exv4w1



 




Exhibit 4.1


EXECUTION COPY





 







ALLTEL Holding Corp.




81/8 % SENIOR NOTES DUE 2013

85/8 % SENIOR NOTES DUE 2016




 






Indenture




Dated as of July 17, 2006




 






SunTrust Bank




Trustee




 






 





 









 





CROSS-REFERENCE TABLE*




	 	 	 	 	 	 	 
	Trust Indenture	 	 	 	 
	Act Section	 	 	 	Indenture Section
	 	310	(a)(1)	 	 
	 	7.10
	 	  	(a)(2)	 	 
	 	7.10
	 	  	(a)(3)	 	 
	 	N.A.
	 	  	(a)(4)	 	 
	 	N.A.
	 	  	(a)(5)	 	 
	 	7.10
	 	  	(b)	 	 
	 	7.10
	 	  	(c)	 	 
	 	N.A.
	 	311	(a)	 	 
	 	7.11
	 	  	(b)	 	 
	 	7.11
	 	  	(c)	 	 
	 	N.A.
	 	312	(a)	 	 
	 	2.06
	 	  	(b)	 	 
	 	12.03
	 	  	(c)	 	 
	 	12.03
	 	313	(a)	 	 
	 	7.06
	 	  	(b)(1)	 	 
	 	N.A.
	 	  	(b)(2)	 	 
	 	7.06, 7.07
	 	  	(c)	 	 
	 	7.06, 12.02
	 	  	(d)	 	 
	 	7.06
	 	314	(a)(4)	 	 
	 	12.05
	 	  	(b)	 	 
	 	N.A.
	 	  	(c)(1)	 	 
	 	N.A.
	 	  	(c)(2)	 	 
	 	N.A.
	 	  	(c)(3)	 	 
	 	N.A.
	 	  	(d)	 	 
	 	N.A.
	 	  	(e)	 	 
	 	12.05
	 	  	(f)	 	 
	 	N.A.
	 	315	(a)	 	 
	 	N.A.
	 	  	(b)	 	 
	 	N.A.
	 	  	(c)	 	 
	 	N.A.
	 	  	(d)	 	 
	 	N.A.
	 	  	(e)	 	 
	 	N.A.
	 	316	(a) (last sentence)	 	N.A.
	 	  	(a)(1)(A)	 	 
	 	N.A.
	 	  	(a)(1)(B)	 	 
	 	6.04
	 	  	(a)(2)	 	 
	 	N.A.
	 	  	(b)	 	 
	 	N.A.








 




			
	* 	 	 N.A. means not applicable.
	 
	 	 	This Cross-Reference Table is not part of this Indenture




 









 










	 	 	 	 	 	 	 
	Trust Indenture	 	 	 	 
	Act Section	 	 	 	Indenture Section
	 	 	(c)	 	 
	 	12.14
	 	317	(a)(1)	 	 
	 	N.A.
	 	  	(a)(2)	 	 
	 	N.A.
	 	  	(b)	 	 
	 	N.A.
	 	318	(a)	 	 
	 	N.A.
	 	  	(b)	 	 
	 	N.A.
	 	  	(c)	 	 
	 	12.01






 









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE ONE
	 	 	 	 
	DEFINITIONS AND INCORPORATION
	 	 	 	 
	BY REFERENCE
	 	 	 	 
	 
	 	 	 	 
	Section 1.01. Definitions

	 	 	1	 
	Section 1.02. Other Definitions

	 	 	27	 
	Section 1.03. Incorporation by Reference of Trust Indenture Act

	 	 	27	 
	Section 1.04. Rules of Construction

	 	 	28	 
	 
	 	 	 	 
	ARTICLE TWO
	 	 	 	 
	THE NOTES
	 	 	 	 
	 
	 	 	 	 
	Section 2.01. Form and Dating

	 	 	28	 
	Section 2.02. Execution and Authentication

	 	 	30	 
	Section 2.03. Methods of Receiving Payments on the Notes

	 	 	31	 
	Section 2.04. Registrar and Paying Agent

	 	 	31	 
	Section 2.05. Paying Agent to Hold Money in Trust

	 	 	31	 
	Section 2.06. Holder Lists

	 	 	31	 
	Section 2.07. Transfer and Exchange

	 	 	32	 
	Section 2.08. Replacement Notes

	 	 	44	 
	Section 2.09. Outstanding Notes

	 	 	45	 
	Section 2.10. Treasury Notes

	 	 	45	 
	Section 2.11. Temporary Notes

	 	 	45	 
	Section 2.12. Cancellation

	 	 	46	 
	Section 2.13. Defaulted Interest

	 	 	46	 
	Section 2.14. CUSIP Numbers

	 	 	46	 
	 
	 	 	 	 
	ARTICLE THREE
	 	 	 	 
	REDEMPTION AND OFFERS TO
	 	 	 	 
	PURCHASE
	 	 	 	 
	 
	 	 	 	 
	Section 3.01. Notices to Trustee

	 	 	47	 
	Section 3.02. Selection of Notes to Be Redeemed

	 	 	47	 
	Section 3.03. Notice of Redemption

	 	 	47	 
	Section 3.04. Effect of Notice of Redemption

	 	 	48	 
	Section 3.05. Deposit of Redemption Price

	 	 	48	 
	Section 3.06. Notes Redeemed in Part

	 	 	49	 
	Section 3.07. Optional Redemption

	 	 	49	 
	Section 3.08. Repurchase Offers

	 	 	50	 
	Section 3.09. No Sinking Fund

	 	 	52	 






i 









 






	 	 	 	 	 
	 	 	Page
	ARTICLE FOUR
	 	 	 	 
	COVENANTS
	 	 	 	 
	 
	 	 	 	 
	Section 4.01. Payment of Notes

	 	 	52	 
	Section 4.02. Maintenance of Office or Agency

	 	 	52	 
	Section 4.03. Reports

	 	 	53	 
	Section 4.04. Compliance Certificate

	 	 	54	 
	Section 4.05. Taxes

	 	 	54	 
	Section 4.06. Stay, Extension and Usury Laws

	 	 	55	 
	Section 4.07. Restricted Payments

	 	 	55	 
	Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

	 	 	58	 
	Section 4.09. Incurrence of Indebtedness

	 	 	60	 
	Section 4.10. Asset Sales

	 	 	63	 
	Section 4.11. Transactions with Affiliates

	 	 	65	 
	Section 4.12. Liens

	 	 	67	 
	Section 4.13. Business Activities

	 	 	67	 
	Section 4.14. Offer to Repurchase upon a Change of Control

	 	 	67	 
	Section 4.15. [INTENTIONALLY LEFT BLANK]

	 	 	68	 
	Section 4.16. Designation of Restricted and Unrestricted Subsidiaries

	 	 	68	 
	Section 4.17. Payments for Consent

	 	 	70	 
	Section 4.18. Guarantees

	 	 	70	 
	Section 4.19. Sale and Leaseback Transactions

	 	 	70	 
	Section 4.20. [INTENTIONALLY LEFT BLANK]

	 	 	71	 
	Section 4.21. Termination of Applicability of Certain Covenants if Notes Rated Investment Grade

	 	 	71	 
	 
	 	 	 	 
	ARTICLE FIVE
	 	 	 	 
	SUCCESSORS
	 	 	 	 
	 
	 	 	 	 
	Section 5.01. Merger, Consolidation or Sale of Assets

	 	 	71	 
	Section 5.02. Successor Corporation Substituted

	 	 	72	 
	 
	 	 	 	 
	ARTICLE SIX
	 	 	 	 
	DEFAULTS AND REMEDIES
	 	 	 	 
	 
	 	 	 	 
	Section 6.01. Events of Default

	 	 	72	 
	Section 6.02. Acceleration

	 	 	74	 
	Section 6.03. Other Remedies

	 	 	75	 
	Section 6.04. Waiver of Past Defaults

	 	 	75	 
	Section 6.05. Control by Majority

	 	 	75	 
	Section 6.06. Limitation on Suits

	 	 	76	 
	Section 6.07. Rights of Holders of Notes to Receive Payment

	 	 	76	 
	Section 6.08. Collection Suit by Trustee

	 	 	76	 
	Section 6.09. Trustee May File Proofs of Claim

	 	 	77	 
	Section 6.10. Priorities

	 	 	77	 
	Section 6.11. Undertaking for Costs

	 	 	78	 






ii 









 






	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	ARTICLE SEVEN
	 	 	 	 
	TRUSTEE
	 	 	 	 
	 
	 	 	 	 
	Section 7.01. Duties of Trustee

	 	 	78	 
	Section 7.02. Certain Rights of Trustee

	 	 	79	 
	Section 7.03. Individual Rights of Trustee

	 	 	80	 
	Section 7.04. Trustee’s Disclaimer

	 	 	80	 
	Section 7.05. Notice of Defaults

	 	 	81	 
	Section 7.06. Reports by Trustee to Holders of the Notes

	 	 	81	 
	Section 7.07. Compensation and Indemnity

	 	 	81	 
	Section 7.08. Replacement of Trustee

	 	 	82	 
	Section 7.09. Successor Trustee by Merger, Etc

	 	 	83	 
	Section 7.10. Eligibility; Disqualification

	 	 	84	 
	Section 7.11. Preferential Collection of Claims Against Company

	 	 	84	 
	 
	 	 	 	 
	ARTICLE EIGHT
	 	 	 	 
	DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 	 
	 
	 	 	 	 
	Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance

	 	 	84	 
	Section 8.02. Legal Defeasance and Discharge

	 	 	84	 
	Section 8.03. Covenant Defeasance

	 	 	85	 
	Section 8.04. Conditions to Legal or Covenant Defeasance

	 	 	85	 
	Section 8.05. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions

	 	 	87	 
	Section 8.06. Repayment to the Company

	 	 	87	 
	Section 8.07. Reinstatement

	 	 	88	 
	 
	 	 	 	 
	ARTICLE NINE
	 	 	 	 
	AMENDMENT, SUPPLEMENT AND WAIVER
	 	 	 	 
	 
	 	 	 	 
	Section 9.01. Without Consent of Holders of Notes

	 	 	88	 
	Section 9.02. With Consent of Holders of Notes

	 	 	89	 
	Section 9.03. Compliance with Trust Indenture Act

	 	 	91	 
	Section 9.04. Revocation and Effect of Consents

	 	 	91	 
	Section 9.05. Notation on or Exchange of Notes

	 	 	91	 
	Section 9.06. Trustee to Sign Amendments, Etc

	 	 	92	 
	 
	 	 	 	 
	ARTICLE TEN
	 	 	 	 
	NOTE GUARANTEES
	 	 	 	 
	 
	 	 	 	 
	Section 10.01. Guarantee

	 	 	92	 
	Section 10.02. Limitation on Guarantor Liability

	 	 	93	 
	Section 10.03. Execution and Delivery of Note Guarantee

	 	 	93	 
	Section 10.04. Guarantors May Consolidate, Etc., on Certain Terms

	 	 	94	 
	Section 10.05. Release of Guarantor

	 	 	94	 






iii 









 






	 	 	 	 	 
	 	 	Page
	ARTICLE ELEVEN
	 	 	 	 
	SATISFACTION AND DISCHARGE
	 	 	 	 
	 
	 	 	 	 
	Section 11.01. Satisfaction and Discharge

	 	 	95	 
	Section 11.02. Deposited Money and Government Securities to Be Held in Trust; Other
Miscellaneous Provisions

	 	 	96	 
	Section 11.03. Repayment to the Company

	 	 	96	 
	 
	 	 	 	 
	ARTICLE TWELVE
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	Section 12.01. Trust Indenture Act Controls

	 	 	97	 
	Section 12.02. Notices

	 	 	97	 
	Section 12.03. Communication by Holders of Notes with Other Holders of Notes

	 	 	98	 
	Section 12.04. Certificate and Opinion as to Conditions Precedent

	 	 	98	 
	Section 12.05. Statements Required in Certificate or Opinion

	 	 	99	 
	Section 12.06. Rules by Trustee and Agents

	 	 	99	 
	Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders

	 	 	99	 
	Section 12.08. Governing Law

	 	 	99	 
	Section 12.09. Consent to Jurisdiction

	 	 	99	 
	Section 12.10. No Adverse Interpretation of Other Agreements

	 	 	100	 
	Section 12.11. Successors

	 	 	100	 
	Section 12.12. Severability

	 	 	100	 
	Section 12.13. Counterpart Originals

	 	 	100	 
	Section 12.14. Acts of Holders

	 	 	100	 
	Section 12.15. Benefit of Indenture

	 	 	102	 
	Section 12.16. Table of Contents, Headings, Etc.

	 	 	102	 






EXHIBITS




	 	 	 	 	 	 	 
	Exhibit A-1	 	FORM OF 2016 NOTE
	 	 	 	 
	 	 	 
	 	 	 	 
	Exhibit A-2	 	FORM OF 2013 NOTE
	 	 	 	 
	 	 	 
	 	 	 	 
	Exhibit B	 	FORM OF CERTIFICATE OF TRANSFER
	 	 	 	 
	 	 	 
	 	 	 	 
	Exhibit C	 	FORM OF CERTIFICATE OF EXCHANGE
	 	 	 	 
	 	 	 
	 	 	 	 
	Exhibit D	 	FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED
INVESTOR
	 	 	 	 
	 	 	 
	 	 	 	 
	Exhibit E-1	 	FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT
GUARANTORS
	 	 	 	 
	 	 	 
	 	 	 	 
	Exhibit E-2	 	FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY WINDSTREAM
CORPORATION AND ITS SUBSIDIARIES UPON CONSUMMATION OF THE
MERGER
	 	 	 	 







iv 









 







               INDENTURE dated as of July 17, 2006 among ALLTEL Holding Corp., a Delaware corporation, the
initial Guarantors (as defined below) listed on the signature pages hereto and SunTrust Bank, a
state bank organized under the laws of the State of Georgia, as Trustee.




               The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its
85/8% Senior Notes due 2013 (to be issued following the Merger
(as defined below) and
81/8% Senior Notes due 2016 as provided in this Indenture. The initial
Guarantors have duly authorized the execution and delivery of this Indenture to provide for a
guarantee of the Notes and of certain of the Company’s obligations hereunder. All things necessary
to make this Indenture a valid agreement of the Company and the initial Guarantors, in accordance
with its terms, have been done.




               The Company (as defined below), the Guarantors and the Trustee (as defined below) agree as
follows for the benefit of each other and for the equal and ratable benefit of the Holders (as
defined below) of the Company’s
81/8% Senior Notes due 2013 and 85/8% Senior Notes due 2016:




ARTICLE ONE

DEFINITIONS AND INCORPORATION

BY REFERENCE




               Section 1.01. Definitions.




               “144A Global Note” means a global note of either series substantially in the form of
Exhibit A-1 or Exhibit A-2, as applicable, bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee, that shall be issued in a denomination equal to the outstanding
principal amount at maturity of the Notes of such series sold in reliance on Rule 144A.




               “2013
Notes” means the 81/8% Senior Notes due 2013 of the Company issued on the date hereof
following the Merger and any Additional Notes of such series, including any Exchange Notes issued
in exchange for Notes of such series. The 2013 Notes and the Additional Notes of such series
(including any Exchange Notes issued in exchange therefor), if any, shall be treated as a single
class for all purposes under this Indenture.




               “2013 Notes Initial Purchasers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P.
Morgan Securities Inc., Banc of America Securities LLC, Citigroup Global Markets Inc., Wachovia
Capital Markets, LLC, and Barclays Capital Inc., as Initial Purchasers of the 2013 Notes under the
Purchase Agreement.




               “2016 Notes” means the 85/8% Senior Notes due 2016 of the Company issued on the date hereof and
any Additional Notes of such series, including any Exchange Notes issued in exchange for Notes of
such series. The 2016 Notes and the Additional Notes of such series (including any Exchange Notes
issued in exchange therefor), if any, shall be treated as a single class for all purposes under
this Indenture.




1









 








               “2016 Notes Initial Purchasers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated and
J.P. Morgan Securities Inc., as Initial Purchasers of the 2016 Notes under the Purchase Agreement.




               “Acquired Debt “ means Indebtedness of a Person existing at the time such Person merges with
or into or becomes a Restricted Subsidiary and not Incurred in connection with, or in contemplation
of, such Person merging with or into or becoming a Restricted Subsidiary.




               “Additional Interest” means all additional interest owing on the Notes of a series pursuant to
the Registration Rights Agreement.




               “Additional Notes” means an unlimited maximum aggregate principal amount of the 2013 Notes
and/or the 2016 Notes, as applicable (other than the Notes of the applicable series issued on the
date hereof) issued under this Indenture in accordance with Sections 2.02 and 4.09 as part of the
same series as either the 2013 Notes or the 2016 Notes, as applicable, and having the same terms in
all respects as the Notes of the applicable series, or similar in all respects to the Notes of such
series, except that interest will accrue on the Additional Notes from their date of issuance.




               “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control,” as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities, by agreement or
otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under
common control with” shall have correlative meanings.




               “Agent” means any Registrar or Paying Agent.




               “Applicable Premium” means, with respect to a 2013 Note at any date of redemption, the greater
of (i) 1.0% of the principal amount of such Note and (ii) the excess of (A) the present value at
such date of redemption of (1) the principal amount of such 2013 Note at maturity plus (2) all
remaining required interest payments due on such Note through maturity (excluding accrued but
unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury
Rate plus 50 basis points, over (B) the principal amount of such 2013 Note.




               “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial
interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream
that apply to such transfer or exchange.




               “Asset Sale” means:





	 	(1)	 	the sale, lease, conveyance or other disposition of any assets, other than a
transaction governed by Section 4.14 and/or Section 5.01; and
	 
	 	(2)	 	the issuance of Equity Interests by any of the Company’s Restricted
Subsidiaries or the sale by the Company or any Restricted Subsidiary thereof of Equity




2









 











               Interests in any of its Subsidiaries (other than directors’ qualifying shares and shares issued to foreign nationals to the extent required by applicable law).




               Notwithstanding the preceding, the following items shall be deemed not to be Asset Sales:





	 	(1)	 	any single transaction or series of related transactions that involves assets
or Equity Interests having a Fair Market Value of less than $25.0 million;
	 
	 	(2)	 	a transfer of assets or Equity Interests between or among the Company and its
Restricted Subsidiaries;
	 
	 	(3)	 	an issuance of Equity Interests by a Restricted Subsidiary of the Company to
the Company or to another Restricted Subsidiary thereof;
	 
	 	(4)	 	the sale or lease of equipment, inventory, accounts receivable or other assets
in the ordinary course of business;
	 
	 	(5)	 	the sale or other disposition of Cash Equivalents;
	 
	 	(6)	 	dispositions of accounts receivable in connection with the compromise,
settlement or collection thereof in the ordinary course of business or in bankruptcy or
similar proceedings;
	 
	 	(7)	 	a Restricted Payment that is permitted by Section 4.07 and any Permitted
Investment;
	 
	 	(8)	 	any sale or disposition of any property or equipment that has become damaged,
worn out or obsolete;
	 
	 	(9)	 	the creation of a Lien not prohibited by this Indenture;
	 
	 	(10)	 	any sale of Equity Interests in, or Indebtedness or other securities of, an
Unrestricted Subsidiary;
	 
	 	(11)	 	licenses of intellectual property;
	 
	 	(12)	 	any disposition of Designated Noncash Consideration; provided that such
disposition increases the amount of Net Proceeds of the Asset Sale that resulted in
such Designated Noncash Consideration; and
	 
	 	(13)	 	any foreclosure upon any assets of the Company or any of its Restricted
Subsidiaries pursuant to the terms of a Lien not prohibited by the terms of this
Indenture; provided that such foreclosure does not otherwise constitute a Default under
this Indenture.





               “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of
determination, the present value of the obligation of the lessee for net rental payments

3









 








during the remaining term of the lease included in such Sale and Leaseback Transaction,
including any period for which such lease has been extended or may, at the option of the lessor, be
extended. Such present value shall be calculated using a discount rate equal to the rate of
interest implicit in such transaction, determined in accordance with GAAP.




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




               “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under
the Exchange Act, except that in calculating the beneficial ownership of any particular “person”
(as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to
have beneficial ownership of all securities that such “person” has the right to acquire by
conversion or exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and
“Beneficially Owned” shall have a corresponding meaning.




               “Board of Directors” means:





	 	(1)	 	with respect to a corporation, the board of directors of the corporation or,
except in the context of the definitions of “Change of Control” and “Continuing
Directors,” a duly authorized committee thereof;
	 
	 	(2)	 	with respect to a partnership, the Board of Directors of the general partner of
the partnership; and
	 
	 	(3)	 	with respect to any other Person, the board or committee of such Person serving
a similar function.





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




               “Business Day” means any day other than a Legal Holiday.




               “Capital Lease Obligation” means, at the time any determination thereof is to be made, the
amount of the liability in respect of a capital lease that would at that time be required to be
capitalized on a balance sheet in accordance with GAAP.




