exv4w2






Exhibit 4.2




EXECUTION COPY




 

 








RANGE RESOURCES CORPORATION




As Issuer




AMERICAN ENERGY SYSTEMS, LLC

MOUNTAIN FRONT PARTNERS, LLC

RANGE ENERGY I, INC.

RANGE ENERGY SERVICES COMPANY

RANGE HOLDCO, INC.

RANGE OPERATING NEW MEXICO, INC.

RANGE OPERATING TEXAS, LLC

RANGE PRODUCTION COMPANY

RANGE RESOURCES—APPALACHIA, LLC

RANGE RESOURCES—MIDCONTINENT, LLC

RANGE RESOURCES—PINE MOUNTAIN, INC.

RANGE TEXAS PRODUCTION, LLC

REVC HOLDCO, LLC




As Subsidiary Guarantors




8% SENIOR SUBORDINATED NOTES DUE 2019




 






FIRST SUPPLEMENTAL INDENTURE




Dated as of May 14, 2009




 





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




As Trustee




 





 

 








 









 














     FIRST SUPPLEMENTAL INDENTURE, dated as of May 14, 2009 (this “Supplemental Indenture”),
among Range Resources Corporation, a Delaware corporation (the “Company”), as issuer, the
Subsidiary Guarantors named herein as guarantors and The Bank of New York Mellon Trust Company,
N.A., as trustee (the “Trustee”).



RECITALS




     WHEREAS, the Company has heretofore entered into an Indenture, dated as of May 14, 2009, among
the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Original Indenture,” as
may be amended and supplemented in respect of provisions relating to the Notes described herein,
and as further supplemented by this Supplemental Indenture, the “Indenture”);



     WHEREAS, the Company desires to issue a class of Securities under the Indenture designated as
its 8% Senior Subordinated Notes due 2019 (the “Notes”), and has duly authorized the execution and
delivery of this Supplemental Indenture in connection therewith;



     WHEREAS, the Original Indenture provides for the issuance from time to time of Securities,
unlimited as to principal amount, to bear such rates of interest, to mature at such times and to
have such other provisions as shall be fixed in accordance with the provisions of the Original
Indenture, and the form and terms of such series may be described by a supplemental indenture
executed by the Company, the Subsidiary Guarantors and the Trustee;



     WHEREAS, the Indenture is subject to the provisions of the Trust Indenture Act of 1939, as
amended, that are required to be part of the Indenture and shall, to the extent applicable, be
governed by such provisions; and



     WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the
Company and the Subsidiary Guarantors, and a valid amendment and supplement to the Original
Indenture, have been done.



     NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:



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



1









 





ARTICLE ONE




GENERAL




     SECTION 1.01. Interpretation.



     For all purposes of this Supplemental Indenture and any Notes issued under the Indenture,
except as otherwise expressly provided or unless the context otherwise requires:




     (a) capitalized terms used herein without definition shall have the meanings specified
in the Original Indenture;




     (b) each reference to “Indenture” in this Supplemental Indenture shall mean the
provisions of the Original Indenture and future amendments and supplements to the Original
Indenture, including this Supplemental Indenture, applicable to the Notes;




     (c) all references in this Supplemental Indenture to Articles and Sections, unless
otherwise specified, refer to the corresponding Articles and Sections of this Supplemental
Indenture and, where so specified, to the Articles and Sections of the Original Indenture as
supplemented, amended or modified by this Supplemental Indenture;




     (d) all references in the Original Indenture to Articles and Sections in the Original
Indenture shall for purposes of the Notes be deemed references to the Articles and Sections
of the Original Indenture as supplemented, amended or modified by this Supplemental
Indenture;




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




     (f) the word “or” is not exclusive.



     SECTION 1.02 Effect of Headings.



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



     SECTION 1.03 Separability Clause.



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



     SECTION 1.04 Priority of Supplemental Indenture.



     In the event any conflict arises between the terms of the Original Indenture and the terms of
this Supplemental Indenture, the terms of this Supplemental Indenture shall be controlling and



2









 







supersede such conflicting terms of the Original Indenture. Unless otherwise specifically modified
or amended hereby, the terms of the Original Indenture shall remain in full force and effect with
respect to the Notes.



     SECTION 1.05 Counterparts.



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



ARTICLE TWO




FORM; TERMS




     SECTION 2.01 Form of Note.



