313(b).



     A copy of each report at the time of its mailing to Securityholders shall be delivered to the
Company and filed by the Trustee with the SEC and each national securities exchange on which the
Securities are listed. The Company agrees to notify the Trustee of each national securities
exchange on which the Securities are listed.



Section 7.07. Compensation and Indemnity.




     The Company shall pay to the Trustee from time to time reasonable compensation for their
respective services subject to any written agreement between the Trustee and the Company. The
Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred
by it. Such expenses shall include the









 



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reasonable compensation and expenses of the Trustee’s
agents and counsel. The Company shall indemnify the Trustee, its officers, directors, employees
and agents and hold it harmless against any loss, liability or expense incurred or made by or on
behalf of it in connection with the administration of this Indenture or the trust hereunder and its
duties hereunder including the costs and expenses of defending itself against or investigating any
claim in the premises. The Trustee shall notify the Company promptly of any claim for which it may
seek indemnity. The Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee through the Trustee’s, or its officers’, directors’, employees’
or agents’ negligence or bad faith.



     Unless otherwise provided in any supplemental indenture or Authorizing Resolution relating to
any Series, to ensure the Company’s payment obligations in this Section, the Trustee shall have a
claim prior to the Securities of all Series on all money or Property held or collected by the
Trustee, except that held in trust to pay principal of or interest on particular Securities. When
the Trustee incurs expenses or renders services in connection with an Event of Default specified in
Section 6.01 or in connection with Article Six hereof, the expenses (including the
reasonable fees and expenses of its counsel) and the compensation for services in connection
therewith are to constitute expenses of administration under any Bankruptcy Law.



Section 7.08. Replacement of Trustee.




     The Trustee may resign with respect to Securities of any or all Series by so notifying the
Company. The Holders of a majority in principal amount of the outstanding Securities (or of the
relevant Series) may remove the Trustee by so notifying the removed Trustee in writing and may
appoint a successor trustee with the Company’s consent. Such resignation or removal shall not take
effect until the appointment by the Securityholders of the relevant Series or the Company as
hereinafter provided of a successor trustee and the acceptance of such appointment by such
successor trustee. The Company may remove the Trustee and any Securityholder may petition any
court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
trustee for any or no reason, including if:




	 	(1)	 	the Trustee fails to comply with Section 7.10 after written request by
the Company or any bona fide Securityholder who has been a Securityholder for at least
six months;
	 
	 	(2)	 	the Trustee is adjudged a bankrupt or an insolvent;
	 
	 	(3)	 	a receiver or other public officer takes charge of the Trustee or its Property;
or
	 
	 	(4)	 	the Trustee becomes incapable of acting.





     If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company shall promptly appoint a successor trustee with respect to the Securities of
the relevant Series. If a successor trustee does not take office within 45 days after the retiring
Trustee resigns or is removed, the retiring
Trustee, the Company or any Holder may petition any court of competent jurisdiction for the
appointment of a successor trustee.



     A successor trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer all
Property held by it as Trustee to the successor trustee, the resignation or removal of the retiring
Trustee shall become effective, and the successor trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. A successor trustee shall mail notice of its
succession to each Securityholder.



Section 7.09. Successor Trustee by Merger, etc.




     If the Trustee consolidates with, merges with or into or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the successor
corporation without any further act shall be the successor trustee.









 



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Section 7.10. Eligibility; Disqualification.




     This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1).
The Trustee shall have a combined capital and surplus of at least $10,000,000 as set forth in its
most recent published annual report of condition. The Trustee shall comply with TIA § 310(b).



Section 7.11. Preferential Collection of Claims Against Company.




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



ARTICLE EIGHT




DISCHARGE OF INDENTURE




Section 8.01. Defeasance upon Deposit of Moneys or Government Obligations.




     (a) The Company may, at its option and at any time, elect to have either paragraph (b)
or paragraph (c) below be applied to the outstanding Securities of any Series upon
compliance with the applicable conditions set forth in paragraph (d).



     (b) Upon the Company’s exercise under paragraph (a) of the option applicable to this
paragraph (b) with respect to any Series, the Company and the Guarantors shall be deemed to
have been released and discharged from their respective obligations with respect to the outstanding
Securities of the Series on the date the applicable conditions set forth below are satisfied
(hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding
Securities of a Series, which shall thereafter be deemed to be “outstanding” only for the purposes
of the Sections and matters under this Indenture referred to in (i) and (ii) below, and the Company
and the Guarantors shall be deemed to have satisfied all their other obligations under such
Securities and this Indenture insofar as such Securities are concerned, except for the following
which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders
of outstanding Securities of a Series to receive solely from the trust fund described in
paragraph (d) below and as more fully set forth in such paragraph, payments in respect of
the principal of and interest on such Securities when such payments are due and (ii) obligations
listed in Section 8.02, subject to compliance with this Section 8.01. The Company
may exercise its option under this paragraph (b) with respect to a Series notwithstanding
the prior exercise of its option under paragraph (c) below with respect to the Securities
of the Series.