               “Capital Stock” means:





	 	(1)	 	in the case of a corporation, corporate stock;
	 
	 	(2)	 	in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock;
	 
	 	(3)	 	in the case of a partnership or limited liability company, partnership or
membership interests (whether general or limited); and




4









 






	 	(4)	 	any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the
issuing Person.
	 
	 	 	 	“Cash Equivalents” means:






	 	(1)	 	U.S. dollars and foreign currency received in the ordinary course of business
or exchanged into U.S. dollars within 180 days;
	 
	 	(2)	 	securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality thereof (provided that the full
faith and credit of the United States is pledged in support thereof), maturing, unless
such securities are deposited to defease any Indebtedness, not more than one year from
the date of acquisition;
	 
	 	(3)	 	certificates of deposit and eurodollar time deposits with maturities of one
year or less from the date of acquisition, bankers’ acceptances with maturities not
exceeding one year and overnight bank deposits, in each case, with any lender party
under the Credit Agreement or any domestic commercial bank having capital and surplus
in excess of $500.0 million and a rating at the time of acquisition thereof of P-1 or
better from Moody’s Investors Service, Inc. or A-1 or better from Standard & Poor’s
Rating Services;
	 
	 	(4)	 	repurchase obligations for underlying securities of the types described in
clauses (2) and (3) above entered into with any financial institution meeting the
qualifications specified in clause (3) above;
	 
	 	(5)	 	commercial paper issued by a corporation (other than an Affiliate of the
Company) rated at least “A-2” or higher from Moody’s Investors Service, Inc. or
Standard & Poor’s Rating Services and in each case maturing within one year after the
date of acquisition;
	 
	 	(6)	 	securities issued and fully guaranteed by any state, commonwealth or territory
of the United States of America, or by any political subdivision or taxing authority
thereof, rated at least “A” by Moody’s Investors Service, Inc. or Standard & Poor’s
Rating Services and having maturities of not more than one year from the date of
acquisition; and
	 
	 	(7)	 	money market funds at least 95% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (1) through (6) of this definition.
	 
	 	 	 	“Change of Control” means the occurrence of any of the following:
	 
	 	(1)	 	the direct or indirect sale, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related transactions, of
all or substantially all of the properties or assets of the Company and its Restricted
Subsidiaries, taken as a whole, to any “person” (as that term is used in Section
13(d)(3) of the Exchange Act);




5









 






	 	(2)	 	the adoption of a plan relating to the liquidation or dissolution of the
Company;
	 
	 	(3)	 	any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
the Exchange Act) becomes the Beneficial Owner, directly or indirectly, of 50% or more
of the voting power of the Voting Stock of the Company;
	 
	 	(4)	 	the first day on which a majority of the members of the Board of Directors of
the Company are not Continuing Directors; or
	 
	 	(5)	 	the Company consolidates with, or merges with or into, any Person, or any
Person consolidates with, or merges with or into the Company or a Subsidiary of the
Company, in any such event pursuant to a transaction in which any of the outstanding
Voting Stock of the Company or such other Person is converted into or exchanged for
cash, securities or other property, other than any such transaction where (A) the
Voting Stock of the Company outstanding immediately prior to such transaction continues
as, or is converted into or exchanged for Voting Stock (other than Disqualified Stock)
of the surviving or transferee Person constituting a majority of the outstanding shares
of such Voting Stock of such surviving or transferee Person (immediately after giving
effect to such issuance) and (B) immediately after such transaction, no “person” or
“group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act)
becomes, directly or indirectly, the Beneficial Owner of 50% or more of the voting
power of the Voting Stock of the surviving or transferee Person.





               “Clearstream” means Clearstream Banking S.A. and any successor thereto.




               “Commission” means the United States Securities and Exchange Commission.




               “Common Stock” means, with respect to any Person, any Capital Stock (other than Preferred
Stock) of such Person, whether outstanding on the Issue Date or issued thereafter.




               “Company” means ALLTEL Holding Corp., a Delaware corporation, prior to the Merger, and
Windstream Corporation, a Delaware corporation, thereafter, until a successor replaces it pursuant
to Article Five and thereafter means the successor.




               “Consolidated Cash Flow” means, with respect to any specified Person for any period, the
Consolidated Net Income of such Person for such period plus, without duplication:





	 	(1)	 	provision for taxes based on income or profits of such Person and its
Restricted Subsidiaries for such period, to the extent that such provision for taxes
was deducted in computing such Consolidated Net Income; plus
	 
	 	(2)	 	Fixed Charges of such Person and its Restricted Subsidiaries for such period,
to the extent that any such Fixed Charges were deducted in computing such Consolidated
Net Income; plus
	 
	 	(3)	 	depreciation, amortization (including amortization of intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period), goodwill




6









 






	 	 	 	impairment charges and other non-cash expenses (excluding any such non-cash expense
to the extent that it represents an accrual of or reserve for cash expenses in any
future period or amortization of a prepaid cash expense that was paid in a prior
period) of such Person and its Restricted Subsidiaries for such period to the extent
that such depreciation, amortization and other non-cash charges or expenses were
deducted in computing such Consolidated Net Income; plus
	 
	 	(4)	 	the amount of any minority interest expense deducted in computing such
Consolidated Net Income; plus
	 
	 	(5)	 	any non-cash compensation charge arising from any grant of stock, stock options
or other equity-based awards, to the extent deducted in computing such Consolidated Net
Income; plus
	 
	 	(6)	 	any non-cash SFAS 133 income (or loss) related to hedging activities, to the
extent deducted in computing such Consolidated Net Income; minus
	 
	 	(7)	 	non-cash items increasing such Consolidated Net Income for such period, other
than (a) the accrual of revenue consistent with past practice and (b) the reversal in
such period of an accrual of, or cash reserve for, cash expenses in a prior period, to
the extent such accrual or reserve did not increase Consolidated Cash Flow in a prior
period;




in each case, on a consolidated basis and determined in accordance with GAAP.



Notwithstanding the preceding, the provision for taxes based on the income or profits of, the Fixed
Charges of and the depreciation and amortization and other non-cash expenses of, a Restricted
Subsidiary of the Company shall be added to Consolidated Net Income to compute Consolidated Cash
Flow of the Company (A) in the same proportion that the Net Income of such Restricted Subsidiary
was added to compute such Consolidated Net Income of the Company and (B) only to the extent that a
corresponding amount would be permitted at the date of determination to be dividended or
distributed to the Company by such Restricted Subsidiary without direct or indirect restriction
pursuant to the terms of its charter and all agreements and instruments applicable to that
Subsidiary or its stockholders.




               “Consolidated Leverage Ratio” means, as of any date of determination, the ratio of:





	 	(1)	 	the aggregate outstanding amount of Indebtedness of the Company and its
Restricted Subsidiaries as of such date of determination on a consolidated basis
(subject to the terms described in the paragraph (2) below) after giving pro forma
effect to the incurrence of the Indebtedness giving rise to the need to make such
calculation (including a pro forma application of the use of proceeds therefrom) on
such date, to
	 
	 	(2)	 	the Consolidated Cash Flow of the Company for the most recent four full fiscal
quarters for which internal financial statements are available immediately prior to
such date of determination.




7









 











               For purposes of this definition:





	 	(a)	 	Consolidated Cash Flow shall be calculated on a pro forma basis
after giving effect to (A) the incurrence of the Indebtedness of the Company
and its Restricted Subsidiaries (and the application of the proceeds therefrom)
giving rise to the need to make such calculation and any incurrence (and the
application of the proceeds therefrom) or repayment of other Indebtedness on
the date of determination, and (B) any acquisition or disposition of a Person,
division or line or business (including, without limitation, any acquisition
giving rise to the need to make such calculation as a result of the Company or
one of its Restricted Subsidiaries (including any Person that becomes a
Restricted Subsidiary as a result of such acquisition) incurring, assuming or
otherwise becoming liable for Indebtedness) at any time on or subsequent to the
first day of the applicable four-quarter period specified in clause (2) of the
preceding paragraph and on or prior to the date of determination, as if such
acquisition or disposition (including the incurrence or assumption of any such
Indebtedness and also including any Consolidated Cash Flow associated with such
acquisition or disposition) occurred on the first day of such four-quarter
period; and
	 
	 	(b)	 	pro forma calculations shall be made in good faith by a
responsible financial or accounting officer of the Company.





               “Consolidated Net Income” means, with respect to any specified Person for any period, the
aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated
basis, determined in accordance with GAAP; provided that:





	 	(1)	 	the Net Income of any Person that is not a Restricted Subsidiary or that is
accounted for by the equity method of accounting shall be included only to the extent
of the amount of dividends or distributions paid in cash to the specified Person or a
Restricted Subsidiary thereof (and the net loss of any such Person shall be included
only to the extent that such loss is funded in cash by the specified Person or a
Restricted Subsidiary thereof);
	 
	 	(2)	 	the Net Income of any Restricted Subsidiary shall be excluded to the extent
that the declaration or payment of dividends or similar distributions by that
Restricted Subsidiary of that Net Income is not at the date of determination permitted
directly or indirectly, by operation of the terms of its charter or any agreement or
instrument applicable to that Restricted Subsidiary or its equityholders;
	 
	 	(3)	 	the Net Income of any Person acquired during the specified period for any
period prior to the date of such acquisition shall be excluded;
	 
	 	(4)	 	the cumulative effect of a change in accounting principles shall be excluded;
and




8









 






	 	(5)	 	notwithstanding clause (1) above, the Net Income or loss of any Unrestricted
Subsidiary shall be excluded, whether or not distributed to the specified Person or one
of its Subsidiaries.





               “Continuing Directors” means, as of any date of determination, any member of the Board of
Directors of the Company who:





	 	(1)	 	was a member of such Board of Directors on the Issue Date; or
	 
	 	(2)	 	was nominated for election or elected to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of such Board of
Directors at the time of such nomination or election.





               “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in
Section 12.02 or such other address as to which the Trustee may give notice to the Company.




               “Credit Agreement” means that certain Senior Credit Agreement, dated as of the Issue Date, by
and among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as Syndication Agent, and the other agents and lenders named therein,
including any related notes, Guarantees, collateral documents, instruments and agreements executed
in connection therewith, and in each case as amended, restated, modified, renewed, refunded,
replaced or refinanced from time to time (including increases in the amounts available for
borrowing thereunder), regardless of whether such amendment, restatement, modification, renewal,
refunding, replacement or refinancing is with the same financial institutions or otherwise.




               “Credit Facilities” means one or more debt facilities (including, without limitation, the
Credit Agreement and indentures or debt securities) or commercial paper facilities, in each case
with banks or other institutional lenders providing for revolving credit loans, term debt,
receivables financing (including through the sale of receivables to such lenders or to special
purpose entities formed to borrow from such lenders against such receivables) or letters of credit,
in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or
in part from time to time, including any refunding, replacement or refinancing thereof through the
issuance of debt securities.




               “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any
successor entity thereto.




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




               “Definitive Note” means a certificated Note of either series registered in the name of the
Holder thereof and issued in accordance with Sections 2.02 and 2.07, substantially in the form of
Exhibit A-1 or Exhibit A-2, as applicable, except that such Note shall not bear the
Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note”
attached thereto.




9









 








               “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global
form, the Person specified in Section 2.04 as the Depositary with respect to the Notes, and any and
all successors thereto appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.




               “Designated Noncash Consideration” means the Fair Market Value of noncash consideration
received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that
is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate, setting
forth the basis of such valuation, less the amount of Cash Equivalents received in connection with
a subsequent sale of such Designated Noncash Consideration.




               “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each case at the option
of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 123 days after the date on which the
Notes mature; provided, however, that only the portion of Capital Stock which so matures or is
mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the
holder thereof prior to such dates shall be deemed to be Disqualified Stock. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the
holders thereof have the right to require the Company to repurchase such Capital Stock upon the
occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the
terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital
Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07.
The term “Disqualified Stock” shall also include any options, warrants or other rights that are
convertible into Disqualified Stock or that are redeemable at the option of the holder, or required
to be redeemed, prior to the date that is 123 days after the date on which the Notes mature.




               “Domestic Restricted Subsidiary” means any Restricted Subsidiary of the Company other than a
Restricted Subsidiary that is (1) a “controlled foreign corporation” under Section 957 of the
Internal Revenue Code (a) whose primary operating assets are located outside the United States and
(b) that is not subject to tax under Section 882(a) of the Internal Revenue Code because of a trade
or business within the United States or (2) a Subsidiary of an entity described in the preceding
clause (1).




               “Earn-out Obligation” means any contingent consideration based on future operating performance
of the acquired entity or assets or other purchase price adjustment or indemnification obligation,
payable following the consummation of an acquisition based on criteria set forth in the
documentation governing or relating to such acquisition.




               “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).




               “Equity Offering” means any public or private placement of Capital Stock (other than
Disqualified Stock) of the Company to any Person (other than (i) to any Subsidiary thereof,




10









 







(ii) as part of the Transactions and (iii) issuances of equity securities pursuant to a
registration statement on Form S-8 or otherwise relating to equity securities issuable under any
employee benefit plan of the Company).




               “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system, and any
successor thereto.




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




               “Exchange Notes” means the Notes of either series issued in the Exchange Offer in accordance
with Section 2.07(f).




               “Exchange Offer” has the meaning set forth in the Registration Rights Agreement.




               “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights
Agreement.




               “Existing Indebtedness” means the aggregate principal amount of Indebtedness of the Company
and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement or under the
Notes and the related Note Guarantees) in existence on the Issue Date after giving effect to the
application of the proceeds of (1) the Notes and (2) any borrowings made under the Credit Agreement
on the Issue Date, until such amounts are repaid.




               “Fair Market Value” means the price that would be paid in an arm’s-length transaction between
an informed and willing seller under no compulsion to sell and an informed and willing buyer under
no compulsion to buy, as determined in good faith by a responsible officer of the Company, whose
determination, unless otherwise specified below, shall be conclusive if evidenced by an Officers’
Certificate. Notwithstanding the foregoing, the responsible officer’s determination of Fair Market
Value must be evidenced by an Officers’ Certificate delivered to the Trustee if the Fair Market
Value exceeds $25.0 million.




               “Fixed Charges” means, with respect to any specified Person for any period, the sum, without
duplication, of:





	 	(1)	 	the consolidated interest expense of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued, including, without limitation,
original issue discount, non-cash interest payments, the interest component of any
deferred payment obligations, the interest component of all payments associated with
Capital Lease Obligations, imputed interest with respect to Attributable Debt,
commissions, discounts and other fees and charges incurred in respect of letter of
credit or bankers’ acceptance financings, and net of the effect of all payments made or
received pursuant to Hedging Obligations, but excluding the amortization or write-off
of debt issuance costs; plus
	 
	 	(2)	 	the consolidated interest of such Person and its Restricted Subsidiaries that
was capitalized during such period; plus




11









 






	 	(3)	 	any interest expense on Indebtedness of another Person that is Guaranteed by
such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of
such Person or one of its Restricted Subsidiaries (other than a pledge of Equity
Interests of an Unrestricted Subsidiary to secure Non-Recourse Debt of such
Unrestricted Subsidiary), whether or not such Guarantee or Lien is called upon; plus
	 
	 	(4)	 	the product of (a) all dividends, whether paid or accrued (but, in the case of
accrued, only in the case of (x) Preferred Stock of any Restricted Subsidiary of such
Person that is not a Guarantor or (y) Disqualified Stock of such Person or of any of
its Restricted Subsidiaries) and whether or not in cash, on any series of Disqualified
Stock of such Person or on any series of Preferred Stock of such Person’s Restricted
Subsidiaries, other than dividends on Equity Interests payable solely in Equity
Interests (other than Disqualified Stock) of such Person or to such Person or to a
Restricted Subsidiary of such Person, times (b) a fraction, the numerator of which is
one and the denominator of which is one minus the then current combined federal, state
and local statutory tax rate of such Person, expressed as a decimal,




in each case, on a consolidated basis and in accordance with GAAP.




               “GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and
in the statements and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the Issue Date.




               “Global Note Legend” means the legend set forth in Section 2.07(g)(ii), which is required to
be placed on all Global Notes of each series issued under this Indenture.




               “Global Notes” means, individually and collectively, each of the Restricted Global Notes of
either series and the Unrestricted Global Notes of either series, substantially in the form of
Exhibit A-1 or Exhibit A-2, as applicable, issued in accordance with Section 2.01
or Section 2.07.




               “Government Securities” means securities that are direct obligations of the United States of
America for the timely payment of which its full faith and credit is pledged.




               “Guarantee” means, as to any Person, a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or indirect, in any manner
including, without limitation, by way of a pledge of assets or through letters of credit or
reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another
Person.




12









 









	 	 	 	“Guarantors” means:
	 
	 	(1)	 	each direct and indirect Restricted Subsidiary of the Company that Guarantees
any Indebtedness under the Credit Agreement on the Issue Date; and
	 
	 	(2)	 	any other Subsidiary of the Company that executes a Note Guarantee in
accordance with the provisions of this Indenture;




and their respective successors and assigns until released from their obligations under their Note
Guarantees and this Indenture in accordance with the terms of this Indenture.




               “Hedging Obligations” means, with respect to any specified Person, the obligations of such
Person under:





	 	(1)	 	interest rate swap agreements, interest rate cap agreements, interest rate
collar agreements and other agreements or arrangements with respect to interest rates;
	 
	 	(2)	 	commodity swap agreements, commodity option agreements, forward contracts and
other agreements or arrangements with respect to commodity prices; and
	 
	 	(3)	 	foreign exchange contracts, currency swap agreements and other agreements or
arrangements with respect to foreign currency exchange rates.





               “Holder” means a Person in whose name a Note of either series is registered.




               “Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or
otherwise become directly or indirectly liable for or with respect to, or become responsible for,
the payment of, contingently or otherwise, such Indebtedness (and “Incurrence” and “Incurred” shall
have meanings correlative to the foregoing); provided that (1) any Indebtedness of a Person
existing at the time such Person becomes a Restricted Subsidiary of the Company shall be deemed to
be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the
Company and (2) neither the accrual of interest nor the accretion of original issue discount nor
the payment of interest in the form of additional Indebtedness with the same terms and the payment
of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of the same
class of Disqualified Stock or Preferred Stock (to the extent provided for when the Indebtedness or
Disqualified Stock or Preferred Stock on which such interest or dividend is paid was originally
issued) shall be considered an Incurrence of Indebtedness; provided that in each case the amount
thereof is for all other purposes included in the Fixed Charges and Indebtedness of the Company or
its Restricted Subsidiary as accrued.




               “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 or letters of
credit (or reimbursement agreements in respect thereof);




13









 












	 	(3)	 	in respect of banker’s acceptances;
	 
	 	(4)	 	in respect of Capital Lease Obligations and Attributable Debt;
	 
	 	(5)	 	in respect of the balance deferred and unpaid of the purchase price of any
property or services, except any such balance that constitutes an accrued expense or
trade payable; provided that Indebtedness shall not include any Earn-out Obligation or
obligation in respect of purchase price adjustment, except to the extent that the
contingent consideration relating thereto is not paid within 15 Business Days after the
contingency relating thereto is resolved;
	 
	 	(6)	 	representing Hedging Obligations;
	 
	 	(7)	 	representing Disqualified Stock valued at the greater of its voluntary or
involuntary maximum fixed repurchase price plus accrued dividends; or
	 
	 	(8)	 	in the case of a Subsidiary of such Person, representing Preferred Stock valued
at the greater of its voluntary or involuntary maximum fixed repurchase price plus
accrued dividends,




if and to the extent any of the preceding items (other than letters of credit and other than
pursuant to clauses (4), (5), (6), (7) or (8)) would appear as a liability upon a balance sheet of
the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness”
includes (x) 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) other than a pledge of Equity
Interests of an Unrestricted Subsidiary to secure Non-Recourse Debt of such Unrestricted
Subsidiary, provided that the amount of such Indebtedness shall be the lesser of (A) the Fair
Market Value of such asset at such date of determination and (B) the amount of such Indebtedness,
and (y) to the extent not otherwise included, the Guarantee by the specified Person of any
Indebtedness of any other Person, provided further that any obligation of the Company or any
Restricted Subsidiary in respect of minimum guaranteed commissions, or other similar payments, to
clients, minimum returns to clients or stop loss limits in favor of clients or indemnification
obligations to clients, in each case pursuant to contracts to provide services to clients entered
into in the ordinary course of business, shall be deemed not to constitute Indebtedness. For
purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock
which does not have a fixed repurchase price shall be calculated in accordance with the terms of
such Disqualified Stock or Preferred Stock, as applicable, as if such Disqualified Stock or
Preferred Stock were repurchased on any date on which Indebtedness shall be required to be
determined pursuant to this Indenture.