     The Notes shall be in substantially the form set forth in Exhibit A hereto, with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted
by the Indenture, and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with applicable laws or the
rules of any Notes exchange or Depositary or as may, consistently with the Indenture, be determined
by the officers executing such Notes, as evidenced by their execution of the Notes. Each Note
shall be dated the date of its authentication.



     The Notes issued on the date of this Supplemental Indenture will be issued in the form of one
or more permanent Global Securities (each, a “Global Note”) deposited with the Trustee, as
custodian for the Depositary, duly executed by the Company, authenticated by the Trustee as
provided in the Indenture and bearing the DTC Legend. The Global Notes may be represented by more
than one certificate, if so required by the Depositary’s rules regarding the maximum principal
amount to be represented by a single certificate. The aggregate principal amount of the Global
Notes may from time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.



     SECTION 2.02 Title and Terms.



     The Notes are an issue of Securities under the Indenture, and shall be entitled to all the
benefits and limitations thereof, and shall be known and designated as the “8% Senior Subordinated
Notes due 2019” of the Company. The aggregate principal amount of Notes which may be authenticated
and delivered under this Supplemental Indenture shall be unlimited. The Company is initially
issuing $300,000,000 aggregate principal amount of Notes as of the date hereof. This series of
Notes may be reopened from time to time for the issuance of additional Notes, subject to compliance
with the Indenture. The Trustee shall authenticate and deliver Notes upon the order of the Company
signed by one Officer and delivered to the Trustee, which order shall specify the amount of
securities to be issued and the date of issuance thereof.



     The stated maturity of the Notes shall be May 15, 2019 and they shall bear interest as
provided in the form of Note (which is incorporated herein by reference) and in the Indenture.



3









 







     The principal of (and premium, if any) and interest on the Notes shall be payable at the
office or agency of the Company maintained for such purpose, as provided in Section 4.02 of the
Original Indenture; provided, however, that, at the option of the Company, interest may be paid on
Notes in definitive form by check mailed to addresses of the Persons entitled thereto as such
addresses shall appear on the Register.



     The Notes shall be redeemable as provided in the form of Note and in Article III of the
Original Indenture.




4











 




SIGNATURES




Dated as of

May 14, 2009




  	 	 	 	 	 	 
	 	 	RANGE RESOURCES CORPORATION

         	 
	Attest:	 	By:  	/s/ Roger S. Manny 	 
	 	 	 	Name:  	Roger S. Manny 	 
	/s/ David P. Poole 
David P. Poole, Secretary	 	 	Title:  	Executive Vice President and

        Chief Financial Officer 	 
	 	 	 
	 	 	AMERICAN ENERGY SYSTEMS, LLC

         	 
	Attest:	 	By:  	/s/ Roger S. Manny 	 
	 	 	 	Name:  	Roger S. Manny 	 
	/s/ David P. Poole 
David P. Poole, Secretary	 	 	Title:  	Executive Vice President and

        Chief Financial Officer 	 
	 	 	 
	 	 	MOUNTAIN FRONT PARTNERS, LLC

         	 
	 	 	By:  	RANGE OPERATING TEXAS, LLC, its Member
         	 
	 	 	 	 	 
	 	 	 
	 	 	By:  	RANGE RESOURCES CORPORATION,

        its Member  	 
	 	 	 	 
	Attest:	 	By:  	/s/ Roger S. Manny  	 
	 	 	 	Name:  	Roger S. Manny 	 
	/s/ David P. Poole 
David P. Poole, Secretary	 	 	Title:  	Executive Vice President and

        Chief Financial Officer 	 
	 	 	 
	 	 	RANGE ENERGY I, INC.

         	 
	Attest:	 	By:  	/s/ Roger S. Manny 	 
		 	 	Name:  	Roger S. Manny 	 
	/s/ David P. Poole 
David P. Poole, Secretary	 	 	Title:  	Executive Vice President and

        Chief Financial Officer 	 




[Signature Page to Supplemental Indenture]














 






	 	 	 	 	 



  	 	 	 	 	 	 
		 	RANGE ENERGY SERVICES COMPANY

         	 
	Attest:	 	By:  	/s/
        Roger S. Manny  	 
		 	 	Name:  	Roger S. Manny 	 
	/s/ David P. Poole 
David P. Poole, Secretary	 	 	Title:  	Executive Vice President and

        Chief Financial Officer 	 
	 	 	 
	 	 	RANGE HOLDCO, INC.