     (c) Upon the Company’s exercise under paragraph (a) of the option applicable to this
paragraph (c) with respect to a Series, the Company and the Guarantors shall be released
and discharged from the obligations under any covenant contained in Article Five and
Sections 4.04 (but only to the extent it applies to Restricted Subsidiaries), 4.05
and any other covenant contained in or referenced in the Authorizing Resolution or supplemental
indenture relating to such Series (to the extent such release and discharge shall not be prohibited
thereby), on and after the date the conditions set forth below are satisfied (hereinafter,
“Covenant Defeasance”), and the Securities of such Series shall thereafter be deemed to be not
“outstanding” for the purpose of any direction, waiver, consent or declaration or act of Holders
(and the consequences of any thereof) in connection with such covenants, but shall continue to be
deemed “outstanding” for all other purposes hereunder. For this purpose, such Covenant Defeasance
means that, with respect to the outstanding Securities of a Series, 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 covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any
such covenant or by reason of any reference in any such 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 6.01(3) or otherwise, but, except as specified above, the remainder
of this Indenture and such Securities shall be unaffected thereby.



     (d) The following shall be the conditions to application of either paragraph (b) or
paragraph (c) above to the outstanding Securities of the applicable Series:









 



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     (1) The Company shall have irrevocably deposited in trust with the Trustee (or another
qualifying trustee), pursuant to an irrevocable trust and security agreement in form and
substance reasonably satisfactory to the Trustee, money in the currency in which the
Securities of such Series are payable or Government Obligations or a combination thereof in
such amounts and at such times as are sufficient, in the opinion of a nationally recognized
firm of independent public accountants, to pay the principal of and interest on the
outstanding Securities of such Series to maturity or redemption; provided, however, that the
Trustee (or other qualifying trustee) shall have received an irrevocable written order from
the Company instructing the Trustee (or other qualifying trustee) to apply such money or the
proceeds of such Government Obligations to said payments with respect to the Securities of
such Series to maturity or redemption;




     (2) No Default or Event of Default (other than a Default or Event of Default resulting
from non-compliance with any covenant from which the Company and the Guarantors are released
upon effectiveness of such Legal Defeasance or Covenant Defeasance pursuant to paragraph
(b) or (c) hereof, as applicable) shall have occurred and be continuing on the
date of such deposit or result therefrom;




     (3) Such deposit will not result in a breach or violation of, or constitute a default
under, any other material instrument or agreement to which the Company or any of any of its
Restricted Subsidiaries is a party or by which it or any of their Property is bound;




     (4) (i) In the event the Company elects paragraph (b) hereof, the Company shall
deliver to the Trustee an Opinion of Counsel in the United States, in form and substance
reasonably satisfactory to the Trustee, to the effect that (A) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling or (B) since the
Issue Date pertaining to such Series, there has been a change in the applicable federal
income tax law, in either case to the effect that, and based thereon such Opinion of Counsel
shall state that, or (ii) in the event the Company elects paragraph (c) hereof, the
Company shall deliver to the Trustee an Opinion of Counsel in the United States, in form and
substance reasonably satisfactory to the Trustee, to the effect that, in the case of
clauses (i) and (ii), and subject to customary assumptions and exclusions,
Holders of the Securities of such Series will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit and the defeasance contemplated hereby and
will be subject to federal income tax in the same amounts and in the same manner and at the
same times as would have been the case if such deposit and defeasance had not occurred;




     (5) The Company shall have delivered to the Trustee an Officers’ Certificate, stating
that the deposit under clause (1) was not made by the Company with the intent of
preferring the Holders of the
Securities of such Series over any other creditors of the Company or with the intent of
defeating, hindering, delaying or defrauding any other creditors of the Company or any
Guarantor or others;




     (6) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to
customary assumptions and qualifications) to the effect that, assuming no intervening
bankruptcy of the Company or any Guarantor between the date of deposit and the
123rd day following the deposit and assuming that no Holder is an “insider” of
the Company under applicable Bankruptcy Law, after the 123rd day following the
deposit, the trust funds shall not be subject to the effect of Section 547 of the United
States Bankruptcy Code or any analogous New York State law provision; and




     (7) The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent specified herein relating to the
defeasance contemplated by this Section 8.01 have been complied with.



     In the event all or any portion of the Securities of a Series are to be redeemed through such
irrevocable trust, the Company must make arrangements satisfactory to the Trustee, at the time of
such deposit, for the giving of the notice of such redemption or redemptions by the Trustee in the
name and at the expense of the Company.



     (e) In addition to the Company’s rights above under this Section 8.01, the Company may
terminate all of its obligations under this Indenture with respect to a Series, and the obligations
of the Guarantors shall terminate with respect to such Series (subject to Section 8.02),
when:









 



- 26 -



     (1) All Securities of such Series theretofore authenticated and delivered (other than
Securities which have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 2.07 and Securities 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) have been delivered to the Trustee for
cancellation or all such Securities not theretofore delivered to the Trustee for
cancellation (A) have become due and payable, (B) will become due and payable at maturity
within one year or (C) 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 in each such case, the Company has irrevocably
deposited or caused to be deposited with the Trustee (or another qualifying trustee) as
trust funds in trust solely for that purpose an amount of money in the currency in which the
Securities of such Series are payable or Government Obligations or a combination thereof
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay and discharge the entire Indebtedness on the Securities of such Series
not theretofore delivered to the Trustee for cancellation, for principal of and interest on
the Securities of such Series, on the date of such deposit or to the maturity or redemption
date, as the case may be;




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




     (3) The Company has delivered irrevocable instructions to the Trustee (or such other
qualifying trustee), to apply the deposited money toward the payment of the Securities of
such Series at maturity or redemption, as the case may be; and




     (4) The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, stating that all conditions precedent specified in this Section 8.01(e)
relating to the satisfaction and discharge of this Indenture have been complied with.