               The amount of any Indebtedness outstanding as of any date shall be the outstanding balance at
such date of all unconditional obligations as described above and, with respect to contingent
obligations, the maximum liability upon the occurrence of the contingency giving rise to the
obligation, and shall be:





	 	(1)	 	the accreted value thereof, in the case of any Indebtedness issued with
original issue discount; and




14









 






	 	(2)	 	the principal amount thereof, together with any interest thereon that is more
than 30 days past due, in the case of any other Indebtedness.





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




               “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through
a Participant.




               “Initial Purchasers” means the 2013 Notes Initial Purchasers and the 2016 Notes Initial
Purchasers.




               “Insignificant Subsidiary” means any Subsidiary of the Company that has total assets of not
more than $1.0 million and that is designated by the Company as an “Insignificant Subsidiary;”
provided that the total assets of all Subsidiaries that are so designated, as reflected on the
Company’s most recent consolidating balance sheet prepared in accordance with GAAP, may not in the
aggregate at any time exceed $10.0 million.




               “Institutional Accredited Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, which is not also a QIB.




               “Investment Grade “ means both BBB- or higher by S&P and Baa3 or higher by Moody’s, or the
equivalent of such ratings by S&P or Moody’s, or, if either S&P and Moody’s is not providing a
rating on the applicable series of Notes at any time, the equivalent of such rating by another
nationally recognized statistical ratings organization.




               “Investments” means, with respect to any Person, all direct or indirect investments by such
Person in other Persons (including Affiliates) in the form of loans or other extensions of credit
(including Guarantees), advances, capital contributions (by means of any transfer of cash or other
property to others or any payment for property or services for the account or use of others),
purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as investments on a balance
sheet prepared in accordance with GAAP.




               If the Company or any of its Restricted Subsidiaries sells or otherwise disposes of any Equity
Interests 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 Restricted 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 Investment in such Subsidiary not sold or
disposed of. The acquisition by the Company or any of its Restricted Subsidiaries of a Person that
holds an Investment in a third Person shall be deemed to be an Investment by the Company or such
Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the
Investment held by the acquired Person in such third Person.




               “Issue Date” means the date of original issuance of the Notes under this Indenture.




15









 








               “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in The City
of New York or at a place of payment are authorized or required by law, regulation or executive
order to remain closed.




               “Legended Regulation S Global Note” means a global Note of either series in the form of
Exhibit A-1 or Exhibit A-2, as applicable, bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of and registered in the name of the
Depositary or its nominee, issued in a denomination equal to the outstanding principal amount at
maturity of the Notes of such series initially sold in reliance on Rule 903 of Regulation S.




               “Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent
to all Holders of the Notes of either series for use by such Holders in connection with the
Exchange Offer.




               “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law, including any conditional sale or other title retention agreement,
any lease in the nature thereof, any option or other agreement to sell or give a security interest
in and any filing of or agreement to give any financing statement under the Uniform Commercial Code
(or equivalent statutes) of any jurisdiction.




               “Merger” means the merger of the Company and Windstream Corporation (which is an entity formed
solely to hold the name “Windstream Corporation”) with and into Valor, on the Issue Date, with the
surviving entity changing its name to “Windstream Corporation”.




               “Moody’s” means Moody’s Investors Service, Inc. and its successors.




               “Net Income” means, with respect to any specified Person, the net income (loss) of such
Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock
dividends, excluding, however:





	 	(1)	 	any gain or loss, together with any related provision for taxes on such gain or
loss, realized in connection with: (a) any sale of assets outside the ordinary course
of business of such Person; or (b) the disposition of any securities by such Person or
any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such
Person or any of its Restricted Subsidiaries; and
	 
	 	(2)	 	any extraordinary or non-recurring gain, loss, expense or charge (including any
one-time expenses related to the Transactions), together with any related provision for
taxes.





               “Net Proceeds” means the aggregate cash proceeds, including payments in respect of deferred
payment obligations (to the extent corresponding to the principal, but not the interest component,
thereof) received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of (1) the direct costs relating to such
Asset Sale and the sale or other disposition of any such non-cash consideration,

16









 








including, without limitation, legal, accounting, investment banking and brokerage fees, and
sales commissions, and any relocation expenses incurred as a result thereof, (2) taxes paid or
payable as a result thereof, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, (3) amounts required to be applied to the repayment of
Indebtedness or other liabilities secured by a Lien on the asset or assets that were the subject of
such Asset Sale or required to be paid as a result of such sale, (4) any reserve for adjustment in
respect of the sale price of such asset or assets established in accordance with GAAP, (5) in the
case of any Asset Sale by a Restricted Subsidiary of the Company, payments to holders of Equity
Interests in such Restricted Subsidiary in such capacity (other than such Equity Interests held by
the Company or any Restricted Subsidiary thereof) to the extent that such payment is required to
permit the distribution of such proceeds in respect of the Equity Interests in such Restricted
Subsidiary held by the Company or any Restricted Subsidiary thereof and (6) appropriate amounts to
be provided by the Company or its Restricted Subsidiaries as a reserve against liabilities
associated with such Asset Sale, including, without limitation, pension and other post-employment
benefit liabilities, liabilities related to environmental matters and liabilities under any
indemnification obligations associated with such Asset Sale, all as determined in accordance with
GAAP; provided that (a) excess amounts set aside for payment of taxes pursuant to clause (2) above
remaining after such taxes have been paid in full or the statute of limitations therefor has
expired and (b) amounts initially held in reserve pursuant to clause (6) no longer so held, shall,
in the case of each of subclause (a) and (b), at that time become Net Proceeds.




               “Non-Recourse Debt” means Indebtedness:





	 	(1)	 	as to which neither the Company nor any of its Restricted Subsidiaries (a)
provides credit support of any kind (including any undertaking, agreement or instrument
that would constitute Indebtedness) other than a pledge of the Equity Interests of the
Unrestricted Subsidiary that is the obligor thereunder, (b) is directly or indirectly
liable as a guarantor or otherwise, or (c) constitutes the lender;
	 
	 	(2)	 	no default with respect to which (including any rights that the holders thereof
may have to take enforcement action against an Unrestricted Subsidiary) would permit
upon notice, lapse of time or both any holder of any other Indebtedness (other than the
Notes) of the Company or any of its Restricted Subsidiaries to declare a default on
such other Indebtedness or cause the payment thereof to be accelerated or payable prior
to its stated maturity; and
	 
	 	(3)	 	as to which either (a) the explicit terms provide that there is no recourse
against any of the assets of the Company or any Restricted Subsidiary thereof or (b)
the lenders have been notified in writing that they shall not have any recourse to the
stock or assets of the Company or any of its Restricted Subsidiaries, in each case
other than recourse against the Equity Interests of the Unrestricted Subsidiary that is
the obligor thereunder.
	 
	 	 	 	“Non-U.S. Person” means a Person who is not a U.S. Person.




17









 











               “Note Guarantee” means a Guarantee of the Notes pursuant to this Indenture.




               “Notes” means the 2013 Notes and the 2016 Notes of the Company issued on the date hereof and
any Additional Notes, including any Exchange Notes. The Notes of each series and the Additional
Notes (including any Exchange Notes) of such series, if any, shall be treated as a single class for
all purposes under this Indenture.




               “Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any
Indebtedness.




               “Offering Memorandum” means the offering memorandum, dated June 28, 2006, relating to the 2013
Notes and the 2016 Notes.




               “Officer” means, with respect to any Person, the Chairman of the Board, the President, the
Chief Financial Officer, any Executive Vice President, Senior Vice President or Vice President, the
Treasurer or the Secretary of such Person.




               “Officers’ Certificate” means a certificate signed on behalf of the Company by at least two
Officers of the Company, one of whom must be the principal executive officer, the principal
financial officer or the principal accounting officer of the Company, that meets the requirements
of this Indenture.




               “Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the
Trustee (who may be counsel to or an employee of the Company) that meets the requirements of this
Indenture.




               “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who
has an account with the Depositary, Euroclear or Clearstream, respectively (and with respect to
DTC, shall include Euroclear and Clearstream).




               “Participating Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.




               “Permitted Business” means any business conducted or proposed to be conducted (as described in
the Offering Memorandum) by the Company and its Restricted Subsidiaries on the Issue Date and other
businesses reasonably related thereto or a reasonable extension or expansion thereof.




               “Permitted Investments” means:





	 	(1)	 	any Investment in the Company or in a Restricted Subsidiary of the Company;
	 
	 	(2)	 	any Investment in Cash Equivalents;
	 
	 	(3)	 	any Investment by the Company or any Restricted Subsidiary of the Company in a
Person, if as a result of such Investment:




18









 












	 	(a)	 	such Person becomes a Restricted Subsidiary of the Company; or
	 
	 	(b)	 	such Person is merged, consolidated or amalgamated with or
into, or transfers or conveys substantially all of its assets to, or is
liquidated into, the Company or a Restricted Subsidiary of the Company;






	 	(4)	 	any Investment made as a result of the receipt of non-cash consideration from
an Asset Sale that was made pursuant to and in compliance with Section 4.10;
	 
	 	(5)	 	Hedging Obligations that are Incurred for the purpose of fixing, hedging or
swapping interest rate, commodity price or foreign currency exchange rate risk (or to
reverse or amend any such agreements previously made for such purposes), and not for
speculative purposes;
	 
	 	(6)	 	any Investment acquired by the Company or any of its Restricted Subsidiaries
(a) in exchange for any other Investment or accounts receivable held by the Company or
any such Restricted Subsidiary in connection with or as a result of a bankruptcy,
workout, reorganization or recapitalization of the issuer of such other Investment or
accounts receivable or (b) as a result of a foreclosure by the Company or any of its
Restricted Subsidiaries with respect to any secured Investment or other transfer of
title with respect to any secured Investment in default;
	 
	 	(7)	 	advances to customers or suppliers in the ordinary course of business that are,
in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits
on the balance sheet of the Company or its Restricted Subsidiaries and endorsements for
collection or deposit arising in the ordinary course of business;
	 
	 	(8)	 	Investments consisting of purchases and acquisitions of inventory, supplies,
materials and equipment or purchases of contract rights or licenses or leases of
intellectual property, in each case in the ordinary course of business;
	 
	 	(9)	 	advances to employees not in excess of $5.0 million outstanding at any one time
in the aggregate;
	 
	 	(10)	 	commission, payroll, travel and similar advances to officers and employees of
the Company or any of its Restricted Subsidiaries that are expected at the time of such
advance ultimately to be recorded as an expense in conformity with GAAP;
	 
	 	(11)	 	Investments consisting of the licensing or contribution of intellectual
property pursuant to joint marketing arrangements with other Persons;
	 
	 	(12)	 	other Investments in any Person other than any Unrestricted Subsidiary of the
Company (provided that any such Person is either (i) not an Affiliate of the Company or
(ii) is an Affiliate of the Company (A) solely because the Company, directly or
indirectly, owns Equity Interests in, or controls, such Person or (B) engaged in bona
fide business operations and is an Affiliate solely because it is under common control
with the Company) having an aggregate Fair Market




19









 






	 	 	 	Value (measured on the date each such Investment was made and without giving effect
to subsequent changes in value), when taken together with all other Investments made
pursuant to this clause (12) since the Issue Date and then outstanding, not to
exceed the greater of (x) 5.0% of Total Assets and (y) $375.0 million at the time of
such Investment; provided, however, that if an Investment pursuant to this clause
(12) is made in any Person that is not a Restricted Subsidiary of the Company at the
date of the making of the Investment and such Person becomes a Restricted Subsidiary
of the Company after such date, such Investment shall thereafter be deemed to have
been made pursuant to clause (1) above, and shall cease to have been made pursuant
to this clause (12); and
	 
	 	(13)	 	Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value
(measured on the date each such Investment was made and without giving effect to
subsequent changes in value), when taken together with all other Investments made
pursuant to this clause (13) since the Issue Date, not to exceed $25.0 million (but, to
the extent that any Investment made pursuant to this clause (13) since the Issue Date
is sold or otherwise liquidated for cash or designated as a Restricted Subsidiary,
minus the lesser of (a) the cash return of capital with respect to such Investment
(less the cost of disposition, if any) or the Fair Market Value of such Unrestricted
Subsidiary at the time of redesignation, as applicable, and (b) the initial amount of
such Investment).
	 
	 	 	 	“Permitted Liens” means:
	 
	 	(1)	 	Liens securing obligations in an amount when created or Incurred, together with
the amount of all other obligations secured by a Lien under this clause (1) at that
time outstanding (and any Permitted Refinancing Indebtedness Incurred in respect
thereof) and (in the case of clause (B) only) any Liens securing obligations in respect
of the 63/4% Notes due 2028 of Alltel Communications Holdings of the Midwest, Inc. and
the Valor Notes, not to exceed the greater of (A) the sum of (i) the amount of
Indebtedness Incurred and outstanding at such time under Section 4.09(b)(i), (iv) and
(xv) plus (ii) the amount of Indebtedness available for Incurrence at such time under
Section 4.09(b)(i), (iv) and (xv) and (B) the product of (x) 2.50 and (y) the Company’s
Consolidated Cash Flow for the most recent four fiscal quarters for which internal
financial statements are available at such time, which Consolidated Cash Flow shall be
calculated on a pro forma basis in the manner set out in clause (a) of the definition
of “Consolidated Leverage Ratio”;
	 
	 	(2)	 	Liens in favor of the Company or any Guarantor;
	 
	 	(3)	 	Liens on property of a Person existing at the time such Person is merged with
or into or consolidated with the Company or any Restricted Subsidiary thereof; provided
that such Liens were in existence prior to the contemplation of such merger or
consolidation and do not extend to any assets other than those of the Person merged
into or consolidated with the Company or the Restricted Subsidiary;




20









 






	 	(4)	 	Liens on property existing at the time of acquisition thereof by the Company or
any Restricted Subsidiary thereof; provided that such Liens were in existence prior to
the contemplation of such acquisition and do not extend to any property other than the
property so acquired by the Company or the Restricted Subsidiary;
	 
	 	(5)	 	With respect to each series of Notes, Liens securing the Notes of such series
and the Note Guarantees in respect thereof;
	 
	 	(6)	 	Liens existing on the Issue Date (excluding any such Liens securing
Indebtedness under the Credit Agreement);
	 
	 	(7)	 	Liens securing Permitted Refinancing Indebtedness (except as provided in clause
(5) of the definition thereof); provided that such Liens do not extend to any property
or assets other than the property or assets that secure the Indebtedness being
refinanced;
	 
	 	(8)	 	pledges of Equity Interests of an Unrestricted Subsidiary securing Non-Recourse
Debt of such Unrestricted Subsidiary;
	 
	 	(9)	 	Liens on cash or Cash Equivalents securing Hedging Obligations of the Company
or any of its Restricted Subsidiaries (a) that are Incurred for the purpose of fixing,
hedging or swapping interest rate, commodity price or foreign currency exchange rate
risk (or to reverse or amend any such agreements previously made for such purposes),
and not for speculative purposes, or (b) securing letters of credit that support such
Hedging Obligations;
	 
	 	(10)	 	Liens incurred or deposits made in the ordinary course of business in
connection with worker’s compensation, unemployment insurance or other social security
obligations;
	 
	 	(11)	 	Liens, deposits or pledges to secure the performance of bids, tenders,
contracts (other than contracts for the payment of Indebtedness), leases, or other
similar obligations arising in the ordinary course of business;
	 
	 	(12)	 	survey exceptions, encumbrances, easements or reservations of, or rights of
other for, rights of way, zoning or other restrictions as to the use of properties, and
defects in title which, in the case of any of the foregoing, were not incurred or
created to secure the payment of Indebtedness, and which in the aggregate do not
materially adversely affect the value of such properties or materially impair the use
for the purposes of which such properties are held by the Company or any of its
Restricted Subsidiaries;
	 
	 	(13)	 	judgment and attachment Liens not giving rise to an Event of Default and
notices of lis pendens and associated rights related to litigation being contested in
good faith by appropriate proceedings and for which adequate reserves have been made;




21









 






	 	(14)	 	Liens, deposits or pledges to secure public or statutory obligations, surety,
stay, appeal, indemnity, performance or other similar bonds or obligations; and Liens,
deposits or pledges in lieu of such bonds or obligations, or to secure such bonds or
obligations, or to secure letters of credit in lieu of or supporting the payment of
such bonds or obligations;
	 
	 	(15)	 	Liens in favor of collecting or payor banks having a right of setoff,
revocation, refund or chargeback with respect to money or instruments of the Company or
any Subsidiary thereof on deposit with or in possession of such bank;
	 
	 	(16)	 	any interest or title of a lessor, licensor or sublicensor in the property
subject to any lease, license or sublicense (other than any property that is the
subject of a Sale Leaseback Transaction);
	 
	 	(17)	 	Liens for taxes, assessments and governmental charges not yet delinquent or
being contested in good faith and for which adequate reserves have been established to
the extent required by GAAP;
	 
	 	(18)	 	Liens arising from precautionary UCC financing statements regarding operating
leases or consignments; and
	 
	 	(19)	 	Liens securing obligations that do not exceed $15.0 million at any one time
outstanding.





               “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its
Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend,
refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its
Restricted Subsidiaries (other than intercompany Indebtedness); provided that:





	 	(1)	 	the amount of such Permitted Refinancing Indebtedness does not exceed the
amount of the Indebtedness so extended, refinanced, renewed, replaced, defeased or
refunded (plus all accrued and unpaid interest thereon and the amount of any reasonably
determined premium necessary to accomplish such refinancing and such reasonable
expenses incurred in connection therewith);
	 
	 	(2)	 	such Permitted Refinancing Indebtedness has a final maturity date later than
the final maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded;
	 
	 	(3)	 	if the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded is subordinated in right of payment to the Notes or the Note Guarantees, such
Permitted Refinancing Indebtedness has a final maturity date later than the final
maturity date of the Notes and is subordinated in right of payment to the Notes or the
Note Guarantees, as applicable, on terms at least as favorable, taken as a whole, to
the Holders of Notes as those contained in the documentation




22









 






	 	 	 	governing the Indebtedness being extended, refinanced, renewed, replaced, defeased
or refunded;
	 
	 	(4)	 	if the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded is pari passu in right of payment with the Notes or any Note Guarantees, such
Permitted Refinancing Indebtedness is pari passu with, or subordinated in right of
payment to, the Notes or such Note Guarantees;
	 
	 	(5)	 	if the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded is Indebtedness under the Valor Notes, such Permitted Refinancing Indebtedness
is unsecured and ranks pari passu with, or subordinated in right of payment to, the
Notes and the Note Guarantees; and
	 
	 	(6)	 	such Indebtedness is Incurred by either (a) by the Company or any Guarantor or
(b) by the Restricted Subsidiary that is the obligor on the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded.





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




               “Preferred Stock” means, with respect to any Person, any Capital Stock of such Person that has
preferential rights to any other Capital Stock of such Person with respect to dividends or
redemptions upon liquidation.




               “Private Placement Legend” means the legend set forth in Section 2.07(g)(i) to be placed on
all Notes issued under this Indenture except where otherwise permitted by the provisions of this
Indenture.




               “Purchase Agreement” means the Purchase Agreement dated as of June 28, 2006 among the Company,
the Guarantors, the Selling Noteholders and the Initial Purchasers.




               “QIB” means a “qualified institutional buyer” as defined in Rule 144A.




               “Registration Rights Agreement” means (1) with respect to the Notes issued on the Issue Date,
the Registration Rights Agreement, to be dated the Issue Date, among Windstream Corporation (as
successor to the Company), the Guarantors, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P.
Morgan Securities Inc., Banc of America Securities LLC, Citigroup Global Markets Inc., Wachovia
Capital Markets, LLC and Barclays Capital Inc. and (2) with respect to any Additional Notes, any
registration rights agreement between the Company and the other parties thereto relating to the
registration by the Company of such Additional Notes under the Securities Act.




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




               “Regulation S Global Note” means a Legended Regulation S Global Note of either series or an
Unlegended Regulation S Global Note of either series, as appropriate.




23









 








               “Replacement Assets” means (1) non-current assets (including any such assets acquired by
capital expenditures) that shall be used or useful in a Permitted Business or (2) substantially all
the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a
Permitted Business that is or shall become on the date of acquisition thereof a Restricted
Subsidiary of the Company.




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




               “Restricted Definitive Note” means a Definitive Note of either series bearing the Private
Placement Legend.




               “Restricted Global Note” means a Global Note of either series bearing the Private Placement
Legend.




               “Restricted Investment” means an Investment other than a Permitted Investment.




               “Restricted Period” means the 40-day distribution compliance period as defined in Regulation
S.




               “Restricted Subsidiary” of a Person means any Subsidiary of such Person that is not an
Unrestricted Subsidiary.




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




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




               “Rule 903” means Rule 903 promulgated under the Securities Act.




               “Rule 904” means Rule 904 promulgated under the Securities Act.




               “S&P” means Standard & Poor’s Rating Services, a division of McGraw Hill, Inc., and its
successors.