         	 
	Attest:	 	By:  	/s/
        Roger S. Manny  	 
		 	 	Name:  	Roger S. Manny 	 
	/s/ David P. Poole 
David P. Poole, Secretary	 	 	Title:  	Executive Vice President and

        Chief Financial Officer 	 
	 	 	 
	 	 	RANGE OPERATING NEW MEXICO,

        INC.

         	 
	Attest:	 	By:  	/s/
        Roger S. Manny  	 
	 	 	 	Name:  	Roger S. Manny 	 
	/s/ David P. Poole 
David P. Poole, Secretary	 	 	Title:  	Executive Vice President and

        Chief Financial Officer 	 
	 	 	 
	 	 	RANGE OPERATING TEXAS, LLC

         	 
	 	 	By:  	/s/ RANGE RESOURCES CORPORATION,

        its Member  	 
	 	 	 	 
	Attest:	 	By:  	 /s/
        Roger S. Manny  	 
	 	 	 	Name:  	Roger S. Manny 	 
	/s/ David P. Poole 
David P. Poole, Secretary	 	 	Title:  	Executive Vice President and

        Chief Financial Officer 	 




[Signature Page to Supplemental Indenture]





 









 






	 	 	 	 	 



  	 	 	 	 	 	 
	 	 	RANGE PRODUCTION COMPANY

         	 
	Attest:          	 	By:  	/s/
        Roger S. Manny  	 
	 	 	 	Name:  	Roger S. Manny 	 
	/s/ David P. Poole 
David P. Poole, Secretary	 	 	Title:  	Executive Vice President and

        Chief Financial Officer 	 
	 	 	 
	 	 	RANGE RESOURCES—APPALACHIA,

        LLC

         	 
	 	 	By:  	RANGE HOLDCO, INC.,

        its Member  	 
	 	 	 	 	 
	Attest:          	 	By:  	 /s/
        Roger S. Manny  	 
	 	 	 	Name:  	Roger S. Manny 	 
	/s/ David P. Poole 
David P. Poole, Secretary	 	 	Title:  	Executive Vice President and

        Chief Financial Officer 	 
	 	 	 
	 	 	 	 
	 	 	By:  	RANGE ENERGY I, INC.,

        its Member  	 
	 	 	 	 
	Attest:          	 	By:  	 /s/
        Roger S. Manny  	 
	 	 	 	Name:  	Roger S. Manny 	 
	/s/ David P. Poole 
David P. Poole, Secretary	 	 	Title:  	Executive Vice President and

        Chief Financial Officer 	 
	 	 	 
	 	 	RANGE RESOURCES—MIDCONTINENT, LLC

         	 
	Attest:          	 	By:  	/s/
        Roger S. Manny  	 
	 	 	 	Name:  	Roger S. Manny 	 
	/s/ David P. Poole 
David P. Poole, Secretary	 	 	Title:  	Executive Vice President and

        Chief Financial Officer 	 
	 	 	 
	 	 	RANGE RESOURCES—PINE

        MOUNTAIN, INC.

         	 
	Attest:          	 	By:  	/s/
        Roger S. Manny  	 
	 	 	 	Name:  	Roger S. Manny 	 
	/s/ David P. Poole 
David P. Poole, Secretary	 	 	Title:  	Executive Vice President and

        Chief Financial Officer 	 
	 	 	 



	 	 	 	 	 





[Signature Page to Supplemental Indenture]














 






  	 	 	 	 	 	 
	 	 	RANGE TEXAS PRODUCTION, LLC

         	 
	 	 	By:  	RANGE ENERGY I, INC.,

        its Member  	 
	 	 	 	 
	Attest:          	 	By:  	 /s/
        Roger S. Manny  	 
	 	 	 	Name:  	Roger S. Manny 	 
	/s/ David P. Poole 
David P. Poole, Secretary	 	 	Title:  	Executive Vice President and

        Chief Financial Officer 	 
	 	 	 
	 	 	REVC HOLDCO, LLC

         	 
	 	 	By:  	RANGE RESOURCES CORPORATION,

        its Member  	 
	 	 	 	 
	Attest:          	 	By:  	 /s/
        Roger S. Manny  	 
	 	 	 	Name:  	Roger S. Manny 	 
	/s/ David P. Poole 
David P. Poole, Secretary	 	 	Title:  	Executive Vice President and