Section 8.02. Survival of the Company’s Obligations.




     Notwithstanding the satisfaction and discharge of this Indenture under Section 8.01,
the Company’s obligations in Paragraph 8 of the Securities and Sections 2.03
through 2.07, 4.01, 7.07, 7.08, 8.04 and 8.05,
however, shall survive until the Securities of an applicable Series are no longer outstanding.
Thereafter, the
Company’s obligations in Paragraph 8 of the Securities of such Series and Sections
7.07, 8.04 and 8.05 shall survive (as they relate to such Series).



Section 8.03. Application of Trust Money.




     The Trustee shall hold in trust money or Government Obligations deposited with it pursuant to
Section 8.01. It shall apply the deposited money and the money from Government Obligations
in accordance with this Indenture to the payment of principal of and interest on the Securities of
the defeased Series.



Section 8.04. Repayment to the Company.




     The Trustee and the Paying Agent shall promptly pay to the Company upon request any excess
money or securities held by them at any time. The Trustee and the Paying Agent shall pay to the
Company upon request any money held by them for the payment of principal or interest that remains
unclaimed for two years, provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to be published once
in a newspaper of general circulation in the City of New York or mail to each 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. After payment to the Company, Securityholders entitled to
the money must look to the Company or any Guarantor for payment as general creditors unless
applicable abandoned property law designates another person and all liability of the Trustee or
such Paying Agent with respect to such money shall cease.









 



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Section 8.05. Reinstatement.




     If the Trustee is unable to apply any money or Government Obligations in accordance with
Section 8.01 by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting such application,
the Company’s and each Guarantor’s obligations under this Indenture and the Securities relating to
the Series shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.01 until such time as the Trustee is permitted to apply all such money or
Government Obligations in accordance with Section 8.01; provided, however, that (a) if the
Company or any Guarantor has made any payment of interest on or principal of any Securities of the
Series because of the reinstatement of its obligations hereunder, the Company or Guarantor shall be
subrogated to the rights of the Holders of such Securities to receive such payment from the money
or Government Obligations held by the Trustee and (b) unless otherwise required by any legal
proceeding or any order or judgment of any court or governmental authority, the Trustee shall
return all such money or Government Obligations to the Company promptly after receiving a written
request therefor at any time, if such reinstatement of the Company’s or Guarantor’s obligations has
occurred and continues to be in effect.



ARTICLE NINE




GUARANTEES




Section 9.01. Unconditional Guarantees.




     Subject to any other provisions set forth in the Authorizing Resolution or supplemental
indenture relating to a particular Series, each Guarantor unconditionally, jointly and severally,
guarantees (each such guarantee to be referred to herein as the “Guarantee”) to each Holder of
Securities of such Series authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, that: (i) the principal of and interest on the Securities of such Series
will be promptly paid in full when due, subject to any applicable grace period, whether at
maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest
on any interest of the Securities of such Series and all other obligations of the Company to the
Holders or the Trustee hereunder or thereunder, except obligations to pay principal of and interest
on any other Series not so guaranteed, will be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and (ii) in case of
any extension of time of payment or renewal of any Securities of such Series or of any such
other obligations, the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, subject to any applicable grace period, whether at stated
maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and
(ii) above, to the limitations set forth in Section 9.04. Each Guarantor agrees
that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Securities of such Series or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Securities of such Series 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. Each Guarantor waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that, subject to Section 9.03, this Guarantee will not be discharged except
by complete performance of the obligations contained in the Securities of the applicable Series,
this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or
otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other
similar official acting in relation to the Company or any Guarantor, any amount paid by the Company
or any Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as
between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x)
the maturity of the obligations guaranteed hereby may be accelerated as provided in Article
Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y)
in the event of any acceleration of such obligations as provided in Article Six, such
obligations (whether or not due and payable) shall forthwith become due and payable by each
Guarantor for the purpose of this Guarantee.









 



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Section 9.02. Severability.




     In case any provision of this Guarantee 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 9.03. Release of a Guarantor.




     Notwithstanding anything in this Indenture to the contrary, in the event of (i) the sale or
other disposition of Capital Stock of any Guarantor if as a result of such disposition, such Person
ceases to be a Restricted Subsidiary of the Company, (ii) a sale or other disposition of all or
substantially all of the assets of any Guarantor (other than to the Company or another Guarantor),
(iii) a merger or consolidation of a Guarantor with a Person other than the Company or another
Guarantor, (iv) a Guarantor ceasing to guarantee any Indebtedness of the Company, or (v) the
designation of a Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary, then such
Guarantor (in the case of clauses (i), (ii), (iv) and (v) above) will be automatically and
unconditionally released and discharged from all obligations under this Article Nine, the
other provisions of this Indenture and the Securities and the Person acquiring such assets (in the
case of clauses (ii) and (iii) above) shall not be required to assume the Guarantor’s obligations
under this Article Nine, the other provisions of this Indenture and the Securities or
otherwise become a Guarantor, in each case without any further action required on the part of the
Trustee, any Holder, the Company or any Guarantor; provided that such sale, disposition or other
transaction is otherwise in compliance with this Indenture.