               “Sale and Leaseback Transaction” means, with respect to any Person, any transaction involving
any of the assets or properties of such Person whether now owned or hereafter acquired, whereby
such Person sells or otherwise transfers such assets or properties and then or thereafter leases
such assets or properties or any part thereof or any other assets or properties which such Person
intends to use for substantially the same purpose or purposes as the assets or properties sold or
transferred.




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




24









 








               “Selling Noteholders” means Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan
Securities Inc., as Selling Noteholders of the 2016 Notes under the Purchase Agreement.




               “Shelf Registration Statement” means the Shelf Registration Statement as defined in the
Registration Rights Agreement.




               “Significant Subsidiary” means any Restricted Subsidiary that would constitute a “significant
subsidiary” within the meaning of Article 1 of Regulation S-X of the Securities Act.




               “Stated Maturity” means, with respect to any installment of interest or principal on any
series of Indebtedness, the date on which such payment of interest or principal was scheduled to be
paid in the original documentation governing such Indebtedness, and shall not include any
contingent obligations to repay, redeem or repurchase any such interest or principal prior to the
date originally scheduled for the payment thereof.




               “Subordinated Debt” means any Indebtedness of the Company or any Guarantor which is
subordinated in right of payment to the Notes or the related Note Guarantees, as applicable,
pursuant to a written agreement to that effect.




               “Subsidiary” means, with respect to any specified Person:





	 	(1)	 	any corporation, association or other business entity of which more than 50% of
the total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof); and
	 
	 	(2)	 	any partnership (a) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (b) the only general partners of
which are such Person or one or more Subsidiaries of such Person (or any combination
thereof).





               “Total Assets” means the total assets of the Company and its Restricted Subsidiaries on a
consolidated basis, as shown on the most recent balance sheet of the Company prepared in conformity
with GAAP but excluding the value of any outstanding Restricted Investments or Investments made
under clause (12) of the definition of Permitted Investments.




               “TIA” means the Trust Indenture Act of 1939, as amended, as in effect on the date on which
this Indenture is qualified under the TIA.




               “Transactions” means the contribution of all of ALLTEL Corporation’s wireline assets to the
Company in exchange for the 2016 Notes and all of the stock of the Company, the distribution of
such stock to ALLTEL Corporation’s shareholders and exchange of the 2016 Notes for other debt
securities of ALLTEL Corporation, the Merger, and the entry into the Credit





25









 






Agreement and the borrowings thereunder on the Issue Date and the offering of the Notes each
as described in the Offering Memorandum under the heading “Description of the Transactions.”




          “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 date fixed for prepayment (or, if such Statistical Release is no longer
published, any publicly available source for similar market data)) most nearly equal to the then
remaining term of the 2013 Notes to maturity; provided, however, that if the then remaining term of
the 2013 Notes to maturity 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
United States Treasury securities for which such yields are given, except that if the then
remaining term of the 2013 Notes to maturity 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.



          “Trustee” means SunTrust Bank, until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving hereunder.



          “Unlegended Regulation S Global Note” means a permanent global Note of either series in the
form of Exhibit A-1 or Exhibit A-2, as applicable, bearing the Global Note Legend,
deposited with or on behalf of and registered in the name of the Depositary or its nominee and
issued upon expiration of the Restricted Period.



          “Unrestricted Definitive Note” means one or more Definitive Notes of either series that do not
bear and are not required to bear the Private Placement Legend.



          “Unrestricted Global Note” means a permanent Global Note of either series substantially in the
form of Exhibit A-1 or Exhibit A-2, as applicable, that bears the Global Note
Legend, that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, that
is deposited with or on behalf of and registered in the name of the Depositary, representing a
series of Notes, and that does not bear the Private Placement Legend.



          “Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board
of Directors of the Company as an Unrestricted Subsidiary pursuant to a Board Resolution in
compliance with Section 4.16 and any Subsidiary of such Subsidiary.



          “U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.



          “Valor” means Valor Communications Group, Inc., a Delaware corporation.



          “Valor Notes” means the $400 million principal amount of 73/4% Senior Notes due 2015 issued by
subsidiaries of Valor prior to the Issue Date.



          “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is
ordinarily entitled to vote in the election of the Board of Directors of such Person.



26









 





          “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the
number of years obtained by dividing:




	 	(1)	 	the sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the number
of years (calculated to the nearest one-twelfth) that shall elapse between such date
and the making of such payment; by
	 
	 	(2)	 	the then outstanding principal amount of such Indebtedness.




Section 1.02. Other Definitions.




	 	 	 	 	 
	 	 	Defined in	 
	Term	 	Section	 
	“Act”
	 	 	12.14	 
	“Affiliate Transaction”
	 	 	4.11	 
	“Asset Sale Offer”
	 	 	4.10	 
	“Authentication Order”
	 	 	2.02	 
	“Basket Period”
	 	 	4.07	 
	“Change of Control Offer”
	 	 	4.14	 
	“Change of Control Payment”
	 	 	4.14	 
	“Change of Control Payment Date”
	 	 	4.14	 
	“Covenant Defeasance”
	 	 	8.03	 
	“Credit Facility Refinancing”
	 	 	4.09	 
	“DTC”
	 	 	2.01	 
	“Event of Default”
	 	 	6.01	 
	“Excess Proceeds”
	 	 	4.10	 
	“Excess Proceeds Trigger Date”
	 	 	4.10	 
	“Legal Defeasance”
	 	 	8.02	 
	“Offer Amount”
	 	 	3.08	 
	“Offer Period”
	 	 	3.08	 
	“offshore transaction”
	 	 	2.07	 
	“Paying Agent”
	 	 	2.04	 
	“Payment Default”
	 	 	6.01	 
	“Permitted Debt”
	 	 	4.09	 
	“Purchase Date”
	 	 	3.08	 
	“Registrar”
	 	 	2.04	 
	“Related Proceedings”
	 	 	12.09	 
	“Repurchase Offer”
	 	 	3.08	 
	“Restricted Payments”
	 	 	4.07	 
	“Specified Courts”
	 	 	12.09	 





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.



27









 





          The following TIA terms used in this Indenture have the following meanings:




     “indenture securities” means the Notes and the Note Guarantees;




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




     “indenture to be qualified” means this Indenture;




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




     “obligor” on the Notes means the Company, the Guarantors and any successor obligor upon
the Notes or the Note Guarantees.



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


Section 1.04. Rules of Construction.




          Unless the context otherwise requires:




	 	(a)	 	a term has the meaning assigned to it;
	 
	 	(b)	 	an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;
	 
	 	(c)	 	“or” is not exclusive;
	 
	 	(d)	 	words in the singular include the plural, and in the plural
include the singular;
	 
	 	(e)	 	“herein”, “hereof” and other word of similar import refer to
this Indenture as a whole and not to any particular Section, Article or other
subdivision;
	 
	 	(f)	 	all references to Sections or Articles or Exhibits refer to
Sections or Articles or Exhibits of or to this Indenture unless otherwise
indicated; and
	 
	 	(g)	 	references to sections of or rules under the Securities Act
shall be deemed to include substitute, replacement of successor sections or
rules adopted by the Commission from time to time.





ARTICLE TWO

THE NOTES



Section 2.01. Form and Dating.




             (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially
in the form of Exhibit A-1 or Exhibit A-2, as applicable. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or usage. Each Note



28









 







shall be dated the date of its authentication. The Notes shall be issued in registered form without
interest coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess of
$2,000.



          The terms and provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture, and the Company, the Guarantors and the Trustee, by their execution
and delivery of this Indenture, expressly agree to such terms and provisions and to be bound
thereby. However, to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be controlling.



          (b) Global Notes. The Notes of each series issued in global form shall be substantially in
the form of Exhibit A-1 or Exhibit A-2, as applicable, (and shall include the
Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached
thereto). The Notes of each series issued in definitive form shall be substantially in the form of
Exhibit A-1 or Exhibit A-2, as applicable, (but without the Global Note Legend
thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto).
Each Global Note of each series shall represent such of the outstanding Notes of such series as
shall be specified therein and each shall provide that it represents the aggregate principal amount
of outstanding Notes of such series from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes of such series represented thereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a
Global Note of either series to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes of such series represented thereby shall be made by the
Trustee or, if the Custodian and the Trustee are not the same Person, by the Custodian at the
direction of the Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.07 hereof.



          (c) Regulation S Global Notes. The Notes of each series offered and sold in reliance on
Regulation S shall be issued initially in the form of one or more Legended Regulation S Global
Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with
the Trustee, as custodian for The Depository Trust Company (“DTC”) in New York, New York, and
registered in the name of the Depositary or the nominee of the Depositary for the accounts of
designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. Following the termination of the Restricted
Period, beneficial interests in the Legended Regulation S Global Note of each series may be
exchanged for beneficial interests in Unlegended Regulation S Global Notes of such series pursuant
to Section 2.07 and the Applicable Procedures. Simultaneously with the authentication of Unlegended Regulation S Global Notes of either
series, the Trustee shall cancel the Legended Regulation S Global Note of such series. The
aggregate principal amount of the Regulation S Global Notes of each series may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the Depositary or its
nominee, as the case may be, in connection with transfers of interest as hereinafter provided.



          (d) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating
Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the
“General Terms and Conditions of Clearstream Banking” and “Customer



29









 







Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held
by Participants through Euroclear or Clearstream.



          (e) Form of Initial Notes. The 2016 Notes issued on the date of this Indenture shall
initially be issued in the form of one or more Restricted Definitive Notes (the “Initial 2016
Notes”). The 2013 Notes issued on the date of this Indenture shall initially be issued in the form
of one or more Restricted Global Notes, provided that such 2013 Notes may not be issued until the
Merger shall have been consummated and a Supplemental Indenture in the form of Exhibit E-2
shall have been entered into.


Section 2.02. Execution and Authentication.




          One Officer of the Company shall sign the Notes for the Company by manual or facsimile
signature.



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



          A Note shall not be valid until authenticated by the manual signature of the Trustee. Such
signature shall be conclusive evidence that the Note has been authenticated under this Indenture.



          The aggregate principal amount of Notes of each series which may be authenticated and
delivered under this Indenture is unlimited.



          The Company may, subject to Article Four of this Indenture and applicable law, issue
Additional Notes of either series under this Indenture, including Exchange Notes. The Notes of
each series issued on the Issue Date and any Additional Notes of such series subsequently issued
shall be treated as a single class for all purposes under this Indenture.



          At any time and from time to time after the execution of this Indenture, the Trustee shall,
upon receipt of a written order of the Company signed by an Officer of the Company (an
"Authentication Order”), authenticate Notes of each series for (i) original issue in an aggregate
principal amount specified in such Authentication Order and (ii) Additional Notes in such amounts
as may be specified from time to time without limit, so long as such issuance is permitted under
Article Four of this Indenture and applicable law. The Authentication Order shall specify the amount of Notes to be authenticated and the date on
which the Notes are to be authenticated. In addition, the Trustee shall issue upon receipt of an
Authentication Order other Notes issued in exchange therefor from time to time.



          The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication by such agent.
An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of
the Company.



30









 




Section 2.03. Methods of Receiving Payments on the Notes.




          If a Holder has given wire transfer instructions to the Company, the Company shall pay all
principal, interest and premium and Additional Interest, if any, on that Holder’s Notes in
accordance with those instructions. All other payments on Notes shall be made at the office or
agency of the Paying Agent and Registrar within the United States of America unless the Company
elects to make interest payments by check mailed to the Holders at their addresses set forth in the
register of Holders.


Section 2.04. Registrar and Paying Agent.




          (a) The Company shall maintain a registrar with an office or agency where Notes may be
presented for registration of transfer or for exchange (“Registrar”) and a paying agent with an
office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall
keep a register of the Notes and of their transfer and exchange. The Company may appoint one or
more co-registrars and one or more additional paying agents. The term “Registrar” includes any
co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may
change any Paying Agent or Registrar without prior notice to any Holder. The Company shall
promptly notify the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying
Agent or Registrar.



          (b) The Company initially appoints DTC to act as Depositary with respect to the Global Notes.



          (c) The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to
act as Custodian with respect to the Global Notes.


Section 2.05. Paying Agent to Hold Money in Trust.




          The Company shall require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by
the Paying Agent for the payment of principal, premium or Additional Interest, if any, or interest
on the Notes, and shall promptly notify the Trustee of any default by the Company in making any
such payment. While any such default continues, the Trustee may require a Paying Agent to pay all
money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all
money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than
the Company or one of its Subsidiaries) shall have no further liability for the money. If the
Company or one of its Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any
bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying
Agent for the Notes.


Section 2.06. Holder 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 all Holders and shall otherwise



31









 







comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at
least seven Business Days before each interest payment date and at such other times as the Trustee
may request in writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Holders of Notes and the Company shall otherwise comply
with TIA Section 312(a).


Section 2.07. Transfer and Exchange.




          (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole
except by the Depositary to a nominee of the Depositary, 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. All Global Notes shall be
exchanged by the Company for Definitive Notes if (i) the Depositary (A) notifies the Company that
it is unwilling or unable to continue as Depositary for the Global Notes or (B) has ceased to be a
clearing agency registered under the Exchange Act, and in each case the Company fail to appoint a
successor Depositary within 90 days after the date of such notice from the Depositary; (ii) the
Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of
Definitive Notes, subject to the procedures of the Depositary; provided that in no event shall the
Legended Regulation S Global Note be exchanged by the Company for Definitive Notes other than in
accordance with Section 2.07(c)(ii); or (iii) there shall have occurred and be continuing a Default
or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events
in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. In addition, beneficial interests in a Global Note may be exchanged for
Definitive Notes upon request of a Participant (for itself or on behalf of a beneficial owner) by
written notice given to the Trustee by or on behalf of the Depositary in accordance with the
customary procedures of the Depositary and in compliance with this Section 2.07. Global Notes also may be exchanged or replaced, in whole or
in part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or
Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a
Global Note, except as provided in this Section 2.07. A Global Note may not be exchanged for
another Note other than as provided in this Section 2.07(a); however, beneficial interests in a
Global Note may be transferred and exchanged as provided in Section 2.07(b), (c) or (f) hereof.



          (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and
exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in
accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act. Transfers of beneficial
interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii)
below, as applicable, as well as one or more of the other following subparagraphs, as applicable:




     (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in
any Restricted Global Note may be transferred to Persons who take delivery thereof in the
form of a beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Private Placement Legend;



32









 







provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the
Legended Regulation S Global Note may not be made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any
Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form
of a beneficial interest in an Unrestricted Global Note. No written orders or instructions
shall be required to be delivered to the Registrar to effect the transfers described in this
Section 2.07(b)(i).




     (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests that are not subject to
Section 2.07(b)(i) above, the transferor of such beneficial interest must deliver to the
Registrar either (A) (1) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the Depositary to
credit or cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial interest to be transferred or exchanged and (2) instructions given
in accordance with the Applicable Procedures containing information regarding the
Participant account to be credited with such increase or (B) (1) a written order from a
Participant or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an
amount equal to the beneficial interest to be transferred or exchanged and (2) instructions
given by the Depositary to the Registrar containing information regarding the Person in
whose name such Definitive Note shall be registered to effect the transfer or exchange
referred to in (1) above; provided that in no event shall Definitive Notes be issued upon
the transfer or exchange of beneficial interests in the Legended Regulation S Global Note
other than in accordance with Section 2.07(c)(ii). Upon consummation of an Exchange Offer
by the Company in accordance with Section 2.07(f), the requirements of this Section 2.07(b)(ii) shall be deemed to have been satisfied upon receipt by the
Registrar of the instructions contained in the Letter of Transmittal delivered by the holder
of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of
the requirements for transfer or exchange of beneficial interests in Global Notes contained
in this Indenture and the Notes or otherwise applicable under the Securities Act, the
Trustee shall adjust the principal amount at maturity of the relevant Global Notes pursuant
to Section 2.07(i).




     (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial
interest in any Restricted Global Note may be transferred to a Person who takes delivery
thereof in the form of a beneficial interest in another Restricted Global Note if the
transfer complies with the requirements of Section 2.07(b)(ii) above and the Registrar
receives the following:




     (A) if the transferee shall take delivery in the form of a beneficial interest
in the 144A Global Note, then the transferor must deliver a certificate in the form
of Exhibit B, including the certifications in item (1) thereof; and




     (B) if the transferee shall take delivery in the form of a beneficial interest
in a Legended Regulation S Global Note, then the transferor must deliver a
certificate in the form of Exhibit B, including the certifications in item
(2) thereof.



33









 






     (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any
Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in
an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer
complies with the requirements of Section 2.07(b)(ii) above and:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the Holder of the beneficial
interest to be transferred, in the case of an exchange, or the transferee, in the
case of a transfer, certifies in the applicable Letter of Transmittal (1) it is not
an affiliate (as defined in Rule 144) of the Company, (2) it is not engaged in, and
does not intend to engage in, and has no arrangement or understanding with any
Person to participate in, a distribution of the Exchange Notes to be issued in the
Exchange Offer and (3) it is acquiring the Exchange Notes in its ordinary course of
business;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a Participating Broker-Dealer pursuant to the
Exchange Offer Registration Statement in accordance with the Registration Rights
Agreement; or




     (D) the Registrar receives the following:




     (1) if the holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a beneficial interest
in an Unrestricted Global Note, a certificate from such holder in the form
of Exhibit C, including the certifications in item (1)(a) thereof;
or




     (2) if the holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note, a certificate from such holder in the form of
Exhibit B, including the certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar or the
Company so requests or if the Applicable Procedures so require, an opinion of
counsel in form reasonably acceptable to the Registrar and the Company to the effect
that such exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act.



          If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an
Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall



34









 







authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.



          Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to
Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global
Note.



          (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.




     (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If
any holder of a beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then,
upon receipt by the Registrar of the following documentation:




     (A) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a Restricted Definitive Note, a
certificate from such holder in the form of Exhibit C, including the
certifications in item (2)(a) thereof;




     (B) if such beneficial interest is being transferred to a QIB in accordance
with Rule 144A under the Securities Act, a certificate to the effect set forth in
Exhibit B, including the certifications in item (1) thereof;




     (C) [INTENTIONALLY OMITTED];




     (D) [INTENTIONALLY OMITTED];




     (E) if such beneficial interest is being transferred to an Institutional
Accredited Investor in reliance on an exemption from the registration requirements
of the Securities Act other than that listed in subparagraph (B) above, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (3) thereof, if
applicable; or




     (F) if such beneficial interest is being transferred to the Company or any of
its Subsidiaries, a certificate to the effect set forth in Exhibit B,
including the certifications in item (3)(a) thereof,




the Trustee shall cause the aggregate principal amount of the applicable Global Note to be
reduced accordingly pursuant to Section 2.07(i) hereof, and the Company shall execute and
the Trustee shall authenticate and deliver to the Person designated in the instructions a
Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange
for a beneficial interest in a Restricted Global Note pursuant to this Section 2.07(c) shall
be registered in such name or names and in such authorized denomination or denominations as
the holder of such beneficial interest shall instruct the Registrar through instructions
from the Depositary and the Participant or Indirect



35









 







Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any
Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note
pursuant to this Section 2.07(c)(i) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.




     (ii) Beneficial Interests in Legended Regulation S Global Note to Definitive Notes. A
beneficial interest in the Legended Regulation S Global Note may not be exchanged for a
Definitive Note or transferred to a Person who takes delivery thereof in the form of a
Definitive Note prior to the expiration of the Restricted Period, except in the case of a
transfer pursuant to an exemption from the registration requirements of the Securities Act
other than Rule 903 or Rule 904.




     (iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.
A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial
interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a
Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the holder of such beneficial
interest, in the case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that (1) it is not an affiliate
(as defined in Rule 144) of the Company, (2) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any
Person to participate in, a distribution of the Exchange Notes to be issued in the
Exchange Offer and (3) it is acquiring the Exchange Notes in its ordinary course of
business;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a Participating Broker-Dealer pursuant to the
Exchange Offer Registration Statement in accordance with the Registration Rights
Agreement; or




     (D) the Registrar receives the following:




     (1) if the holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a Definitive Note
that does not bear the Private Placement Legend, a certificate from such
Holder in the form of Exhibit C, including the certifications in
item (1)(b) thereof; or




     (2) if the holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a Definitive Note that does not



36









 







bear the Private Placement Legend, a certificate from such Holder in the form of
Exhibit B, including the certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar or the
Company so requests or if the Applicable Procedures so require, an opinion of
counsel in form reasonably acceptable to the Registrar and the Company to the effect
that such exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act.




     (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive
Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to
exchange such beneficial interest for a Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon
satisfaction of the conditions set forth in Section 2.07(b)(ii), the Trustee shall cause the
aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant
to Section 2.07(i), and the Company shall execute and the Trustee shall authenticate and
deliver to the Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant
to this Section 2.07(c)(iv) shall be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or Indirect
Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note
issued in exchange for a beneficial interest pursuant to this Section 2.07(c)(iv) shall not
bear the Private Placement Legend.




     (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.