        Chief Financial Officer 	 
	 	 	 



	 	 	 	 	 



[Signature Page to Supplemental Indenture]















 






	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

 	 
	 	By:  	/s/ Marcella S. Burgess
 	 
	 	 	Name:  	Marcella Burgess 	 
	 	 	Title:  	Assistant Vice President 	 
	 



[Signature Page to Supplemental Indenture]
















 





EXHIBIT A




[FACE OF NOTE]




RANGE RESOURCES CORPORATION




8% Senior Subordinated Note Due 2019




	 	 	 	 	 
	 

	 	[CUSIP] [CINS]
	 	 
	 
	 	 	 	 
	No.

	 	 
	$ 	 






     RANGE RESOURCES CORPORATION, a Delaware corporation (the “Company”, which term includes any
successor under the Indenture hereinafter referred to), for value received, promises to pay to
______________, or its registered assigns, the principal sum of                      DOLLARS
($ ______) [or such other amount as indicated on the Schedule of Exchange of Notes attached hereto]
on May 15, 2019.



     Interest Rate: 8.00% per annum.



     Interest Payment Dates: May 15 and November 15, commencing November 15, 2009.



     Regular Record Dates: May 1 and November 1.



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


THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE, THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT,
THE ISSUE DATE, AND THE YIELD TO MATURITY OF THIS SECURITY, PLEASE CONTACT THE CHIEF FINANCIAL
OFFICER OF RANGE RESOURCES CORPORATION AT 100 THROCKMORTON, STREET SUITE 1200, FORT WORTH, TEXAS
76102 (OR TELEPHONE HIM AT (817) 870-2601).




 









 








     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually by its duly
authorized officer.



	 	 	 	 	 
	Date:  	RANGE RESOURCES CORPORATION

 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A-2









 






	 	 	 	 	 



(Form of Trustee’s Certificate of Authentication)





     This is one of the 8% Senior Subordinated Notes Due 2019 referred to in the Indenture
described herein.



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A.,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



Date of authentication: _________________________




A-3









 








[REVERSE SIDE OF NOTE]




RANGE RESOURCES CORPORATION





     1. Indenture.



     This is one of the Securities issued under an Indenture dated as of May 14, 2009 (as
supplemented or amended from time to time, the “Indenture”), among the Company, the Subsidiary
Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, which
Securities have been designated by supplemental indenture thereto as the 8% Senior Subordinated
Notes due 2019. Capitalized terms used herein are used as defined in the Indenture unless
otherwise indicated. The terms of the Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such
terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all
such terms. To the extent permitted by applicable law, in the event of any inconsistency between
the terms of this Note and the terms of the Indenture, the terms of the Indenture will control.



     The Notes are general unsecured obligations of the Company. The Indenture provides for the
initial issuance of $300,000,000 principal amount of Notes, but additional Notes may be issued
pursuant to the Indenture, and the originally issued Notes and all such additional Notes vote
together for all purposes as a single class.



     2. Principal and Interest.



     The Company promises to pay the principal of this Note on May 15, 2019.



     The Company promises to pay interest on the principal amount of this Note on each interest
payment date, as set forth on the face of this Note, at the rate of 8.00% per annum. Interest will
be payable semiannually (to the holders of record of the Notes at the close of business on the May
1 or November 1 immediately preceding the relevant interest payment date) on each interest payment
date, commencing November 15, 2009.



     Interest on this Note will accrue from the most recent date to which interest has been paid on
this Note (or, if there is no existing default in the payment of interest and if this Note is
authenticated between a regular record date and the next interest payment date, from such interest
payment date) or, if no interest has been paid on the Notes, from May 14, 2009. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.



     The Company will pay interest on overdue principal, premium, if any, and, to the extent
lawful, interest at a rate per annum that is 1% in excess of 8.00%. Interest not paid when due and
any interest on principal, premium or interest not paid when due will be paid to the Persons that
are Holders on a special record date, which will be the close of business on the 15th day preceding
the date fixed by the Company for the payment of such interest, whether or not such day is a
Business Day. At least 15 days before a special record date, the Company will send to each Holder
and to the Trustee a notice that sets forth the special record date, the payment date and the
amount of interest to be paid.