     Nothing contained in this Indenture or in any of the Securities shall prevent any
consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall
prevent any sale, lease, conveyance or other disposition of all or substantially assets of a
Guarantor to the Company or another Guarantor. Upon any such consolidation, merger, or
disposition, the Guarantee given by such Guarantor shall no longer have any force or effect.



     The Trustee shall deliver an appropriate instrument evidencing any such release upon receipt
of a request by the Company accompanied by an Officers’ Certificate and Opinion of Counsel
certifying as to the compliance with this Section 9.03.



     Any Guarantor not released in accordance with this Section 9.03 remains liable for the
full amount of principal of and interest on the Securities as provided in this Article
Nine, except as provided in Article Eight.



Section 9.04. Limitation of a Guarantor’s Liability.




     Each Guarantor and by its acceptance hereof each Holder confirms that it is the intention of
all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a
fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To
effectuate the foregoing intention, the Holders and such Guarantor irrevocably agree that the
obligations of such Guarantor under the Guarantee shall be limited to the maximum amount as will,
after giving effect to all other contingent and fixed liabilities of such Guarantor and after
giving effect to any collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section
9.05, result in the obligations of such Guarantor under the Guarantee not constituting such
fraudulent transfer or conveyance.



Section 9.05. Contribution.




     In order to provide for just and equitable contribution among the Guarantors, the Guarantors
agree, inter se, that in the event any payment or distribution is made by any Guarantor (a “Funding
Guarantor”) under the Guarantee, such Funding Guarantor shall be entitled to a contribution from
all other Guarantors in a pro rata amount based on the Adjusted Net Assets of each Guarantor
(including the Funding Guarantor) for all payments, damages and expenses incurred by that Funding
Guarantor in discharging the Company’s obligations with respect to any Securities or any other
Guarantor’s obligations with respect to its Guarantee. “Adjusted Net Assets” of such Guarantor at
any date shall mean the lesser of the amount by which (x) the fair value of the Property of
such









 



- 29 -



Guarantor exceeds the total amount of liabilities, including contingent liabilities (after
giving effect to all other fixed and contingent liabilities incurred or assumed on such date and
after giving effect to any collection from any other Subsidiary of the Guarantor in respect of the
obligations of its Guarantee), but excluding liabilities under the Guarantee, of such Guarantor at
such date and (y) the present fair salable value of the assets of such Guarantor at such date
exceeds the amount that will be required to pay the probable liability of such Guarantor on its
debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on
such date and after giving effect to any collection from any other Subsidiary of the Company in
respect of the obligations of such Guarantor under its Guarantee), excluding debt in respect of the
Guarantee of such Guarantor, as they become absolute and matured.



Section 9.06. Waiver of Subrogation.




     Until all guaranteed obligations under this Indenture and with respect to all Securities of an
applicable Series are paid in full, each Guarantor irrevocably waives any claim or other rights
which it may now or hereafter acquire against the Company that arise from the existence, payment,
performance or enforcement of such Guarantor’s obligations under the Guarantee and this Indenture,
including any right of subrogation, reimbursement, exoneration, indemnification, and any right to
participate in any claim or remedy of any Holder of Securities of the applicable Series against the
Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or
common law, including the right to take or receive from the Company, directly or indirectly, in
cash or other Property or by set-off or in any other manner, payment or security on account of such
claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding
sentence and the Securities of the applicable Series shall not have been paid in full, such amount
shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust
for the benefit of, the Holders of the Securities of the applicable Series, and shall forthwith be
paid to the Trustee for the benefit of such Holders to be credited and applied upon the Securities
of the applicable Series, whether matured or unmatured, in accordance with the terms of this
Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the waiver set forth in this
Section 9.06 is knowingly made in contemplation of such benefits.



Section 9.07. Execution of Guarantee.




     To evidence their guarantee to the Holders set forth in this Article Nine with respect to any
Series, the Guarantors shall execute the Guarantee in substantially the form included in
Exhibit A or in any such other form set forth in the Authorizing Resolution or supplemental
indenture pertaining to the applicable Series, which shall be endorsed on each Security ordered to
be authenticated and delivered by the Trustee. Each Guarantor agrees that its
Guarantee set forth in this Article Nine shall remain in full force and effect notwithstanding
any failure to endorse on each Security a notation of such Guarantee. Each such Guarantee shall be
signed on behalf of each Guarantor by one Officer (who shall, in each case, have been duly
authorized by all requisite corporate or other actions) shall attest to such Guarantee prior to the
authentication of the Security on which it is endorsed, and the delivery of such Security by the
Trustee, after the authentication thereof hereunder, shall constitute due delivery of such
Guarantee on behalf of such Guarantor. Such signature upon the Guarantee may be by manual or
facsimile signature of such officer and may be imprinted or otherwise reproduced on the Guarantee,
and in case any such officer who shall have signed the Guarantee shall cease to be such officer
before the Security on which such Guarantee is endorsed shall have been authenticated and delivered
by the Trustee or disposed of by the Company, such Security nevertheless may be authenticated and
delivered or disposed of as though the person who signed the Guarantee had not ceased to be such
officer of the Guarantor.



ARTICLE TEN




AMENDMENTS, SUPPLEMENTS AND WAIVERS




Section 10.01. Without Consent of Holders.