     (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If
any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial
interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a
Person who takes delivery thereof in the form of a beneficial interest in a Restricted
Global Note, then, upon receipt by the Registrar of the following documentation:




     (A) if the Holder of such Restricted Definitive Note proposes to exchange such
Note for a beneficial interest in a Restricted Global Note, a certificate from such
Holder in the form of Exhibit C, including the certifications in item (2)(b)
thereof;




     (B) if such Restricted Definitive Note is being transferred to a QIB in
accordance with Rule 144A, a certificate to the effect set forth in Exhibit
B, including the certifications in item (1) thereof;



37









 






     (C) if such Restricted Definitive Note is being transferred to a Non-U.S.
Person in an “offshore transaction” in accordance with Rule 903 or Rule 904, a
certificate to the effect set forth in Exhibit B, including the
certifications in item (2) thereof; or




     (D) if such Restricted Definitive Note is being transferred to the Company or
any of its Subsidiaries, a certificate to the effect set forth in Exhibit B,
including the certifications in item (3)(a) thereof,




the Trustee shall cancel the Restricted Definitive Note, and increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above, the
appropriate Restricted Global Note, in the case of clause (B) above, the appropriate 144A
Global Note, and in the case of clause (C) above, the appropriate Regulation S Global Note.




Notwithstanding the foregoing, exchanges of the Initial 2016 Notes by the 2016 Notes Initial
Purchasers on the date of this Indenture for beneficial interests in one or more Restricted
Global Notes shall not require the delivery of the certifications referred to in clauses (A)
through (D) above.




     (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in
an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
only if:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the applicable
Letter of Transmittal (1) it is not an affiliate (as defined in Rule 144) of the
Company, (2) it is not engaged in, and does not intend to engage in, and has no
arrangement or understanding with any Person to participate in, a distribution of
the Exchange Notes to be issued in the Exchange Offer and (3) it is acquiring the
Exchange Notes in its ordinary course of business;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a Participating Broker-Dealer pursuant to the
Exchange Offer Registration Statement in accordance with the Registration Rights
Agreement; or




     (D) the Registrar receives the following:




     (1) if the Holder of such Restricted Definitive Note proposes to
exchange such Note for a beneficial interest in the Unrestricted Global
Note, a certificate from such Holder in the form of Exhibit C,
including the certifications in item (1)(c) thereof; or



38









 






     (2) if the Holder of such Restricted Definitive Note proposes to
transfer such Note to a Person who shall take delivery thereof in the form
of a beneficial interest in the Unrestricted Global Note, a certificate from
such Holder in the form of Exhibit B, including the certifications
in item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar or the
Company so requests or if the Applicable Procedures so require, an opinion of
counsel in form reasonably acceptable to the Registrar and the Company to the effect
that such exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act.




     Upon satisfaction of the conditions of any of the subparagraphs in this Section
2.07(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be
increased the aggregate principal amount of the applicable Unrestricted Global Note.




     (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial
interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Note to a
Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note at any time. Upon receipt of a request for such an exchange or transfer, the
Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the
Unrestricted Global Notes.




          If any such exchange or transfer from a Definitive Note to a beneficial interest is effected
pursuant to subparagraphs (i), (ii)(B), (ii)(D) or (iii) above at a time when a Global Note has not
yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more Global Notes in an aggregate
principal amount equal to the principal amount of Definitive Notes so transferred.




          (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder
of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.07(e), the
Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration
of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in
writing. In addition, the requesting Holder shall provide any additional certifications, documents
and information, as applicable, required pursuant to the following provisions of this Section
2.07(e).




     (i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted
Definitive Note may be transferred to and registered in the name of Persons who take
delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the
following:



39









 






     (A) if the transfer shall be made pursuant to Rule 144A under the Securities
Act, then the transferor must deliver a certificate in the form of Exhibit
B, including the certifications in item (1) thereof;




     (B) [INTENTIONALLY OMITTED]; and




     (C) if the transfer shall be made pursuant to any other exemption from the
registration requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if applicable.




Notwithstanding the foregoing, transfers of the Initial 2016 Notes to the Selling
Noteholders or the 2016 Notes Initial Purchasers, in each case on the date of this
Indenture, shall not require the delivery of the certifications and/or Opinion of Counsel
referred to in clause (A) or (C) above.




     (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted
Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note
or transferred to a Person or Persons who take delivery thereof in the form of an
Unrestricted Definitive Note if:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that (1) it is not an affiliate (as defined in Rule 144)
of the Company, (2) it is not engaged in, and does not intend to engage in, and has
no arrangement or understanding with any Person to participate in, a distribution of
the Exchange Notes to be issued in the Exchange Offer and (3) it is acquiring the
Exchange Notes in its ordinary course of business;




     (B) any such transfer is effected pursuant to the Shelf Registration Statement
in accordance with the Registration Rights Agreement;




     (C) any such transfer is effected by a Participating Broker-Dealer pursuant to
the Exchange Offer Registration Statement in accordance with the Registration Rights
Agreement; or




     (D) the Registrar receives the following:




     (1) if the Holder of such Restricted Definitive Note proposes to
exchange such Note for an Unrestricted Definitive Note, a certificate from
such Holder in the form of Exhibit C, including the certifications
in item (1)(d) thereof; or




     (2) if the Holder of such Restricted Definitive Note proposes to
transfer such Note to a Person who shall take delivery thereof in the form
of an Unrestricted Definitive Note, a certificate from such Holder in the
form of Exhibit B, including the certifications in item (4) thereof;



40









 






and, in each such case set forth in this subparagraph (D), if the Registrar or the
Company so requests, an opinion of counsel in form reasonably acceptable to the
Registrar and the Company to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in order to
maintain compliance with the Securities Act.




     (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of
Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof
in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such
a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the
instructions from the Holder thereof.




            (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the
Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order
in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global
Notes of the applicable series in an aggregate principal amount equal to the principal amount of
the beneficial interests in the Restricted Global Notes of such series tendered for acceptance by
Persons that certify in the applicable Letters of Transmittal that (x) they are not affiliates (as
defined in Rule 144) of the Company, (y) they are not engaged in, and do not intend to engage in,
and have no arrangement or understanding with any Person to participate in, a distribution of the
Exchange Notes to be issued in the Exchange Offer and (z) they are acquiring the Exchange Notes in
their ordinary course of business and (ii) Unrestricted Definitive Notes of the applicable series in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Notes of such series accepted for exchange in the
Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the
aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the Persons designated
by the Holders of Restricted Global Notes of the applicable series so accepted Unrestricted Global
Notes of such series in the appropriate principal amount.




            (g) Legends. The following legends shall appear on the face of all Global Notes and
Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable
provisions of this Indenture.




     (i) Private Placement Legend. Except as permitted below, each Global Note and each
Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall
bear the legend in substantially the following form:




THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST
OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT. THE



41









 







HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO
YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH
THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE HEREON (OR
ANY PREDECESSOR OF THIS NOTE) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A)
TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40 DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE
RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN
EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.




       Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to
subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this
Section 2.07 (and all Notes issued in exchange therefor or substitution thereof) shall not
bear the Private Placement Legend.




       (ii) Global Note Legend. Each Global Note shall bear a legend in substantially the
following form:




THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY



42









 







CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT
NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY
BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE
INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY
WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.




(h) Regulation S Global Note Legend. The Regulation S Global Note shall bear a legend in
substantially the following form:




THE RIGHTS ATTACHING TO THIS REGULATION S GLOBAL NOTE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE
INDENTURE (AS DEFINED HEREIN).




             (i) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests
in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note
has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be
returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any
time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who shall take delivery thereof in the
form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount
of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be
made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a
Person who shall take delivery thereof in the form of a beneficial interest in another Global Note,
such other Global Note shall be increased accordingly and an endorsement shall be made on such
Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such
increase.




             (j) General Provisions Relating to Transfers and Exchanges.




     (i) To permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Global Notes and Definitive Notes upon the Company’s order or
at the Registrar’s request.




     (ii) No service charge shall be made to a Holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but
the Company may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange or transfer pursuant to Sections 2.11,
3.06, 3.08, 4.10, 4.14 and 9.05).



43









 






     (iii) The Registrar shall not be required to register the transfer of or exchange any
Note selected for redemption in whole or in part, except the unredeemed portion of any Note
being redeemed in part.




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




     (v) The Company shall not be required (A) to issue, to register the transfer of or to
exchange any Notes during a period beginning at the opening of business 15 days before the
day of mailing of a notice of redemption of Notes under Section 3.02 and ending at the close
of business on the day of mailing, (B) to register the transfer of or to exchange any Note
so selected for redemption in whole or in part, except the unredeemed portion of any Note
being redeemed in part, (C) to register the transfer of or to exchange a Note between a
record date and the next succeeding interest payment date or (D) to register the transfer of
or to exchange a Note tendered and not withdrawn in connection with a Change of Control
Offer or an Asset Sale Offer.




     (vi) Prior to due presentment for the registration of a transfer of any Note, the
Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is
registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none
of the Trustee, any Agent or the Company shall be affected by notice to the contrary.




     (vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance
with the provisions of Section 2.02.




     (viii) All certifications, certificates and Opinions of Counsel required to be
submitted to the Registrar pursuant to this Section 2.07 to effect a registration of
transfer or exchange may be submitted by facsimile.




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




     (x) Neither the Trustee nor any Agent shall have the responsibility for any actions
taken or not taken by the Depositary.



Section 2.08. Replacement Notes.



           (a) If any mutilated Note is surrendered to the Trustee or the Company and the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any Note, the



44









 







Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a
replacement Note if the Trustee’s requirements are met. An indemnity bond must be supplied by the
Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company,
the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a
Note is replaced. The Company may charge for their expenses in replacing a Note.



          (b) Every replacement Note is an additional obligation of the Company and shall be entitled to
all of the benefits of this Indenture equally and proportionately with all other Notes duly issued
hereunder.



Section 2.09. Outstanding Notes.



          (a) The Notes of a series outstanding at any time are all the Notes of such series
authenticated by the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note of such series effected by the
Trustee in accordance with the provisions hereof, and those described in this Section as not
outstanding. Except as set forth in Section 2.10, a Note does not cease to be outstanding because
the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a
Subsidiary thereof shall not be deemed to be outstanding for purposes of Section 3.07(b).



          (b) If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser
or protected purchaser.



          (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be
outstanding and interest on it ceases to accrue.



          (d) If the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate
of any of the foregoing) holds, on a redemption date or maturity date, money sufficient to pay
Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer
outstanding and shall cease to accrue interest.



Section 2.10. Treasury Notes.



          In determining whether the Holders of the required principal amount of Notes of a series have
concurred in any direction, waiver or consent, Notes owned by the Company, or by any Person
directly or indirectly controlling or controlled by or under direct or indirect common control with
the Company, shall be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in conclusively relying on any such direction,
waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned
shall be so disregarded.



Section 2.11. Temporary Notes.



          (a) Until certificates representing Notes are ready for delivery, the Company may prepare and
the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes.
Temporary Notes shall be substantially in the form of Definitive Notes but may have



45









 







variations that the Company consider appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate
definitive Notes in exchange for temporary Notes.



          (b) Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.



Section 2.12. Cancellation.



          The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and
Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and
shall dispose of canceled Notes in accordance with its customary procedures for the disposition of
canceled securities in effect as of the date of such disposition (subject to the record retention
requirement of the Exchange Act). Certification of the disposition of all canceled Notes shall be
delivered to the Company. The Company may not issue new Notes to replace Notes that they have paid
or that have been delivered to the Trustee for cancellation.



Section 2.13. Defaulted Interest.



          If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes and in Section 4.01. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date of the proposed
payment. The Company shall fix or cause to be fixed each such special record date and payment
date, provided that no such special record date shall be less than 10 days prior to the related
payment date for such defaulted interest. At least 15 days before the special record date, the
Company (or, upon the written request of the Company, the Trustee in the name and at the expense of
the Company) shall mail or cause to be mailed to Holders a notice that states the special record
date, the related payment date and the amount of such interest to be paid.



Section 2.14. CUSIP Numbers.



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




46










 







ARTICLE THREE

REDEMPTION AND OFFERS TO

PURCHASE



Section 3.01. Notices to Trustee.




          If the Company elects to redeem Notes of either or both series pursuant to the optional
redemption provisions of Section 3.07, they shall furnish to the Trustee, at least 30 days but not
more than 60 days before a redemption date, an Officers’ Certificate setting forth (i) the
clause of this Indenture pursuant to which the redemption shall occur, (ii) the redemption
date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price.


Section 3.02. Selection of Notes to Be Redeemed.




          (a) If less than all of the Notes of a series are to be redeemed at any time, the Trustee
shall select the Notes of such series to be redeemed among the Holders of the Notes of such series
in compliance with the requirements of the principal national securities exchange, if any, on which
the Notes of such series are listed or, if the Notes of such series are not so listed, on a pro
rata basis, by lot or in accordance with any other method the Trustee shall deem fair and
appropriate. In the case of Global Notes, the Notes to be redeemed shall be selected in accordance
with the Applicable Procedures. In the event of partial redemption by lot, the particular Notes of
the applicable series to be redeemed shall be selected, unless otherwise provided herein, not less
than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding
Notes of such series not previously called for redemption.




          (b) The Trustee shall promptly notify the Company in writing of the Notes selected for
redemption and, in the case of any Note selected for partial redemption, the principal amount at
maturity thereof to be redeemed. No Notes in amounts of $2,000 or less shall be redeemed in part.
Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000 in
excess of $2,000; except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be
redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to
Notes called for redemption also apply to portions of Notes called for redemption.



Section 3.03. Notice of Redemption.




          (a) At least 30 days but not more than 60 days before a redemption date, the Company shall
mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes
are to be redeemed at its registered address, except that redemption notices may be mailed more
than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of
the Notes or a satisfaction and discharge of this Indenture.




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




          (i) the redemption date;




          (ii) the redemption price;




47









 









     (iii) if any Note is being redeemed in part, the portion of the principal amount at
maturity of such Note to be redeemed and that, after the redemption date upon surrender of
such Note, a new Note or Notes in principal amount equal to the unredeemed
portion of the original Note shall be issued in the name of the Holder thereof upon
cancellation of the original Note;




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




     (v) that Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price and become due on the date fixed for redemption;




     (vi) that, unless the Company defaults in making such redemption payment, interest, if
any, on Notes called for redemption ceases to accrue on and after the redemption date;




     (vii) the paragraph of the Notes and/or Section of this Indenture pursuant to which the
Notes called for redemption are being redeemed;




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




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



          (b) 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 have delivered to the Trustee,
at least 45 days prior to the redemption date, 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. The notice, if mailed in the manner provided herein shall be presumed to have
been given, whether or not the Holder receives such notice.



Section 3.04. Effect of Notice of Redemption.




          Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for
redemption become irrevocably due and payable on the redemption date at the redemption price.
Interest, if any, on Notes called for redemption ceases to accrue on and after the redemption date,
unless the Company defaults in making the applicable redemption payment. A notice of redemption
may not be conditional.



Section 3.05. Deposit of Redemption Price.




          (a) Not later than 12:00 p.m. (noon) Eastern Time on the redemption date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of
and accrued and unpaid interest and Additional Interest, if any, on all Notes to be redeemed on
that date. The Trustee or the Paying Agent shall promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in
excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on,
all Notes to be redeemed.





48









 









          (b) If the Company complies with the provisions of the preceding paragraph, on and after the
redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for
redemption. If a Note is redeemed on or after an interest record date but on or prior to the
related interest payment date, then any accrued and unpaid interest shall be paid to the Person in
whose name such Note was registered at the close of business on such record date. If any Note
called for redemption shall not be so paid upon surrender for redemption because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal
from the redemption date until such principal is paid and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01.



Section 3.06. Notes Redeemed in Part.




          Upon surrender and cancellation of a Note of either series that is redeemed in part, the
Company shall issue and the Trustee shall authenticate for the Holder at the expense of the Company
a new Note of such series equal in principal amount to the unredeemed portion of the Note
surrendered. No Notes in denominations of $2,000 or less shall be redeemed in part.



Section 3.07. Optional Redemption.




          (a) The Company shall not have the option to redeem the 2016 Notes prior to August 1, 2011.
On or after August 1, 2011, the Company may redeem all or a part of the 2016 Notes 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 and Additional Interest, if any,
thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on
August of the years indicated below:




	 	 	 	 	 
	Year	 	Percentage	 
	2011
	 	 	104.313	%
	 
	 	 	 	 
	2012
	 	 	102.875	%
	 
	 	 	 	 
	2013
	 	 	101.438	%
	 
	 	 	 	 
	2014 and thereafter
	 	 	100.000	%






          (b) At any time prior to August 1, 2009, the Company may redeem up to 35% of the aggregate
principal amount of the 2013 Notes issued hereunder (including any Additional Notes of such series)
at a redemption price of 108.125% of the principal amount thereof, plus accrued and unpaid interest
and Additional Interest, if any, thereon to the redemption date, with
the net cash proceeds of one or more Equity Offerings; provided that (1) at least 65% of the
aggregate principal amount of the 2013 Notes issued under this Indenture (including any Additional
Notes of such series) remains outstanding immediately after the occurrence of such redemption
(excluding 2013 Notes held by the Company or its Subsidiaries); and (2) the redemption must occur
within 90 days of the date of the closing of such Equity Offering.





49









 








          (c) At any time, the Company may redeem all or part of the 2013 Notes upon not less than 30
nor more than 60 days’ prior notice at a redemption price equal to the sum of (i) 100% of the
principal amount thereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii)
accrued and unpaid interest and Additional Interest, if any, to the date of redemption.




          (d) Any redemption pursuant to this Section 3.07 shall be made in accordance with the
provisions of Sections 3.01 through 3.06.



Section 3.08. Repurchase Offers.




          In the event that, pursuant to Section 4.10 or Section 4.14, the Company shall be required to
commence an offer to all Holders to purchase all or a portion of their respective Notes (a
“Repurchase Offer”), they shall follow the procedures specified in such Sections and, to the extent
not inconsistent therewith, the procedures specified below.




          The Repurchase Offer shall remain open for a period of no less than 30 days and no more than
60 days following its commencement, except to the extent that a longer period is required by
applicable law (the “Offer Period”). No later than three Business Days after the termination of
the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes
required to be purchased pursuant to Section 4.10 or 4.14 hereof (the “Offer Amount”) or, if less
than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer.
Payment for any Notes so purchased shall be made in the same manner as interest payments are made.




          If the Purchase Date is on or after an interest record date and on or before the related
interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a
Note is registered at the close of business on such record date, and no additional interest shall
be payable to Holders who tender Notes pursuant to the Repurchase Offer.




          Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a
notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall
contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to
the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall
govern the terms of the Repurchase Offer, shall state:





     (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section
4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open;




     (ii) the Offer Amount, the purchase price and the Purchase Date;




     (iii) that any Note not tendered or accepted for payment shall continue to accrue
interest and Additional Interest, if any;




     (iv) that, unless the Company defaults in making such payment, any Note (or portion
thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrue
interest and Additional Interest, if any, after the Purchase Date;



50









 






     (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may
elect to have Notes purchased in minimum denominations of $2,000 and integral multiples of
$1,000 in excess of $2,000;




     (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer
shall be required to surrender the Note, with the form entitled “Option of Holder to Elect
Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the
Company, a depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice at least three days before the Purchase Date;




     (vii) that Holders shall be entitled to withdraw their election if the Company, the
Depositary or the Paying Agent, as the case may be, receives, not later than the expiration
of the Offer Period, a facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Note the Holder delivered for purchase and a statement
that such Holder is withdrawing his election to have such Note purchased;




     (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer
Amount, the Trustee shall, subject in the case of a Repurchase Offer made pursuant to
Section 4.10 to the provisions of Section 4.10, select the Notes to be purchased on a pro
rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only
Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall
be purchased); and




     (ix) that Holders whose Notes were purchased only in part shall be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered (or
transferred by book-entry transfer).



          On the Purchase Date, the Company shall, to the extent lawful, subject in the case of a
Repurchase Offer made pursuant to Section 4.10 to the provisions of Section 4.10, accept for
payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions
thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been
tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating
that such Notes (or portions thereof) were accepted for payment by the Company in accordance with
the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may
be, shall promptly (but in any case not later than three days after the Purchase Date) mail or
deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such
Holder, as the case may be, and accepted by the Company for purchase, and the Company shall
promptly issue a new Note. The Trustee, upon written request from the Company shall
authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to
any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed
or delivered by the Company to the respective Holder thereof. The Company shall publicly announce
the results of the Repurchase Offer on the Purchase Date.




          The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws or regulations are
applicable in connection with the repurchase of the Notes pursuant to a




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Repurchase Offer. To the
extent that the provisions of any securities laws or regulations conflict with Section 3.08, 4.10
or 4.14, the Company shall comply with the applicable securities laws and regulations and shall not
be deemed to have breached its obligations under Section 3.08, 4.10 or 4.14 by virtue of such
compliance.