A-4









 





     3. Optional Redemption.



     (a) Except as provided in paragraphs 3(b) and 3(c) below, the Notes are not redeemable at the
Company’s option prior to May 15, 2014. From and after May 15, 2014, the Notes will be subject to
redemption at the option of the Company, in whole or in part, upon not less than 30 nor more than
60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest thereon to the applicable redemption date, if redeemed
during the twelve-month period beginning on May 15 of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage
	2014
	 	 	104.000	%
	2015
	 	 	102.667	%
	2016
	 	 	101.333	%
	2017 and thereafter
	 	 	100.000	%






     (b) Prior to May 15, 2012 the Company may, at its option, on any one or more occasions, redeem
up to 35% of the original aggregate principal amount of Notes at a redemption price equal to 108%
of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the
redemption date, with the net proceeds of sales of public Equity Interests of the Company; provided
that at least 65% of the original aggregate principal amount of Notes remain outstanding
immediately after the occurrence of such redemption; and provided, further, that any such
redemption shall occur within 60 days after the date of the closing of the related sale of such
Equity Interests.



     (c) Prior to May 15, 2014, the Company may redeem all or, from time to time, any part of the
Notes upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of
the principal amount thereof plus the Make-Whole Premium plus accrued and unpaid interest, if any,
to the redemption date.



     “Make-Whole Premium” means, with respect to a Note at any redemption date, the excess of (A)
the present value at such time of (1) the redemption price, excluding accrued interest, of such
note at May 15, 2014, (as set forth in the table in paragraph 3(a) above) plus (2) all required
interest payments, excluding accrued interest, due on such Note through May 15, 2014, computed
using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal
amount of such Note.



     “Treasury Rate” means the yield to maturity at the time of computation of United States
Treasury securities with a constant maturity (as compiled and published in the most recent Federal
Reserve Statistical Release H.15 (519) which has become publicly available at least two Business
Days prior to the redemption date (or, if such Statistical Release is no longer published, any
publicly available source or similar market data)) most nearly equal to the period from the
redemption date to May 15, 2014; provided, however, that if the period from the redemption date to
May 15, 2014 is not equal to the constant maturity of a United States Treasury security for which a
weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation
(calculated to the nearest one-twelfth of a year) from the weekly average yields of



A-5









 




United States Treasury securities for which such yields are given, except that if the period
from the redemption date to May 15, 2014 is less than one year, the weekly average yield on
actually traded United States Treasury securities adjusted to a constant maturity of one year shall
be used.




     If the optional redemption date is on or after an interest record date and on or before the
related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person
in whose name the Note is registered at the close of business on such record date, and no
additional interest will be payable to Holders whose Notes will be subject to redemption by the
Company.



     4. Mandatory Redemption.



     Except as set forth in paragraph 5 below, the Company shall not be required to make mandatory
redemption or sinking fund payments with respect to the Notes.



     5. Repurchase at Option of Holder.



     (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to
require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof)
of such Holder’s Notes subject to and as provided in the Indenture.



     (b) If the Company or a Restricted Subsidiary consummates any Asset Sales permitted by the
Indenture, when the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall
make an Asset Sale Offer to purchase the maximum principal amount of Notes and any other pari passu
Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess
Proceeds, at an offer price in cash in an amount equal to, in the case of the Notes, 100% of the
principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase or, in
the case of any pari passu Indebtedness, 100% of the principal amount thereof (or with respect to
discount pari passu Indebtedness, the accreted value thereof) on the date of purchase, in each
case, subject to and as provided in the Indenture.



     6. Notice of Redemption. Notice of redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its
registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in
integral multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest will cease to accrue on the aggregate principal amount of the
Notes called for redemption.



     7. Registered Form; Denominations; Transfer; Exchange.



     The Notes are in registered form without coupons in denominations of $1,000 principal amount
and any multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of
Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will
not be required to issue, register the transfer of or exchange any Note or certain portions of a
Note.



A-6









 





     8. Persons Deemed Owners. The registered Holder of a Note shall be treated as its owner for
all purposes.



     9. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes
may be amended or supplemented with the consent of the Holders of at least a majority in aggregate
principal amount of the Notes then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or the tender offer or exchange offer for, such Notes), and any
existing Default or Event of Default under, or compliance with any provision of the Indenture or
the Notes may be waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may
be amended on supplemented to, among other things, cure any ambiguity, defect or inconsistency, to
provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for
the assumption of the Company’s obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any
such Holder, or to comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act.