     The Company, the Guarantors and the Trustee may amend or supplement this Indenture or the
Securities of a Series without notice to or consent of any Securityholder of such Series:




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









 



- 30 -



     (2) to comply with Article Five;




     (3) to provide that specific provisions of this Indenture shall not apply to a Series
not previously issued or to make a change to specific provisions of this Indenture that only
applies to any Series not previously issued or to additional Securities of a Series not
previously issued;




     (4) to create a Series and establish its terms;




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




     (6) to release a Guarantor in respect of any Series which, in accordance with the terms
of this Indenture applicable to the particular Series, ceases to be liable in respect of its
Guarantee;




     (7) to add a Guarantor in respect of any Series;




     (8) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA; and




     (9) to make any other change that does not adversely affect the rights of
Securityholders.



     After an amendment under this Section 10.01 becomes effective, the Company shall mail
notice of such amendment to the Securityholders.



Section 10.02. With Consent of Holders.




     The Company, the Guarantors and the Trustee may amend or supplement this Indenture or the
Securities of a Series without notice to any Securityholder of such Series but with the written
consent of the Holders of at least a majority in principal amount of the outstanding Securities of
each Series affected by the amendment (including consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Securities of such Series). Each such Series shall vote
as a separate class. The Holders of a majority in principal amount of the outstanding
Securities of any Series may waive compliance by the Company with any provision of the
Securities of such Series or of this Indenture relating to such Series without notice to any
Securityholder (including any waiver granted in connection with a purchase of, or tender offer or
exchange offer for, Securities of such Series). Without the consent of each Holder of a Security
affected thereby, however, an amendment, supplement or waiver, including a waiver pursuant to
Section 6.04, may not:




	 	(1)	 	reduce the amount of Securities of the relevant Series whose Holders must
consent to an amendment, supplement or waiver;
	 
	 	(2)	 	reduce the rate of or change the time for payment of interest, including
defaulted interest, on any Security;
	 
	 	(3)	 	reduce the principal of or change the fixed maturity of any Security or alter
the provisions (including related definitions) with respect to redemption of any
Security pursuant to Article Three hereof or with respect to any obligations on
the part of the Company to offer to purchase or to redeem Securities of a Series
pursuant to the Authorizing Resolution or supplemental indenture pertaining to such
Series;
	 
	 	(4)	 	make any change that adversely affects any right of a Holder to convert or
exchange any Security into or for shares of the Company’s common stock or other
securities, cash or other property in accordance with the terms of such Security;
	 
	 	(5)	 	modify the ranking or priority of the Securities of the relevant Series or any
Guarantee thereof;










 



- 31 -


	 	(6)	 	release any Guarantor from any of its obligations under its Guarantee or this
Indenture otherwise than in accordance with the terms of this Indenture;
	 
	 	(7)	 	make any change in Sections 6.04, 6.07 or this Section
10.02;
	 
	 	(8)	 	waive a continuing Default or Event of Default in the payment of the principal
of or interest on any Security; or
	 
	 	(9)	 	make any Security payable at a place or in money other than that stated in the
Security, or impair the right of any Securityholder to bring suit as permitted by
Section 6.07.





     An amendment of a provision included solely for the benefit of one or more Series does not
affect the interests of Securityholders of any other Series.



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



Section 10.03. Compliance with Trust Indenture Act.




     Every amendment to or supplement of this Indenture or any Securities shall comply with the TIA
as then in effect.



Section 10.04. Revocation and Effect of Consents.




     A consent to an amendment, supplement or waiver by a Holder shall bind the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same debt as the
consenting Holder’s Security, even if notation of the consent is not made on any Security. Unless
otherwise provided in the consent or the consent solicitation statement or other document
describing the terms of the consent, any Holder or subsequent Holder may revoke the consent as to
its Security or portion of a Security. Any revocation of a consent by the Holder of a Security or
any such subsequent Holder shall be effective only if the Trustee receives the notice of revocation
before
the date on which the Trustee receives an Officers’ Certificate from the Company certifying
that the requisite number of consents have been received.



     The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders of Securities of any Series entitled to consent to any amendment,
supplement or waiver, which record date shall be at least 10 days prior to the first solicitation
of such consent. If a record date is fixed, and if Holders otherwise have a right to revoke their
consent under the consent or the consent solicitation statement or other document describing the
terms of the consent, then notwithstanding the second to last sentence of the immediately preceding
paragraph, those Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to revoke any consent previously given, whether or not
such Persons continue to be Holders after such record date. No such consent shall be valid or
effective for more than 90 days after such record date.



     An amendment, supplement or waiver with respect to a Series becomes effective upon the (i)
receipt by the Company or the Trustee of the requisite consents, (ii) satisfaction of any
conditions to effectiveness as set forth in this Indenture or any indenture supplemental hereto
containing such amendment, supplement or waiver and (iii) execution of such amendment, supplement
or waiver (or the related supplemental indenture) by the Company and the Trustee. After an
amendment, supplement or waiver with respect to a Series becomes effective, it shall bind every
Holder of such Series, unless it makes a change described in any of clauses (1) through
(9) of Section 10.02, in which case, the amendment, supplement or waiver shall bind
a Holder of a Security who is affected thereby only if it has consented to such amendment,
supplement or waiver and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder’s Security; provided that no such waiver shall
impair or affect the right of any Holder to receive payment of principal of and interest on a
Security, on or after the respective due dates expressed in such Security, or to bring suit for the
enforcement of any such payment on or after such respective dates without the consent of such
Holder.