Section 3.09. No Sinking Fund.




          The Company is not required to make mandatory redemption or sinking fund payments with respect
to the Notes.




ARTICLE FOUR

COVENANTS



Section 4.01. Payment of Notes.




          (a) The Company shall pay or cause to be paid the principal of, premium, if any, and interest
on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and
interest shall be considered paid on the date due if the Paying Agent, if other than the Company or
one of its Subsidiaries, holds as of 12:00 p.m. (noon) Eastern Time on the due date money deposited
by the Company in immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due. The Company shall pay all Additional Interest,
if any, in the same manner on the dates and in the amounts set forth in the Registration Rights
Agreement.




          (b) The Company shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then
applicable interest rate on the Notes to the extent lawful; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest, and Additional Interest (without regard to any applicable grace period) at the same rate
to the extent lawful.



Section 4.02. Maintenance of Office or Agency.




          (a) The Company shall maintain in the United States of America an office or agency (which may
be an office of the Trustee or Registrar or agent of the Trustee or Registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and demands to or upon
the Company in respect of the Notes and this Indenture may be served. The Company shall give
prompt 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 Corporate Trust Office of the Trustee.




          (b) The Company may also from time to time designate one or more other offices or agencies
where the Notes may be presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of their obligation to maintain an office or agency in the United
States of America for such purposes. The Company shall give prompt





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written notice to the Trustee
of any such designation or rescission and of any change in the location of any such other office or
agency.




          (c) The Company hereby designates the Corporate Trust Office of the Trustee as one such office
or agency of the Company in accordance with Section 2.04 of this Indenture.



Section 4.03. Reports.




          (a) The Company shall furnish to the Trustee and, upon request, to beneficial owners and
prospective investors a copy of all of the information and reports referred to in clauses (i) and
(ii) below within the time periods specified in the Commission’s rules and regulations:





     (i) all quarterly and annual financial information that would be required to be
contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were
required to file such Forms, including a “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and, with respect to the annual information only, a
report on the annual financial statements by the Company’s certified independent
accountants; and




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



          Whether or not required by the Commission, the Company shall comply with the periodic
reporting requirements of the Exchange Act and shall file the reports specified in Section
4.03(a)(i) and Section 4.03(a)(ii) with the Commission within the time periods specified above
unless the Commission shall not accept such a filing. The Company agrees that it shall not take
any action for the purpose of causing the Commission not to accept any such filings. If,
notwithstanding the foregoing, the Commission shall not accept the Company’s filings for any
reason, the Company shall post the reports referred to in the preceding paragraph on its website
within the time periods that would apply if the Company were required to file those reports
with the Commission.




          (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then
the quarterly and annual financial information required by this Section 4.03 shall include a
reasonably detailed presentation, either on the face of the financial statements or in the
footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results
of Operations,” of the financial condition and results of operations of the Company and its
Restricted Subsidiaries separate from the financial condition and results of operations of the
Company’s Unrestricted Subsidiaries.




          (c) The Company and the Guarantors, for so long as any Notes remain outstanding, shall furnish
to the Holders and to prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.




          (d) Delivery of such reports, information and documents to the Trustee pursuant to the
provisions of this Section 4.03 is for informational purposes only and the Trustee’s receipt of
such shall not constitute constructive notice of any information contained therein or







53









 







determinable
from information contained therein, including the Company’s compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).



Section 4.04. Compliance Certificate.




          (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the
TIA) shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’
Certificate stating that a review of the activities of the Company’s and its Subsidiaries during
the preceding fiscal year has been made under the supervision of the signing Officers with a view
to determining whether the Company and Guarantors have kept, observed, performed and fulfilled
their obligations under this Indenture, and further stating, as to each such Officer signing such
certificate, that to his or her knowledge, the Company and Guarantors have kept, observed,
performed and fulfilled their obligations under this Indenture and are not in default in the
performance or observance of any of the terms, provisions and conditions of this Indenture (or, if
a Default or Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company and the Guarantors are
taking or propose to take with respect thereto) and that to his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of the principal of or
interest, if any, on the Notes of either series is prohibited or if such event has occurred, a
description of the event and what action the Company and the Guarantors are taking or propose to
take with respect thereto.




          (b) So long as not contrary to the then current recommendations of the American Institute of
Certified Public Accountants or the Public Company Accounting Oversight Board, the year-end
financial statements delivered pursuant to Section 4.03(a)(i) above shall be accompanied by a
written statement of the Company’s independent public accountants (which
shall be a firm of established national reputation) that in making the examination necessary
for certification of such financial statements, nothing has come to their attention that would lead
them to believe that the Company or the Guarantors have failed to comply with the provisions of
Article Four or Article Five hereof in so far as they relate to financial or accounting matters or,
if an event of noncompliance has come to their attention, specifying the nature and period of
existence thereof, it being understood that such accountants shall not be liable directly or
indirectly to any Person for any failure to obtain knowledge of any such violation.




          (c) The Company shall, so long as any of the Notes of either series are outstanding, deliver
to the Trustee, within 30 days after any Officer becomes aware of any Default or Event of Default
with respect to such series, an Officers’ Certificate specifying such Default or Event of Default
and what action the Company and the Guarantors are taking or propose to take with respect thereto.



Section 4.05. Taxes.




          The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency,
any taxes, assessments, and governmental levies except such as are contested in good faith and by
appropriate proceedings or where the failure to effect such payment is not adverse in any material
respect to the Holders of the Notes.





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Section 4.06. Stay, Extension and Usury Laws.




          Each of the Company and Guarantors covenant (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture; and each of the Company
and Guarantors (to the extent that it may lawfully do so) hereby expressly waive all benefit or
advantage of any such law, and covenants that it shall not, by resort to any such law, hinder,
delay or impede the execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law has been enacted.



Section 4.07. Restricted Payments.




          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly:





     (i) declare or pay (without duplication) any dividend or make any other payment or
distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity
Interests (including, without limitation, any payment in connection with any merger or
consolidation involving the Company or any of its Restricted
Subsidiaries) or to the direct or indirect holders of the Company’s or any of its
Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends,
payments or distributions (x) payable in Equity Interests (other than Disqualified Stock) of
the Company or (y) to the Company or a Restricted Subsidiary of the Company);




     (ii) purchase, redeem or otherwise acquire or retire for value (including, without
limitation, in connection with any merger or consolidation involving the Company or any of
its Restricted Subsidiaries) any Equity Interests of the Company or any Restricted
Subsidiary thereof held by Persons other than the Company or any of its Restricted
Subsidiaries;




     (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value Subordinated Debt, except (a) a payment of interest or principal
at the Stated Maturity thereof or (b) the purchase, repurchase or other acquisition of any
such Indebtedness in anticipation of satisfying a sinking fund obligation, principal
installment or final maturity, in each case due within one year of the date of such
purchase, repurchase or other acquisition; or




     (iv) make any Restricted Investment


(all such payments and other actions set forth in Section 4.07(a)(i) through (iv) above being
collectively referred to as “Restricted Payments”),



unless, at the time of and after giving effect to such Restricted Payment:





     (A) no Default or Event of Default shall have occurred and be continuing or
would occur as a consequence thereof;



55









 






     (B) the Company would, after giving pro forma effect to such Restricted Payment
as if such Restricted Payment had been made at the beginning of the applicable
four-quarter period, have been permitted to Incur at least $1.00 of additional
Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section
4.09(a); and




     (C) such Restricted Payment, together with the aggregate amount of all other
Restricted Payments made by the Company and its Restricted Subsidiaries on or after
the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4),
(5), (6), (8), (9) (only in connection with any calculation made for purposes of
making a Restricted Payment on or prior to the first anniversary of the Issue Date;
any payments made under such clause (9), even prior to such first anniversary, will
be included as Restricted Payments for purposes of making any calculation after such
first anniversary), (10) and (11) of Section 4.07(b)), is less than the sum, without
duplication, of:




     (1) an amount equal to the Company’s Consolidated Cash Flow for the
period (taken as one accounting period) from the beginning of the first
fiscal quarter commencing after the Issue Date to the end of the Company’s
most recently ended fiscal quarter for which internal financial
statements are available (the “Basket Period”) less 1.4 times the
Company’s Fixed Charges for the Basket Period, plus




     (2) 100% of the aggregate net cash proceeds received by the Company
after the Issue Date as a contribution to its common equity capital or from
the issue or sale of Equity Interests (other than Disqualified Stock) of the
Company or from the Incurrence of Indebtedness (including the issuance of
Disqualified Stock) of the Company or any of its Restricted Subsidiaries
that has been converted into or exchanged for such Equity Interests (other
than Equity Interests sold to, or Indebtedness held by, a Subsidiary of the
Company and except to the extent converted into or exchanged for
Disqualified Stock), plus




     (3) with respect to Restricted Investments made by the Company and its
Restricted Subsidiaries after the Issue Date pursuant to this Section
4.07(a), (i) the aggregate amount of cash equal to the return from such
Restricted Investments in any Person resulting from repayments of loans or
advances, or other transfers of assets, in each case to the Company or any
Restricted Subsidiary or from the net proceeds received in cash from the
sale of any such Restricted Investment (except, in each case, to the extent
any such payment or proceeds are included in the calculation of Consolidated
Net Income) or (ii) in the case of redesignations of Unrestricted
Subsidiaries as Restricted Subsidiaries, the Fair Market Value of the
Restricted Investments therein at the time of such redesignation.



56









 





          (b) Section 4.07(a) shall not prohibit, so long as, in the case of Section 4.07(b)(5), (7) and
(8), no Default has occurred and is continuing or would be caused thereby:





     (1) the payment of any dividend within 60 days after the date of declaration thereof,
if at said date of declaration such payment would have complied with the provisions of this
Indenture;




     (2) the payment of any dividend or other distribution by a Restricted Subsidiary of the
Company to the holders of its Equity Interests on a pro rata basis;




     (3) the making of any Restricted Payment in exchange for, or out of the net cash
proceeds of a contribution to the common equity of the Company or a substantially concurrent
sale (other than to a Subsidiary of the Company) of, Equity Interests (other than
Disqualified Stock) of the Company; provided that the amount of any such net cash proceeds
that are utilized for any such Restricted Payment shall be excluded from Section
4.07(a)(C)(2);




     (4) the defeasance, redemption, repurchase or other acquisition of Indebtedness
subordinated to the Notes or the Note Guarantees with the net cash proceeds from an
Incurrence of Permitted Refinancing Indebtedness;




     (5) the declaration and payment of dividends or distributions to holders of any class
or series of Disqualified Stock of the Company or any Preferred Stock of its Restricted
Subsidiaries issued or incurred in accordance with Section 4.09;




     (6) the repurchase of Equity Interests deemed to occur upon the exercise of options or
warrants to the extent that such Equity Interests represent all or a portion of the exercise
price thereof;




     (7) the repurchase of Equity Interests of the Company constituting fractional shares in
an aggregate amount since the Issue Date not to exceed $300,000;




     (8) the repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Company or any of its Restricted Subsidiaries held by any current or
former employee, consultant or director of the Company or any of its Restricted Subsidiaries
pursuant to the terms of any employee equity subscription agreement, stock option agreement
or similar agreement; provided that the aggregate price paid for all such repurchased,
redeemed, acquired or retired Equity Interests in any fiscal year shall not exceed the sum
of: (i) $20.0 million, with unused amounts pursuant to this subclause (i) being carried
over to succeeding fiscal years; plus (ii) the aggregate net cash proceeds received by the
Company since the Issue Date as a contribution to its common equity capital or from the
issue or sale of Equity Interests (other than Disqualified Stock) of the Company to any
current or former employee, consultant or director of the Company or any of its Restricted
Subsidiaries; provided that the amount of any such net cash proceeds that are used to permit
a repurchase, redemption or other acquisition under this subclause (ii) shall be excluded
from Section 4.07(a)(C)(2);



57









 






     (9) dividends paid by the Company on its Common Stock in an amount not to exceed $237.5
million in the aggregate for the first two quarterly dividend payments immediately following
the Issue Date and any dividend declared by Valor, prior to the Issue Date and paid
thereafter;




     (10) the repurchase of any Subordinated Debt at a purchase price not greater than 101%
of the principal amount thereof in the event of (x) a change of control pursuant to a
provision no more favorable to the holders thereof than Section 4.14 hereof or (y) an Asset
Sale pursuant to a provision no more favorable to the holders thereof than Section 4.10
hereof, provided that, in each case, prior to the repurchase, the Company has made a Change
of Control Offer or Asset Sale Offer, as the case may be, and repurchased all Notes issued
under the Indenture that were validly tendered for payment in connection therewith;




     (11) Restricted Payments made on the Issue Date as part of the Transactions, as
described in the Offering Memorandum under “Description of the Transactions”; and




     (12) other Restricted Payments in an aggregate amount not to exceed $50.0 million.



          (c) The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on
the date of the Restricted Payment of the asset(s) or securities proposed to be
transferred or issued to or by the Company or such Subsidiary, as the case may be, pursuant to
the Restricted Payment. Not later than the date of making any Restricted Payment, the Company shall
deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted
and setting forth the basis upon which the calculations required by this Section 4.07 were
computed, together with a copy of any opinion or appraisal required by this Indenture.



Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.




          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, create or permit to exist or become effective any consensual encumbrance or
restriction on the ability of any Restricted Subsidiary to:





     (i) pay dividends or make any other distributions on its Capital Stock (or with respect
to any other interest or participation in, or measured by, its profits) to the Company or
any of its Restricted Subsidiaries or pay any liabilities owed to the Company or any of its
Restricted Subsidiaries;




     (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or




     (iii) transfer any of its properties or assets to the Company or any of its Restricted
Subsidiaries.



          (b) However, the preceding restrictions shall not apply to encumbrances or restrictions:




58









 









     (i) existing under, by reason of or with respect to the Credit Agreement, Existing
Indebtedness or any other agreements in effect on the Issue Date and any amendments,
modifications, restatements, renewals, extensions, supplements, refundings, replacements or
refinancings thereof, provided that the encumbrances and restrictions in any such
amendments, modifications, restatements, renewals, extensions, supplements, refundings,
replacement or refinancings are, in the good faith judgment of the Company’s Board of
Directors, no more restrictive, taken as a whole, than those contained in the Credit
Agreement, Existing Indebtedness or such other agreements, as the case may be, as in effect
on the Issue Date;




     (ii) set forth in this Indenture, the Notes and the Note Guarantees;




     (iii) existing under, by reason of or with respect to applicable law, rule regulation
or order;




     (iv) with respect to any Person or the property or assets of a Person acquired by the
Company or any of its Restricted Subsidiaries existing at the time of such acquisition and
not incurred in connection with or in contemplation of such acquisition, which encumbrance
or restriction is not applicable to any Person or the properties or assets of any Person,
other than the Person, or the property or assets of the Person, so
acquired and any amendments, modifications, restatements, renewals, extensions,
supplements, refundings, replacements or refinancings thereof, provided that the
encumbrances and restrictions in any such amendments, modifications, restatements, renewals,
extensions, supplements, refundings, replacement or refinancings are no more restrictive,
taken as a whole, than those in effect on the date of the acquisition;




     (v) in the case of Section 4.08(a)(iii):




     (1) that restrict in a customary manner the subletting, assignment or transfer of any
property or asset that is a lease, license, conveyance or contract or similar property or
asset,




     (2) existing by virtue of any transfer of, agreement to transfer, option or right with
respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary
thereof not otherwise prohibited by this Indenture,




     (3) purchase money obligations for property acquired in the ordinary course of business
that impose restrictions on the property so acquired, or




     (4) arising or agreed to in the ordinary course of business, not relating to any
Indebtedness, and that do not, individually or in the aggregate, detract from the value of
property or assets of the Company or any Restricted Subsidiary thereof in any manner
material to the Company or any Restricted Subsidiary thereof;




     (vi) existing under, by reason of or with respect to any agreement for the sale or
other disposition of all or substantially all of the Capital Stock of, or property and
assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary
pending such sale or other disposition;



59









 






     (vii) on cash or other deposits or net worth imposed by customers or required by
insurance, surety or bonding companies, in each case, under contracts entered into in the
ordinary course of business;




     (viii) existing under, by reason of or with respect to Permitted Refinancing
Indebtedness; provided that the restrictions contained in the agreements governing such
Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those
contained in the agreements governing the Indebtedness being refinanced;




     (ix) existing under, by reason of or with respect to provisions with respect to the
disposition or distribution of assets or property, in each case contained in joint venture
agreements, limited liability company agreements and other similar agreements and which the
Company’s Board of Directors determines shall not adversely affect the Company’s ability to
make payments of principal or interest payments on the Notes; and




     (x) existing under, by reason of or with respect to Indebtedness of any Guarantor;
provided that the Company’s Board of Directors determines in good faith at the time such
encumbrances or restrictions are created that they do not adversely affect the Company’s
ability to make payments of principal or interest payments on the Notes.


Section 4.09. Incurrence of Indebtedness.




          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, Incur any Indebtedness; provided, however, that the Company or any of its
Restricted Subsidiaries that are Guarantors may Incur Indebtedness, if the Company’s Consolidated
Leverage Ratio at the time of the Incurrence of such additional Indebtedness, and after giving
effect thereto, is less than 4.50 to 1.




          (b) Section 4.09(a) shall not prohibit the Incurrence of any of the following items of
Indebtedness (collectively, “Permitted Debt”):





     (i) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
under Credit Facilities in an aggregate principal amount at any one time outstanding
pursuant to this clause (i) not to exceed $3.3 billion, less (x) the aggregate principal
amount of Valor Notes outstanding at such time and (y) the aggregate amount of all Net
Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary thereof to
permanently repay any such Indebtedness pursuant to Section 4.10;




     (ii) the Incurrence of Existing Indebtedness;




     (iii) the Incurrence by the Company of Indebtedness represented by the Notes to be
issued on the Issue Date and the Guarantees of Notes (including Additional Notes) by the
Guarantors;




     (iv) the Incurrence by the Company or any Restricted Subsidiary thereof of Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money obligations,
in each case, Incurred for the purpose of financing all or any part of the purchase price or
cost of construction or improvement of property (real or personal),



60









 







plant or equipment used
in the business of the Company or such Restricted Subsidiary (whether through the direct
acquisition of such assets or the acquisition of Equity Interests of any Person owning such
assets), in an aggregate principal amount at any time outstanding, including all Permitted
Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred
pursuant to this clause (iv), not to exceed the greater of (x) 3.0% of Total Assets and (y)
$250.0 million;




     (v) the Incurrence by the Company or any Restricted Subsidiary thereof of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund,
refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted
by this Indenture to be Incurred under Section 4.09(a) or clauses (ii), (iii), (iv), (v),
(xiv) or (xv) of this Section 4.09(b);




     (vi) the Incurrence by the Company or any of its Restricted Subsidiaries of
intercompany Indebtedness owing to and held by the Company or any of its Restricted
Subsidiaries; provided, however, that (A) any subsequent issuance or transfer of Equity
Interests that results in any such Indebtedness being held by a Person other than the
Company or a Restricted Subsidiary thereof and (B) any sale or other transfer of any such
Indebtedness to a Person that is not either the Company or a Restricted Subsidiary
thereof, shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by
the Company or such Restricted Subsidiary, as the case may be, that was not permitted by
this Section 4.09(b)(vi);




     (vii) the Guarantee by the Company or any of its Restricted Subsidiaries of
Indebtedness of the Company or a Restricted Subsidiary thereof that was permitted to be
Incurred by another provision of this Section 4.09;




     (viii) the Incurrence by the Company or any of its Restricted Subsidiaries of Hedging
Obligations that are Incurred for the purpose of fixing, hedging or swapping interest rate,
commodity price or foreign currency exchange rate risk (or to reverse or amend any such
agreements previously made for such purposes), and not for speculative purposes;




     (ix) the Incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness arising from agreements providing for indemnification, adjustment of purchase
price or similar obligations, or Guarantees or letters of credit, surety bonds or
performance bonds securing any obligations of the Company or any of its Restricted
Subsidiaries pursuant to such agreements, in any case Incurred in connection with the
disposition of any business, assets or Restricted Subsidiary (other than Guarantees of
Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or
Restricted Subsidiary for the purpose of financing such acquisition), so long as the
principal amount does not exceed the gross proceeds actually received by the Company or any
Restricted Subsidiary thereof in connection with such disposition;




     (x) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or
similar instrument drawn against insufficient funds in the ordinary course of



61









 







business,
provided, however, that such Indebtedness is extinguished within five Business Days of its
Incurrence;




     (xi) the Incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness constituting reimbursement obligations with respect to letters of credit in
respect of workers’ compensation claims or self-insurance obligations or bid, performance,
appeal or surety bonds (in each case other than for an obligation for borrowed money);




     (xii) the Incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness constituting reimbursement obligations with respect to letters of credit issued
in the ordinary course of business; provided that, upon the drawing of such letters of
credit or the Incurrence of such Indebtedness, such obligations are reimbursed within 30
days following such drawing or Incurrence;




     (xiii) the Incurrence by the Company or any Guarantor of Indebtedness to the extent
that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge
the Notes of both series;




     (xiv) the Incurrence of Acquired Debt, provided that after giving effect to the
Incurrence thereof, the Company could Incur at least $1.00 of Indebtedness under the
Consolidated Leverage Ratio set forth in Section 4.09(a) hereof; and




     (xv) the Incurrence by the Company or any of its Restricted Subsidiaries of additional
Indebtedness in an aggregate principal amount at any time outstanding, including all
Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness
Incurred pursuant to this Section 4.09(b)(xv), not to exceed $250.0 million.