     10. Defaults and Remedies. The Indenture provides that if an Event of Default (other than
with respect to bankruptcy events) occurs and is continuing, the Trustee or the Holders of at least
25% in principal amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately, and in the case of an Event of Default arising from certain events of
bankruptcy or insolvency with respect to the Company, any Significant Subsidiary or any group of
Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes
will become due and payable without further action or notice. Holders of the Notes may not enforce
the Indenture or the Notes except as provided in the Indenture.



     11. Subordination. The Notes are subordinated to Senior Debt of the Company as provided in the
Indenture. To the extent provided in the Indenture, Senior Debt must be paid before the Notes may
be paid. The Company agrees, and each Holder by accepting a Note agrees, that the Indebtedness
evidenced by the Notes, including, but not limited to, the payment of principal of, premium, if
any, and interest on the Notes, and any other payment Obligation of the Company in respect of the
Notes is subordinated in right of payment, to the extent and in the manner provided in the
Indenture, to the prior payment in full in cash of all Senior Debt of the Company (whether
outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed) and
authorizes the Trustee to give effect and appoints the Trustee as attorney-in-fact for such
purpose.



     12. Trustee Dealings with Company. The Indenture contains certain limitations on the rights of
the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain
cases, or to realize on certain property received in respect of any such claim as security or
otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires
any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission
for permission to continue or resign.



A-7









 





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



     14. Authentication.



     This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of
authentication on this Note.



     15. Governing Law.



     This Note shall be governed by, and construed in accordance with, the laws of the State of New
York.



     16. 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 Gifts to
Minors Act).



     The Company will furnish a copy of the Indenture to any Holder upon written request and
without charge.


[NOTE: THE FORM OF GUARANTEE ATTACHED AS EXHIBIT B TO THE INDENTURE IS TO BE ATTACHED TO THIS
NOTE.]




A-8









 








[FORM OF TRANSFER NOTICE]




     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s)
unto



Insert Taxpayer Identification No.




 






 






Please print or typewrite name and address including zip code of assignee




 






the within Note and all rights thereunder, hereby irrevocably constituting and appointing



attorney to transfer said Note on the books of the Company with full power of substitution in the
premises.




Signature Guarantee:1




	 	 	 	 	 
	 	 	 
	 	By: 2  	
 	 
	 	 	 	 
	 	 	 	 
	 





 




			
	1	 	Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Registrar, which requirements
include membership or participation in the Securities Transfer Association
Medallion Program (“STAMP”) or such other “signature guarantee program” as may
be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.
	 
	2	 	To be executed by an executive officer.




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OPTION OF HOLDER TO ELECT PURCHASE





     If the Holder hereof wishes to have all of this Note purchased by the Company pursuant to
Section 4.10 of the Indenture (Asset Sales) or Section 4.13 of the Indenture (Offer to Repurchase
Notes Upon a Change of Control) of the Indenture, check the box: o



     If the Holder hereof wishes wish to have a portion of this Note purchased by the Company
pursuant to Section 4.10 of the Indenture (Asset Sales) or Section 4.13 of the Indenture (Offer to
Repurchase Notes Upon a Change of Control) of the Indenture, state the amount (in original
principal amount) below:



          $                     .



Date:                     



Your Signature:                                         



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



Signature Guarantee:1                                         






 




			
	1	 	Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Trustee, which requirements
include membership or participation in the Securities Transfer Association
Medallion Program (“STAMP”) or such other “signature guarantee program” as may
be determined by the Trustee in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.




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SCHEDULE OF EXCHANGES OF NOTES1




     The following exchanges of interests in this Global Note for Certificated Notes or interests
in another Global Note have been made:





	 	 	 
	 	 	 	 	 	 	 	 	Principal amount of	 	 	 
	 	 	 	 	 	 	 	 	this Global Note	 	 	 
	 	 	Amount of decrease	 	 	Amount of increase	 	 	following such	 	 	Signature of
	 	 	in principal amount	 	 	in principal amount	 	 	decrease (or	 	 	authorized officer of
	Date of Exchange	 	of this Global Note	 	 	of this Global Note	 	 	increase)	 	 	Trustee








 




			
	1	 	For Global Notes






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