 



- 32 -


Section 10.05. Notation on or Exchange of Securities.




     If an amendment, supplement or waiver changes the terms of a Security, the Company may require
the Holder of the Security to deliver it to the Trustee, at which time the Trustee shall place an
appropriate notation on the Security about the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that reflects the changed
terms.



Section 10.06. Trustee to Sign Amendments, etc.




     Subject to Section 7.02(b), the Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article if the amendment, supplement or waiver does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may
but need not sign it. In signing or refusing to sign such amendment or supplemental indenture, the
Trustee shall be entitled to receive and shall be fully protected in relying upon, an Officers’
Certificate and an Opinion of Counsel as conclusive evidence that such amendment, supplement or
waiver is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that
it will be valid and binding upon the Company and any Guarantors in accordance with its terms.



ARTICLE ELEVEN




SECURITIES IN FOREIGN CURRENCIES




Section 11.01. Applicability of Article.




     Whenever this Indenture provides for (i) any action by, or the determination of any of the
rights of, Holders of Securities of any Series in which not all of such Securities are denominated
in the same currency, or (ii) any distribution to Holders of Securities, in the absence of any
provision to the contrary pursuant to this Indenture or the
Securities of any particular Series, any amount in respect of any Security denominated in a
Foreign Currency shall be treated for any such action or distribution as that amount of Dollars
that could be obtained for such amount on such reasonable basis of exchange and as of the record
date with respect to Securities of such Series (if any) for such action, determination of rights or
distribution (or, if there shall be no applicable record date, such other date reasonably proximate
to the date of such action, determination of rights or distribution) as the Company may specify in
a written notice to the Trustee or, in the absence of such written notice, as the Trustee may
determine.



ARTICLE TWELVE




MISCELLANEOUS




Section 12.01. Trust Indenture Act Controls.




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



Section 12.02. Notices.




     Any order, consent, notice or communication shall be sufficiently given if in writing and
delivered in person or mailed by first class mail, postage prepaid, addressed as follows:



     if to the Company or to any Guarantor:


Dresser-Rand Group Inc.

West8 Tower, Suite 1000

10205 Westheimer Rd.

Houston, Texas 77042










 



- 33 -



Attention: Chief Financial Officer




     if to the Trustee:


[                                                            ]

[                                                            ]

[                                                            ]

[                                                            ]



Attention: [                                        ]




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



     Any notice or communication mailed to a Securityholder shall be mailed to him by first class
mail at his address as it appears on the registration books of the Registrar and shall be
sufficiently given to him if so mailed within the time prescribed.



     Failure to mail a notice or communication to a Securityholder or any defect in it shall not
affect its sufficiency with respect to other Securityholders. If a notice or communication is
mailed in the manner provided above, it is duly given, whether or not the addressee receives it
except that notice to the Trustee shall only be effective upon receipt thereof by the Trustee.



     If the Company mails notice or communications to the Securityholders, it shall mail a copy to
the Trustee at the same time.



Section 12.03. Communications by Holders with Other Holders.




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



Section 12.04. Certificate and Opinion as to Conditions Precedent.




     Upon any request or application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee:




	 	(1)	 	an Officers’ Certificate (which shall include the statements set forth in
Section 12.05) stating that, in the opinion of the signers, all conditions
precedent, if any, provided for in this Indenture relating to the proposed action have
been complied with; and
	 
	 	(2)	 	an Opinion of Counsel (which shall include the statements set forth in
Section 12.05) stating that, in the opinion of such counsel, all such
conditions precedent and covenants, compliance with which constitutes a condition
precedent, if any, provided for in this Indenture relating to the proposed action or
inaction, have been complied with and that any such section does not conflict with the
terms of this Indenture.





Section 12.05. Statements Required in Certificate or Opinion.




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




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










 



- 34 -


	 	(2)	 	a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or
opinion are based;
	 
	 	(3)	 	a statement that, in the opinion of such person, he has made such examination
or investigation as is necessary to enable him to express an informed opinion as to
whether or not such covenant or condition has been complied with; and
	 
	 	(4)	 	a statement as to whether or not, in the opinion of such person, such condition
or covenant has been complied with.





Section 12.06. Rules by Trustee and Agents.




     The Trustee may make reasonable rules for action by or a meeting of Securityholders. The
Registrar or Paying Agent may make reasonable rules for its functions.



Section 12.07. Legal Holidays.




     A “Legal Holiday” is a Saturday, a Sunday, a legal holiday or a day on which banking
institutions in Houston, Texas and New York, New York are not required to be open. If a payment
date is a Legal Holiday, payment may be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. If this Indenture provides for a
time period that ends or requires performance of any non-payment obligation by a day that is not a
Business Day, then such time period shall instead be deemed to end on, and such obligation shall
instead be performed by, the next succeeding Business Day. A “Business Day” is any day other than
a Legal Holiday.



Section 12.08. Governing Law.




     The laws of the State of New York shall govern this Indenture, the Securities of each Series
and the Guarantees.



Section 12.09. No Adverse Interpretation of Other Agreements.




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



Section 12.10. No Recourse Against Others.




     All liability (i) described in Paragraph 12 of the Securities of any director,
officer, employee or stockholder, as such, of the Company and (ii) described in the second
paragraph of the guarantees of each Guarantor of any stockholder, officer, director, employee,
incorporator, partner, member or manager, of any Guarantor, is waived and released.