          For purposes of determining compliance with this Section 4.09, in the event that any proposed
Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in
Section 4.09(b)(i) through (xv) above, or is entitled to be Incurred pursuant to Section 4.09(a),
the Company shall be permitted to classify such item of Indebtedness at the time of its Incurrence
in any manner that complies with this Section 4.09; provided that any refinancing (a “Credit
Facility Refinancing”) of amounts Incurred in reliance on the exception provided by Section
4.09(b)(i) shall be deemed to have been Incurred in reliance on such Section 4.09(b)(i).
Indebtedness under the Credit Agreement outstanding on the Issue Date or Incurred to refinance the
Valor Notes shall be deemed to have been Incurred on such date in reliance on the exception
provided by Section 4.09(b)(i). Additionally, all or any portion of any item of Indebtedness (other
than Indebtedness under the Credit Agreement Incurred on the Issue Date or Incurred to refinance
the Valor Notes and Credit Facility Refinancings, which at all times shall be deemed to have been
Incurred under Section 4.09(b)(i) above) may later be reclassified as having been Incurred pursuant
to Section 4.09(a) or under any one of the categories of Permitted Debt described in Section
4.09(b)(i) through (xv) so long as such Indebtedness is permitted to be Incurred pursuant to such
provision at the time of reclassification.




62









 








          (c) Notwithstanding any other provision of Section 4.09, the maximum amount of Indebtedness
that may be Incurred pursuant to Section 4.09 shall not be deemed to be exceeded with respect to
any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of
currencies.




          (d) The Company shall not Incur any Indebtedness that is contractually subordinate in right of
payment to any other Indebtedness of the Company unless it is contractually subordinate in right of
payment to the Notes to the same extent. No Guarantor shall Incur any Indebtedness that is
contractually subordinate in right of payment to any other Indebtedness of such Guarantor unless it
is contractually subordinate in right of payment to such Guarantor’s Note Guarantee to the same
extent. For purposes of the foregoing, no Indebtedness shall be deemed to be contractually
subordinated in right of payment to any other Indebtedness of the Company or any Guarantor, as
applicable, solely by reason of any Liens or Guarantees arising or created in respect thereof or by
virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor
agreements giving one or more of such holders priority over the other holders in the collateral
held by them.



Section 4.10. Asset Sales.




          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale unless:





     (i) the Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of such Asset Sale at least equal to the Fair Market Value of the
assets or Equity Interests issued or sold or otherwise disposed of; and




     (ii) at least 75% of the consideration therefor received by the Company or such
Restricted Subsidiary is in the form of cash, Cash Equivalents or Replacement Assets or a
combination of both. For purposes of this Section 4.10(a)(ii), each of the following shall
be deemed to be cash:




     (A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s
most recent balance sheet) of the Company or any Restricted Subsidiary (other than
contingent liabilities, Indebtedness that is by its terms subordinated to the Notes
or any Note Guarantee and liabilities to the extent owed to the Company or any
Subsidiary of the Company) that are assumed by the transferee of any such assets or
Equity Interests pursuant to a written assignment and assumption agreement that
releases the Company or such Restricted Subsidiary from further liability therefor;




     (B) any securities, notes or other obligations received by the Company or any
such Restricted Subsidiary from such transferee that are converted by the Company or
such Restricted Subsidiary into Cash Equivalents or Replacement Assets within 180
days of the receipt thereof (to the extent of the Cash Equivalents or Replacement
Assets received in that conversion);




     (C) any Designated Noncash Consideration received by the Company or any of its
Restricted Subsidiaries in such Asset Sale having an aggregate Fair



63









 







Market Value,
taken together with all other Designated Noncash Consideration received pursuant to
this clause (C) that is at that time outstanding, not to exceed the greater of (x)
1.5% of Total Assets or (y) $100.0 million (with the Fair Market Value of each item
of Designated Noncash Consideration being measured at the time received and without
giving effect to subsequent changes in value).



          (b) Within 365 days after the receipt by the Company or any of its Restricted Subsidiaries of
any Net Proceeds from an Asset Sale, the Company or such Restricted Subsidiary may apply such Net
Proceeds at its option:





     (i) to repay (x) Indebtedness secured by assets of the Company or its Restricted
Subsidiaries (to the extent of the value of the assets securing such Indebtedness), (y)
Obligations under the Credit Agreement or (z) Indebtedness of a Restricted Subsidiary of the
Company that is not a Guarantor (to the extent of the value of the assets of such Restricted
Subsidiary); or




     (ii) to purchase Replacement Assets.


Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary
may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any
manner that is not prohibited by this Indenture.




          (c) On the 366th day after an Asset Sale or such earlier date, if any, as the Company
determines not to apply the Net Proceeds relating to such Asset Sale as set forth in Section
4.10(b) (each such date being referred as an “Excess Proceeds Trigger Date”), such aggregate amount
of Net Proceeds that has not been applied on or before the Excess Proceeds Trigger Date as
permitted pursuant to Section 4.10(b) (“Excess Proceeds”) shall be applied by the Company to make
an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that
is pari passu with the Notes or any Note Guarantee containing provisions similar to those set forth
in this Indenture with respect to offers to purchase with the proceeds of sales of assets, to
purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be
purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to
100% of the principal amount of the Notes and such other pari passu Indebtedness plus accrued and
unpaid interest and Additional Interest, if any, to the date of purchase, and shall be payable in
cash.




          (d) The Company may defer the Asset Sale Offer until there are aggregate unutilized Excess
Proceeds equal to or in excess of $30.0 million resulting from one or more Asset Sales, at which
time the entire unutilized amount of Excess Proceeds (not only the amount in excess of $30.0
million) shall be applied as provided in Section 4.10(c). If any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Company and its Restricted Subsidiaries may use such
Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate
principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale
Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness shall
be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu
Indebtedness tendered. Upon completion of each




64









 







Asset Sale Offer, the Excess Proceeds subject to
such Asset Sale shall no longer be deemed to be Excess Proceeds.




          (e) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and
any other securities laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the
extent that the provisions of any securities laws or regulations conflict with the Asset Sales
provisions of this Indenture, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached their obligations under the Asset Sale
provisions of this Indenture by virtue of such compliance.



Section 4.11. Transactions with Affiliates.




          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make
any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets
to, or purchase any property or assets from, or enter into, make, amend, renew or extend
any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for
the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:





     (i) such Affiliate Transaction is on terms that are no less favorable to the Company or
the relevant Restricted Subsidiary than those that would have been obtained in a comparable
arm’s-length transaction by the Company or such Restricted Subsidiary with a Person that is
not an Affiliate of the Company or any of its Restricted Subsidiaries; and




     (ii) the Company delivers to the Trustee:




     (1) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $25.0 million, a Board
Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction
or series of related Affiliate Transactions complies with this Section 4.11 and that such
Affiliate Transaction or series of related Affiliate Transactions has been approved by a
majority of the disinterested members of the Board of Directors of the Company (if any); and




     (2) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $100.0 million, an opinion as to
the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction or
series of related Affiliate Transactions from a financial point of view issued by an
independent accounting, appraisal or investment banking firm of national standing.



          (b) The following items shall not be deemed to be Affiliate Transactions and, therefore, shall
not be subject to the provisions of Section 4.11(a):





     (i) transactions between or among the Company and/or its Restricted Subsidiaries or any
Person that shall become a Restricted Subsidiary as part of any such transactions (but
excluding any such transaction to the extent that any payments



65









 







thereunder made by the
Company or any of its Restricted Subsidiaries to such Person are substantially concurrently
paid by such Person to any other Affiliate of the Company, except to the extent that any
such transaction would not be prohibited by this Section 4.11);




     (ii) payment of reasonable and customary fees to, and reasonable and customary
indemnification and similar payments on behalf of, directors of the Company;




     (iii) Permitted Investments and Restricted Payments that are permitted by the
provisions of Section 4.07;




     (iv) any sale of Equity Interests (other than Disqualified Stock) of the Company;




     (v) transactions pursuant to agreements or arrangements in effect on the Issue Date, or
any amendment, modification, or supplement thereto or replacement thereof, as
long as such agreement or arrangement, as so amended, modified, supplemented or
replaced, taken as a whole, is not more disadvantageous to the Company and its Restricted
Subsidiaries than the original agreement or arrangement in existence on the Issue Date;




     (vi) any employment, consulting, service or termination agreement, or reasonable and
customary indemnification arrangements, entered into by the Company or any of its Restricted
Subsidiaries with officers and employees of the Company or any of its Restricted
Subsidiaries and the payment of compensation to officers and employees of the Company or any
of its Restricted Subsidiaries (including amounts paid pursuant to employee benefit plans,
employee stock option or similar plans), so long as such agreement or payment has been
approved by a majority of the disinterested members of the Board of Directors of the
Company;




     (vii) payments or loans to employees or consultants in the ordinary course of business
which are approved by a majority of the disinterested members of the Board of Directors of
the Company in good faith;




     (viii) transactions with a Person that is an Affiliate of the Company solely because
the Company, directly or indirectly, owns Equity Interests in, or controls, such Person; and




     (ix) transactions with customers, clients, suppliers or purchasers or sellers of goods
or services, in each case in the ordinary course of business and otherwise in compliance
with the terms of this Indenture, which are fair to the Company and its Restricted
Subsidiaries in the determination of a majority of the disinterested members of the Board of
Directors or the senior management of the Company, or are on terms at least as favorable as
might reasonably have been obtained at such time from an unaffiliated party.



66









 




Section 4.12. Liens.




          The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create,
incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind
securing Indebtedness (other than Permitted Liens) upon any of their property or assets, now owned
or hereafter acquired, unless all payments due under this Indenture and the Notes are secured on an
equal and ratable basis with the obligations so secured (or, in the case of Indebtedness
subordinated to the Notes or the related Note Guarantees, prior or senior thereto, with the same
relative priority as the Notes shall have with respect to such subordinated Indebtedness) until
such time as such obligations are no longer secured by a Lien.



Section 4.13. Business Activities.




          The Company shall not, and shall not permit any Restricted Subsidiary thereof to, engage in
any business other than Permitted Businesses, except to such extent as would not be material to the
Company and its Restricted Subsidiaries taken as a whole.



Section 4.14. Offer to Repurchase upon a Change of Control.




          (a) If a Change of Control occurs, each Holder of Notes shall have the right to require the
Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess
of $2,000) of that Holder’s Notes pursuant to an offer by the Company (a “Change of Control Offer”)
at an offer price (a “Change of Control Payment”) in cash equal to not less than 101% of the
aggregate principal amount of the Notes repurchased plus accrued and unpaid interest and Additional
Interest, if any, thereon, to the date of repurchase (the “Change of Control Payment Date”).
Within 30 days following any Change of Control (unless the Company has exercised its right to
redeem the Notes pursuant to Section 3.07 hereof), the Company shall mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control and offering to
repurchase Notes on the Change of Control Payment Date specified in such notice, which date shall
be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant
to the procedures described in Section 3.08 (including the notice required thereby). The Company
shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent such laws and regulations are applicable in
connection with the repurchase of the Notes as a result of a Change of Control. To the extent that
the provisions of any securities laws or regulations conflict with the Change of Control provisions
of this Indenture, the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached their obligations under the Change of Control provisions of
this Indenture by virtue of such compliance.




          (b) On the Change of Control Payment Date, the Company shall, to the extent lawful:





     (i) accept for payment all Notes or portions thereof properly tendered pursuant to the
Change of Control Offer;




     (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions thereof so tendered; and




67










 









     (iii) deliver or cause to be delivered to the Trustee the Notes so accepted
together with an Officers’ Certificate stating the aggregate principal amount of Notes of
each series or portions thereof being purchased by the Company.



          (c) The Paying Agent shall promptly mail or wire transfer to each Holder of Notes so tendered
the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail
(or cause to be transferred by book entry) to each Holder a new Note of the same series equal in
principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each
such new Note shall be in a principal amount of $2,000 or an integral multiple $1,000 in excess of
$2,000.




          (d) The Company shall publicly announce the results of the Change of Control Offer on or as
soon as practicable after the Change of Control Payment Date.




          (e) Notwithstanding anything to the contrary in this Section 4.14, the Company shall not be
required to make a Change of Control Offer upon a Change of Control if a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 4.14 and all other provisions of this Indenture applicable
to a Change of Control Offer made by the Company and purchases all Notes tendered and not withdrawn
under such Change of Control Offer.




Section 4.15. [INTENTIONALLY LEFT BLANK].




Section 4.16. Designation of Restricted and Unrestricted Subsidiaries.




          (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the
Company to be an Unrestricted Subsidiary; provided that:





     (i) any Guarantee by the Company or any Restricted Subsidiary thereof of any
Indebtedness of the Subsidiary being so designated shall be deemed to be an Incurrence of
Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the
time of such designation, and such Incurrence of Indebtedness would be permitted under
Section 4.09;




     (ii) the aggregate Fair Market Value of all outstanding Investments owned by the
Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any
Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness of such
Subsidiary) shall be deemed to be a Restricted Investment made as of the time of such
designation and that such Investment would be permitted under Section 4.07;




     (iii) the Subsidiary being so designated:




     (1) is not party to any agreement, contract, arrangement or understanding with the
Company or any Restricted Subsidiary thereof unless either (A) such agreement, contract,
arrangement or understanding is with customers, clients, suppliers or purchasers or sellers



68









 






of goods or services, in each case in the ordinary course of business and otherwise in
compliance with the terms of this Indenture, which are fair to the Company and its
Restricted Subsidiaries in the determination of a majority of the disinterested members of
the Board of Directors or the senior management of the Company, or (B) the terms of any such
agreement, contract, arrangement or understanding are no less favorable to the Company or
such Restricted Subsidiary than those that might be obtained at the time from Persons who
are not Affiliates of the Company;




     (2) is a Person with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (A) to subscribe for additional Equity
Interests or (B) to maintain or preserve such Person’s financial condition or to cause such
Person to achieve any specified levels of operating results; and




     (3) has not Guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of the Company or any of its Restricted Subsidiaries, except (A) to the
extent such Guarantee or credit support would be released upon such designation or (B) a
pledge of the Equity Interests of the Unrestricted Subsidiary that is the obligor
thereunder; and




     (iv) no Default or Event of Default would be in existence following such designation.



          (b) Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary
shall be evidenced to the Trustee by filing with the Trustee the Board Resolution giving effect to
such designation and an Officers’ Certificate certifying that such designation complied with the
preceding conditions and was permitted by this Indenture. If, at any time, any Unrestricted
Subsidiary would fail to meet any of the preceding requirements described in Section 4.16(a)(iii),
it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness, Investments, or Liens on the property, of such Subsidiary shall be deemed to be
Incurred or made by a Restricted Subsidiary of the Company as of such date and, if such
Indebtedness, Investments or Liens are not permitted to be Incurred or made as of such date under
this Indenture, the Company shall be in default under this Indenture.




          (c) The Board of Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that:





     (i) such designation shall be deemed to be an Incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness (including any
Non-Recourse Debt) of such Unrestricted Subsidiary and such designation shall only be
permitted if such Indebtedness is permitted under Section 4.09;




     (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed
to be made as of the time of such designation and such designation shall only be permitted
if such Investments would be permitted under Section 4.07;




     (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the
time of such designation would be permitted under Section 4.12; and



69









 






     (iv) no Default or Event of Default would be in existence following such designation.



Section 4.17. Payments for Consent.




          The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes
for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of
this Indenture or the Notes unless such consideration is offered to be paid and is paid to all
Holders of the Notes of the affected series that consent, waive or agree to amend in the time frame
set forth in the solicitation documents relating to such consent, waiver or agreement.




Section 4.18. Guarantees.




          The Company shall not permit any of its Restricted Subsidiaries (other than any Insignificant
Subsidiary), directly or indirectly, to Guarantee or pledge any assets to secure the payment of any
other Indebtedness of the Company or any Domestic Restricted Subsidiary unless such Restricted
Subsidiary is a Guarantor or simultaneously executes and delivers to the Trustee an Opinion of
Counsel and a supplemental indenture, substantially in the form of Exhibit E-1 hereto,
providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which
Guarantee shall be senior to or pari passu with such Subsidiary’s Guarantee of such other
Indebtedness.




Section 4.19. Sale and Leaseback Transactions.




          The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into
any Sale and Leaseback Transaction; provided that the Company or any Restricted Subsidiary thereof
may enter into a Sale and Leaseback Transaction if:





     (i) the Company or such Restricted Subsidiary, as applicable, could have (A) Incurred
Indebtedness in an amount equal to the Attributable Debt relating to such Sale and Leaseback
Transaction pursuant to Section 4.09 and (B) incurred a Lien to secure such Indebtedness
pursuant to Section 4.12 in which case such Indebtedness and Lien shall be deemed to have
been so Incurred;




     (ii) the gross cash proceeds of that Sale and Leaseback Transaction are at least equal
to the Fair Market Value of the property that is the subject of that Sale and Leaseback
Transaction; and




     (iii) the transfer of assets in that Sale and Leaseback Transaction is permitted by,
and the Company applies the proceeds of such transaction in compliance with, Section 4.10.



70









 





Section 4.20. [INTENTIONALLY LEFT BLANK].



Section 4.21. Termination of Applicability of Certain Covenants if Notes Rated Investment
Grade.




          Notwithstanding the foregoing, the Company’s and its Restricted Subsidiaries’ obligations to
comply with this Article Four (except for Sections 4.01, 4.02, 4.03, 4.04, 4.05, 4.06, 4.12, 4.14,
4.18 and 4.19) and Section 5.01(a)(iii) will terminate with respect to the Notes of a series and
cease to have any further effect from and after the first date when the Notes of such series are
rated Investment Grade.




ARTICLE FIVE

SUCCESSORS




Section 5.01. Merger, Consolidation or Sale of Assets.




          (a) The Company shall not, directly or indirectly: (1) consolidate or merge with or into
another Person (whether or not the Company is the surviving corporation) or (2) sell, assign,
transfer, convey or otherwise dispose of all or substantially all of the properties and assets of
the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person, unless:





     (i) either: (1) the Company is the surviving corporation; or (2) the Person formed by
or surviving any such consolidation or merger (if other than the Company) or to which such
sale, assignment, transfer, conveyance or other disposition shall have been made (A) is a
corporation or limited liability company organized or existing under the laws of the United
States, any state thereof or the District of Columbia (provided that, if the Person formed
by or surviving such consolidation or merger, or the transferee of such properties or
assets, is a limited liability company, then there shall be a Restricted Subsidiary of such
Person which shall be a corporation organized in the jurisdictions permitted by this Section
5.01(a)(i) and a co-obligor of the Notes) and (B) assumes all the obligations of the Company
under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements
reasonably satisfactory to the Trustee;




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




     (iii) immediately after giving effect to such transaction on a pro forma basis, the
Company or the Person formed by or surviving any such consolidation or merger (if other than
the Company), or to which such sale, assignment, transfer, conveyance or other disposition
shall have been made, shall either (x) be permitted to Incur at least $1.00 of additional
Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a)
or (y) have a Consolidated Leverage Ratio that is lower than the Consolidated Leverage Ratio
of the Company immediately prior to such transaction; and




     (iv) each Guarantor, unless such Guarantor is the Person with which the Company has
entered into a transaction under this Section 5.01, shall have by amendment



71









 






to its Note
Guarantee confirmed that its Note Guarantee shall apply to the obligations of the Company or
the surviving Person in accordance with the Notes and this Indenture.



          (b) In addition, the Company and its Restricted Subsidiaries may not, directly or indirectly,
lease all or substantially all of the properties or assets of the Company and its Restricted
Subsidiaries considered as one enterprise, in one or more related transactions, to any other
Person. Section 5.01(a)(ii) and (iii) shall not apply to (i) any merger, consolidation or sale,
assignment, transfer, conveyance or other disposition of assets between or among the Company and
any of its Restricted Subsidiaries, (ii) any transaction if, in the good faith determination of the
Board of Directors of the Company, the sole purpose of the transaction is to reincorporate the
Company in another state of the United States or (iii) the Merger.




Section 5.02. Successor Corporation Substituted.