Section 12.11. Successors and Assigns.




     All covenants and agreements of the Company and the Guarantors in this Indenture and the
Securities shall bind their respective successors and assigns. All agreements of the Trustee in
this Indenture shall bind its successors and assigns.



Section 12.12. Duplicate Originals.




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









 



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Section 12.13. Severability.




     In case any one or more of the provisions contained in this Indenture or in the Securities of
a Series shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture
or of such Securities.









 



 


SIGNATURES




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



	 	 	 	 	 
	 	DRESSER-RAND GROUP INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 









 



 

	 	 	 	 	 



	 	 	 	 	 
	 	[                                        ], as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 











 






EXHIBIT A




			
	 	 	 
	No.                                         
	 	CUSIP/ISIN No.:                                        






[Title of Security]




DRESSER-RAND GROUP INC.

a Delaware corporation




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	promises to pay to	 	 	 	or registered assigns	 	 
	 

	 	 

	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	the principal sum of

	 	 	 	[Dollars]* on	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 







	 	 	 	 	 	 	 	 	 
	Interest Payment Dates:

	 	 

	 	and
	 	 

	 	 
	 






	 	 	 	 	 	 	 	 	 
	Record Dates:

	 	 

	 	and
	 	 

	 	 
	 






	 	 	 	 	 
	Authenticated:	 Dated:



DRESSER-RAND GROUP INC.

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 



	 	 	 
	[                                                            ], as Trustee, certifies
that this is one of the Securities referred to in
the within mentioned Indenture.

	 	 






	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 








 




			
	*	 	Or other currency. Insert corresponding provisions on reverse side of Security in respect of
foreign currency denomination or interest payment requirement.




A-1









 










DRESSER-RAND GROUP INC.




[Title of Security]




     DRESSER-RAND GROUP INC., a Delaware corporation (together with its successors and assigns, the
“Company”), issued this Security under an Indenture dated as of                     , 2009 (as amended,
modified or supplemented from time to time in accordance therewith, the “Base Indenture”), as
supplemented by the Supplemental Indenture dated as of                      (the “Supplemental Indenture”
and together with the Base Indenture, the “Indenture”), by and among the Company, the Guarantors
party thereto and [                                        ], as trustee (in such capacity, the “Trustee”), to which
reference is hereby made for a statement of the respective rights, obligations, duties and
immunities thereunder of the Company, the Trustee and the Holders and of the terms upon which the
Securities are, and are to be, authorized and delivered. All terms used in this Security that are
defined in the Indenture shall have the meanings assigned to them therein.



1. Interest.




     The Company promises to pay interest on the principal amount of this Security at the rate per
annum shown above. The Company will pay interest semiannually on                                          and
                                         of each year, commencing                                      
   ,                     , until the principal is paid or made
available for payment. Interest on the Securities will accrue from the most recent date to which
interest has been paid or duly provided for or, if no interest has been paid, from                     ,
                    , provided that, if there is no existing default in the payment of interest, and if this
Security is authenticated between a record date referred to on the face hereof and the next
succeeding interest payment date, interest shall accrue from such interest payment date. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.



2. Method of Payment.




     The Company will pay interest on the Securities (except defaulted interest, if any, which will
be paid on such special payment date to Holders of record on such special record date as may be
fixed by the Company) to the persons who are registered Holders of Securities at the close of
business on the [Insert record dates] immediately preceding the interest payment date. Holders
must surrender Securities to a Paying Agent to collect principal payments. The Company will pay
principal and interest in money of [Insert applicable country or currency] that at the time of
payment is legal tender for payment of public and private debts.



3. Paying Agent and Registrar.




     Initially, the Trustee will act as Paying Agent and Registrar. The Company may change or
appoint any Paying Agent, Registrar or co-Registrar without notice. The Company or any of its
Subsidiaries or any of their Affiliates may act as Paying Agent, Registrar or co-Registrar.



4.
Optional
Redemption.1




     The
Company may redeem the Securities at any time on or after                                         , in whole
or in part, at the following redemption prices (expressed as a percentage of their principal
amount) together with interest accrued and unpaid to the date fixed for redemption:



	 	 	 
	If redeemed during the twelve-month period 

commencing
on                     and ending on 
                    
in each of the
following years

	 	Percentage






[Insert provisions relating to redemption at option of Holders, if any]






 




			
	1	 	If applicable.




A-2









 










     Notice of redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of Securities to be redeemed at its registered address. Securities
in denominations larger than
                    2 may be redeemed in part. On and after the redemption date
interest ceases to accrue on Securities or portions of them called for redemption, provided that if
the Company shall default in the payment of such Securities at the redemption price together with
accrued interest, interest shall continue to accrue at the rate borne by the Securities.



5.
Mandatory
Redemption.3




     The Company shall redeem [      ]% of the aggregate principal amount of Securities originally
issued under the Indenture on each of [            ], which redemptions are calculated to
retire [      ]% of the Securities originally issued prior to maturity. Such redemptions shall be
made at a redemption price equal to 100% of the principal amount thereof, together with accrued
interest to the redemption date. The Company may reduce the principal amount of Securities to be
redeemed pursuant to this Paragraph 5 by the principal amount of any Securities previously
redeemed, retired or acquired, otherwise than pursuant to this Paragraph 5, that the
Company has delivered to the Trustee for cancellation and not previously credited to the Company’s
obligations under this Paragraph 5. Each such Security shall be received and credited for
such purpose by the Trustee at the redemption price and the amount of such mandatory redemption
payment shall be reduced accordingly.



6. Denominations, Transfer, Exchange.




     The
Securities are in registered form only without coupons in
denominations of
                    4 and
integral multiples of
                    
in excess
thereof.5 A Holder may transfer or exchange Securities by
presentation of such Securities to the Registrar or a co-Registrar with a request to register the
transfer or to exchange them for an equal principal amount of Securities of other denominations.
The Registrar may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.
The Registrar need not transfer or exchange any Security selected for redemption or purchase,
except the unredeemed or unpurchased part thereof if the Security is redeemed or purchased in part,
or transfer or exchange any Securities for a period of 15 days before a selection of Securities to
be redeemed or purchased.



7. Persons Deemed Owners.




     The registered Holder of this Security shall be treated as the owner of it for all purposes.



8. Unclaimed Money.




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





 




			
	2	 	Insert applicable denominations and multiples.
	 
	3	 	If applicable.
	 
	4	 	Insert applicable denominations and multiples.
	 
	5	 	Insert applicable denominations and multiples.




A-3









 










9. Amendment, Supplement, Waiver.




     Subject to certain exceptions, the Indenture or the Securities may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of the outstanding
Securities of each Series affected by the amendment and any past default or compliance with any
provision relating to any Series of the Securities may be waived in a particular instance with the
consent of the Holders of a majority in principal amount of the outstanding Securities of such
Series.6 Without the consent of any Securityholder, the Company and the Trustee may amend or
supplement the Indenture or the Securities in certain respects as specified in the Indenture.



10. Successor Corporation.




     When a successor corporation assumes all the obligations of its predecessor under the
Securities and the Indenture, the predecessor corporation will be released from those obligations.



11. Trustee Dealings With Company.



     Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits from, and perform services for
the Company or its affiliates, and may otherwise deal with the Company or its affiliates, as if it
were not Trustee, including owning or pledging the Securities.



12. No Recourse Against Others.




     A director, officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or the Indenture or for any claim
based on, in respect of or by reason of, such obligations or their creation. Each Holder by
accepting a Security waives and releases all such liability. The waiver and release are part of
the consideration for the issue of the Securities. The waiver may not be effective to waive
liabilities under the federal securities laws.



13. Discharge of Indenture.




     The Indenture contains certain provisions pertaining to defeasance and discharge, which
provisions shall for all purposes have the same effect as if set forth herein.



14. Authentication.




     This Security shall not be valid until an authorized signatory of the Trustee signs the
certificate of authentication on the other side of this Security.



15. Abbreviations.




     Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM
(= 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 Gift to
Minors Act).



16. GOVERNING LAW.




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





 




			
	6	 	If different terms apply, insert a brief summary thereof.




A-4









 










17. CUSIP and ISIN Numbers.




     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Securities and has
directed the Trustee to use CUSIP and ISIN numbers in notices of repurchase as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as printed on the
Securities or as contained in any notice of repurchase and reliance may be placed only on the other
identification numbers placed thereon.



18. Copies.




     The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture and the applicable Authorizing Resolution or supplemental indenture. Requests may be
made to: Dresser-Rand Group Inc., West8 Tower, Suite 1000, 10205 Westheimer Rd., Houston, Texas
77042, Attention: Chief Financial Officer.



A-5









 





ASSIGNMENT FORM



If you the Holder want to assign this Security, fill in the form below:




	 	 	 	 	 
	 

	 	I or we assign and transfer this Security to	 	 
	 
	 	 	 	 
	 

	 	 

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

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

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






and irrevocably appoint




 




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



Date:                                                            




	 	 	 
	Your signature:
	 	 
	 

	 	 
	 

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

	 	 





A-6









 






[FORM OF NOTATION ON SECURITY OF GUARANTEE]




GUARANTEE




     The undersigned (the “Guarantors”) have unconditionally guaranteed, jointly and severally
(such guarantee by each Guarantor being referred to herein as the “Guarantee”) (i) the due and
punctual payment of the principal of and interest on this Security, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the overdue principal and
interest, if any, on this Security, to the extent 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
set forth in Article Nine of the Indenture and (ii) in case of any extension of time of
payment or renewal of this Security 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.



     No past, present or future stockholder, officer, director, employee, incorporator, partner,
member or manager, as such, of any of the Guarantors shall have any liability under the Guarantee
by reason of such person’s status as stockholder, officer, director, employee, incorporator,
partner, member or manager. Each Holder of a Security by accepting a Security waives and releases
all such liability. This waiver and release are part of the consideration for the issuance of the
Guarantees.



     Each Holder of this Security by accepting this Security agrees that any Guarantor named below
shall have no further liability with respect to its Guarantee if such Guarantor otherwise ceases to
be liable in respect of its Guarantee in accordance with the terms of the Indenture.



     THE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.



     The Guarantee shall not be valid or obligatory for any purpose until the certificate of
authentication on the Securities upon which the Guarantee is noted shall have been executed by the
Trustee under the Indenture by the manual signature of one of its authorized officers.



	 	 	 	 	 
	 	[List of Guarantors]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 




A-7