          Upon any consolidation or merger, or any sale, assignment, transfer, conveyance or other
disposition of all or substantially all of the assets of the Company in accordance with Section
5.01 hereof, the successor Person formed by such consolidation or into or with which the Company is
merged or to which such sale, assignment, transfer, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such consolidation, merger,
sale, assignment, conveyance or other disposition, the provisions of this Indenture referring to
the “Company” shall refer instead to the successor Person and not to the Company), and may exercise
every right and power of, the Company under the Indenture with the same effect as if such successor
Person had been named as the Company in this Indenture. In the event of any such transfer (other
than any transfer by way of lease), the predecessor Company will be released and discharged from
all liabilities and obligations in respect of the Notes and the Indenture and the predecessor
Company may be dissolved, wound up or liquidated at any time thereafter.




ARTICLE SIX

DEFAULTS AND REMEDIES




Section 6.01. Events of Default.




          (a) Each of the following is an “Event of Default” with respect to the Notes of each series:





     (i) default for 30 days in the payment when due of interest on, or Additional Interest
with respect to, the Notes of such series;




     (ii) default in payment when due (whether at maturity, upon acceleration, redemption,
required repurchase or otherwise) of the principal of, or premium, if any, on the Notes of
such series;




     (iii) failure by the Company or any of its Restricted Subsidiaries to comply with
Article Five;




     (iv) failure by the Company or any of its Restricted Subsidiaries for 30 days after
written notice by the Trustee or Holders representing 25% or more of the aggregate



72









 






principal
amount of Notes of such series then outstanding to comply with Section 4.10 or Section 4.14
(other than a failure to purchase Notes in connection therewith, which shall constitute an
Event of Default under clause (ii) above);




     (v) failure by the Company or any of its Restricted Subsidiaries for 60 days after
written notice by the Trustee or Holders representing 25% or more of the aggregate principal
amount of Notes of such series then outstanding to comply with any of the other agreements
in this Indenture;




     (vi) default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness 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 make any principal payment when due at the final
maturity of such Indebtedness and prior to the expiration of any 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 $75.0 million or more;




     (vii) failure by the Company or any of its Restricted Subsidiaries to pay final
judgments (to the extent such judgments are not paid or covered by insurance provided by a
reputable carrier that has the ability to perform) aggregating in excess of $75.0 million,
which judgments are not paid, discharged or stayed for a period of 60 days;




     (viii) except as permitted by this Indenture, any Note Guarantee with respect to the
Notes of such series shall be held in any judicial proceeding to be unenforceable or invalid
or shall cease for any reason to be in full force and effect or any Guarantor, or any Person
acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note
Guarantee with respect to the Notes of such series;




     (ix) the Company or any Significant Subsidiary of the Company (or any Restricted
Subsidiaries that together would constitute a Significant Subsidiary) pursuant to or within
the meaning of Bankruptcy Law:




     (A) commences a voluntary case,




     (B) consents to the entry of an order for relief against it in an involuntary
case,



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     (C) makes a general assignment for the benefit of its creditors, or




     (D) generally is not paying its debts as they become due; and




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




     (A) is for relief against the Company or any Significant Subsidiary of the
Company (or Restricted Subsidiaries that together would constitute a Significant
Subsidiary), in an involuntary case; or




     (B) appoints a custodian of the Company or any Significant Subsidiary of the
Company (or Restricted Subsidiaries that together would constitute a Significant
Subsidiary) or for all or substantially all of the property of the Company or any
Significant Subsidiary of the Company (or Restricted Subsidiaries that together
would constitute a Significant Subsidiary); or




     (C) orders the liquidation of the Company or any Significant Subsidiary of the
Company (or Restricted Subsidiaries that together would constitute a Significant
Subsidiary);



     and the order or decree remains unstayed and in effect for 60 consecutive days.



Section 6.02. Acceleration.




          (a) In the case of an Event of Default specified in clauses (ix) and (x) of Section 6.01(a)
above with respect to (i) the Company or (ii) any Significant Subsidiary of the Company (or any
Restricted Subsidiaries that together would constitute a Significant Subsidiary), all outstanding
Notes of each series shall become due and payable immediately without further action or notice. If
any other Event of Default occurs and is continuing with respect to Notes of a series, the Trustee
or the Holders of at least 25% in principal amount of the then outstanding Notes of such series may
declare all the Notes of such series to be due and payable immediately by notice in writing to the
Company specifying the Event of Default. Upon such declaration, the Notes of such series, together
with accrued and unpaid interest (including Additional Interest), shall become due and payable
immediately.




          (b) In the event of a declaration of acceleration of the Notes of a series because an Event of
Default has occurred and is continuing as a result of the acceleration of any Indebtedness
described in Section 6.01(a)(vi), the declaration of acceleration of the Notes of such series shall
be automatically annulled if the holders of all Indebtedness described in Section 6.01(a)(vi) have
rescinded the declaration of acceleration in respect of such Indebtedness within 30 Business Days
of the date of such declaration, and if the annulment of the acceleration of the Notes of such
series would not conflict with any judgment or decree of a court of competent jurisdiction, and all
existing Events of Default with respect to Notes of such series, except non-payment of principal or
interest on the Notes of such series that became due solely because of the acceleration of the
Notes of such series, have been cured or waived.




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          (c) In the case of any Event of Default occurring by reason of any willful action or inaction
taken or not taken by or on behalf of the Company or any of its Restricted Subsidiaries with the
intention of avoiding payment of the premium that the Company would have had to pay if the Company
then had elected to redeem the Notes of the affected series pursuant to Section 3.07, an equivalent
premium shall also become and be immediately due and payable to the extent permitted by law upon
the acceleration of the Notes of such series.




Section 6.03. Other Remedies.




          (a) If an Event of Default occurs and is continuing with respect to a series of Notes, the
Trustee may pursue any available remedy to collect the payment of principal, premium, if any,
interest, and Additional Interest, if any, with respect to, the Notes of such series or to enforce
the performance of any provision of the Notes of such series or this Indenture.




          (b) The Trustee may maintain a proceeding even if it does not possess any of the Notes or does
not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a
Note 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. All remedies are
cumulative to the extent permitted by law.




Section 6.04. Waiver of Past Defaults.




          Holders of a majority in aggregate principal amount of the Notes of a series then outstanding
by notice to the Trustee may on behalf of the Holders of all of the Notes of such series waive any
existing Default or Event of Default and its consequences hereunder except a continuing Default or
Event of Default in the payment of interest or Additional Interest on, or the principal of, the
Notes of such series.




          The Company shall deliver to the Trustee an Officers’ Certificate stating that the requisite
percentage of Holders have consented to such waiver and attaching copies of such consents. In case
of any such waiver, the Company, the Trustee and the Holders of Notes of such series shall be
restored to their former positions and rights hereunder and under the Notes of such series,
respectively. This Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such
Section 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Notes, as
permitted by the TIA. Upon any such waiver, such Default with respect to the affected series of
Notes shall cease to exist, and any Event of Default with respect to such series of Notes arising
therefrom shall be deemed to have been cured for every purpose of this Indenture, but no such
waiver shall extend to any subsequent or other Default or impair any right consequent thereon.




Section 6.05. Control by Majority.




          The Holders of a majority in principal amount of the then outstanding Notes of a series shall
have the right to direct the time, method and place of conducting any proceeding for exercising any
remedy available to the Trustee with respect to the Notes of such series, or exercising any trust
or power conferred upon the Trustee with respect to the Notes of such series. However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture, that may involve the
Trustee in personal liability, or that the Trustee determines in good faith




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may be unduly
prejudicial to the rights of Holders of Notes of such series not joining in the giving of such
direction and may take any other action it deems proper that is not inconsistent with any such
direction received from Holders of Notes of such series.




Section 6.06. Limitation on Suits.




          (a) A Holder of a Note of any series may not pursue any remedy with respect to this Indenture
or the Notes of such series unless:





     (i) the Holder gives the Trustee written notice of a continuing Event of Default with
respect to Notes of such series;




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




     (iii) such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee
against any costs, liability or expense;




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




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



          (b) A Holder of a Note may not use this Indenture to affect, disturb or prejudice the rights
of another Holder of a Note or to obtain a preference or priority over another Holder of a Note (it
being understood that the Trustee does not have an affirmative duty to ascertain whether or not
such actions or forbearances are unduly prejudicial to such Holder).




Section 6.07. Rights of Holders of Notes to Receive Payment.




          Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to
receive payment of the principal of, premium or Additional Interest, if any, or interest on, such
Note or to bring suit for the enforcement of any such payment, on or after the due date expressed
in the Notes, shall not be impaired or affected without the consent of the Holder.




Section 6.08. Collection Suit by Trustee.




          If an Event of Default specified in Section 6.01(a)(i) or (a)(ii) occurs and is continuing
with respect to Notes of either series, the Trustee is authorized to recover judgment in its own
name and as trustee of an express trust against the Company for the whole amount of principal of,
premium, if any, interest, and Additional Interest, if any, remaining unpaid on the Notes of such
series and interest on overdue principal and premium, if any, and, to the extent lawful, interest
and Additional Interest, if any, and such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.




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Section 6.09. Trustee May File Proofs of Claim.




          The Trustee is authorized to 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 Holders of the Notes of a series then outstanding allowed in any judicial
proceedings relative to any of the Company or Guarantors (or any other obligor upon the Notes of
such series), its creditors or its property and shall be entitled and empowered to collect, receive
and distribute any money or other securities or property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent
to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it
for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and any other amounts due the Trustee under Section 7.07 out of the estate in any such
proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and
shall be paid out of, any and all distributions, dividends, money, securities and other properties
that the Holders may be entitled to receive in such proceeding whether in liquidation or under any
plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any
plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of
any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.




Section 6.10. Priorities.




          (a) If the Trustee collects any money pursuant to this Article Six, it shall pay out the money
in the following order:





     First: to the Trustee, its agents and attorneys for amounts due under Section 7.07,
including payment of all compensation, expense and liabilities incurred, and all advances
made, by the Trustee and the costs and expenses of collection;




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




     Third: to the Company or to such party as a court of competent jurisdiction shall
direct.



          (b) The Trustee may fix a record date and payment date for any payment to Holders of Notes
pursuant to this Section 6.10.




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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 a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in the suit, having due regard to the merits
and good faith of the claims or defenses made by the party litigant. This Section 6.11 does
not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof,
or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.




ARTICLE SEVEN

TRUSTEE




Section 7.01. Duties of Trustee.




          Except to the extent, if any, provided otherwise in the TIA (as from time to time in effect):





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




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




     (i) the duties of the Trustee shall be determined solely by the express
provisions of this Indenture and 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; and




     (ii) in the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture. However, in the case of any
certificates or opinions required to be delivered hereunder, the Trustee 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 stated therein).




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




     (i) this paragraph does not limit the effect of paragraph (b) of this Section
7.01;



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




     (iii) the Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it pursuant
to Section 6.05.




     (d) Whether or not therein expressly so provided, every provision of this Indenture
that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this
Section 7.01.




     (e) No provision of this Indenture shall require the Trustee to expend or risk its own
funds or incur any liability. The Trustee shall be under no obligation to exercise any of
its rights and powers under this Indenture at the request of any Holders, unless such Holder
shall have offered to the Trustee security and indemnity satisfactory to it against any
loss, costs, liability or expense that might be incurred by it in connection with the
request or direction.




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



Section 7.02. Certain Rights of Trustee.




          (a) The Trustee may conclusively rely and shall be protected in acting or refraining from
acting upon any document believed by it to be genuine and to have been signed or presented by the
proper Person. The Trustee need not investigate any fact or matter stated in the document.




          (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee
may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance thereon.




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




          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this
Indenture.




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




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




          (g) The Trustee shall not be deemed to have notice of any Default or Event of Default (except
any Event of Default occurring pursuant to Sections 6.01(a)(i), 6.01(a)(ii) and 4.01) unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of such
event is sent to the Trustee in accordance with Section 12.02, and such notice references the Notes
and this Indenture.




          (h) In no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.




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




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




Section 7.03. Individual Rights of Trustee.




          The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may become a creditor of, or otherwise deal with, the Company or any of its Affiliates with the
same rights it would have if it were not Trustee. However, in the event that the Trustee acquires
any conflicting interest as described in the TIA (as in effect at such time), it must eliminate
such conflict within 90 days, apply to the Commission for permission to continue as trustee or
resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to
Sections 7.10 and 7.11.




Section 7.04. Trustee’s Disclaimer.




          The Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the
proceeds from the Notes or any money paid to the Company or upon the Company’s direction under 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, it shall not be responsible for any statement
or recital herein or any statement in the Notes or any other document in connection with the sale
of the Notes or pursuant to this Indenture other than its certificate of authentication, and it
shall not be responsible for the compliance by the Company or any Holder with any federal or state
securities laws or the determination as to which beneficial owners are entitled to receive notices
hereunder.




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          Notwithstanding anything else herein to the contrary, the Trustee shall not have (a) any
responsibility with respect to (i) the accuracy of the records of any Depositary or any other
Person with respect to any beneficial interest in Global Notes or (ii) the selection of the
particular portions of a Global Note to be redeemed or refunded in the event of a partial
redemption or refunding of part of the Notes of a series Outstanding that are represented by Global
Notes, or (b) any obligation to (i) deliver to any Person, other than a Holder, any notice with
respect to Global Notes, including any notice of redemption or refunding or (ii) make payment to
any Person, other than a Holder, of any amount with respect to the principal of, redemption
premium, if any, or interest on Global Notes.




Section 7.05. Notice of Defaults.




          If a Default or an Event of Default occurs and is continuing with respect to the Notes of any
series and if it is known to a Responsible Officer of the Trustee, the Trustee shall mail to
Holders of Notes of such series a notice of the Default or Event of Default within 90 days after it
occurs. Except in the case of a Default or Event of Default relating to the payment of principal
or interest or Additional Interest on any Note of a series then outstanding, the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of the Notes of such
series.




Section 7.06. Reports by Trustee to Holders of the Notes.




          (a) Within 60 days after each May 15 beginning with the May 15 following the date hereof, and
for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief
report dated as of such reporting date that complies with TIA Section 313(a) (but if no event
described in TIA Section 313(a) has occurred within the twelve months preceding the reporting date,
no report need be transmitted). The Trustee also shall comply with TIA Section 313(b)(2). The
Trustee shall also transmit by mail all reports as required by TIA Section 313(c).




          (b) A copy of each report at the time of its mailing to the Holders of Notes shall be mailed
to the Company and filed with the Commission and each stock exchange on which the Notes are listed
in accordance with TIA Section 313(d). The Company shall promptly notify the Trustee in writing
when the Notes are listed on any stock exchange or any delisting thereof.




Section 7.07. Compensation and Indemnity.




          (a) The Company shall pay to the Trustee from time to time reasonable compensation for its
acceptance of this Indenture and services hereunder in accordance with a written schedule provided
by the Trustee to the Company. The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall
reimburse the Trustee promptly upon request for all reasonable disbursements, advances and
expenses incurred or made by it in addition to the compensation for its services. Such expenses
shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and
counsel.




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          (b) The Company and the Guarantors shall fully indemnify the Trustee against any and all
losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance
or administration of its duties under this Indenture, including the costs and expenses of enforcing
this Indenture against the Company and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by either of the Company or any Holder or any other
person) or liability in connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be attributable to its
negligence, bad faith or willful misconduct. The Trustee shall notify the Company and the
Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so
notify the Company shall not relieve the Company of its obligations hereunder unless the failure to
notify the Company impairs the Company’s ability to defend such claim. The Company shall defend
the claim and the Trustee shall cooperate in the defense. The Company does not need to pay for any
settlement made without its consent. The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee as a result of the violation of this
Indenture by the Trustee if such violation arose from the Trustee’s negligence, bad faith or
willful misconduct.




          (c) The obligations of the Company and the Guarantors under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture and resignation or removal of the Trustee.




          (d) To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a
Lien prior to the Notes, which it may exercise by right of set-off, on all money or property held
or collected by the Trustee, except that held in trust to pay principal and interest on particular
Notes. Such Lien shall survive the satisfaction and discharge of this Indenture and resignation or
removal of the Trustee.




          (e) When the Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(a)(ix) and (x) hereof occurs, the expenses and the compensation for the services
(including the fees and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.




          (f) The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent
applicable.




          (g) Any amounts due and owing to the Trustee hereunder (whether in the nature of fees,
expenses, indemnification payments or reimbursements for advances) which have not been paid by or
on behalf of the Company within 30 days following written notice thereof given to the Company shall
bear interest at an interest rate equal to the Trustee’s announced prime rate in effect from time
to time, plus two percent (2%) per annum.




Section 7.08. Replacement of Trustee.




          (a) A resignation or removal of the Trustee and appointment of a successor Trustee shall
become effective only upon the successor Trustee’s acceptance of appointment as provided in this
Section 7.08.




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          (b) The Trustee may resign in writing at any time and be discharged from the trust hereby
created by so notifying the Company. The Holders of a majority in principal amount of the then
outstanding Notes of a series may remove the Trustee with respect to such series of Notes by so
notifying the Trustee and the Company in writing. The Company may remove the Trustee if:





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




     (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law;




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




     (iv) the Trustee becomes incapable of acting.



          (c) 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. Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount of the then
outstanding Notes of a series may appoint a successor Trustee with respect to such series of Notes
to replace the successor Trustee appointed by the Company.




          (d) If a successor Trustee does not take office within 30 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in
principal amount of the then outstanding Notes may petition at the expense of the Company any court
of competent jurisdiction for the appointment of a successor Trustee.




          (e) If the Trustee, after written request by any Holder who has been a Holder for at least six
months, fails to comply with Section 7.10, such Holder may, at the expense of the Company, petition
any court of competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.




          (f) A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to
the Lien provided for in Section 7.07. Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company’s obligations under Section 7.07 shall continue for the benefit of the
retiring Trustee.




Section 7.09. Successor Trustee by Merger, Etc.




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




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Section 7.10. Eligibility; Disqualification.




          There shall at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trust powers, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $50.0
million as set forth in its most recent published annual report of condition.




          This Indenture shall always have a Trustee who satisfies the requirements of TIA Section
310(a)(1), (2) and (5). The Trustee is subject to TIA Section 310(b).




Section 7.11. Preferential Collection of Claims Against Company.




          The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in
TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section
311(a) to the extent indicated therein. The Trustee hereby waives any right to set off any claim
that it may have against the Company in any capacity (other than any capacity in which it serves
under this Indenture) against any of the assets of the Company held by the Trustee; provided,
however, that if the Trustee is or becomes a lender of any other Indebtedness permitted hereunder
to be pari passu with the Notes, then such waiver shall not apply to the extent of such
Indebtedness.




ARTICLE EIGHT

DEFEASANCE AND COVENANT DEFEASANCE




Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.




          The Company may, at the option of its Board of Directors evidenced by a resolution set forth
in an Officers’ Certificate, at any time, elect to have either Section 8.02 or 8.03 be applied to
all outstanding Notes of any series and the Notes Guarantees related to the Notes of such series
upon compliance with the conditions set forth below in this Article Eight.




Section 8.02. Legal Defeasance and Discharge.




          Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be deemed to have been discharged from their obligations with respect to all outstanding
Notes of a series and all obligations of the Guarantors shall be deemed to have been discharged
with respect to their obligations under the Note Guarantees related to the Notes of such series on
the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this
purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid
and discharged the entire Indebtedness represented by the outstanding Notes of such series and Note
Guarantees related to the Notes of such series, respectively, which shall thereafter be deemed to
be “outstanding” only for the purposes of Section 8.05 and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all their other obligations under such
Notes, the related Note Guarantees and this Indenture (and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging the same), except for the
following provisions which shall




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survive until otherwise terminated or discharged hereunder: (a)
the rights of Holders of outstanding Notes to receive solely from the trust fund described in
Section 8.04, and as more fully set forth in such Section, payments in respect of the principal of,
premium, if any, interest and Additional Interest, if any, on such Notes when such payments are
due, (b) the Company’s obligations with respect to such Notes under Article Two concerning issuing
temporary Notes, registration of Notes and mutilated, destroyed, lost or stolen Notes and the
Company’s obligations under Section 4.02, (c) the rights, powers, trusts, duties and immunities of
the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and
(d) this Article Eight. Subject to compliance with this Article Eight, the Company may exercise
their option under this Section 8.02 notwithstanding the prior exercise of their option under
Section 8.03 hereof.




Section 8.03. Covenant Defeasance.




          Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.03, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, be released from their obligations under the covenants contained in
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.17, 4.18, 4.19 and 5.01(a)(iii)
with respect to the outstanding Notes of a series and the Note Guarantees related to the Notes of
such series on and after the date the conditions set forth in Section 8.04 are satisfied
(hereinafter, “Covenant Defeasance”), and the Notes of such series shall thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders
(and the consequences of any thereof) in connection with such covenants, but shall continue to be
deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall
not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means
that, with respect to the outstanding Notes and the Notes Guarantees related to the Notes of such
series, the Company and the Guarantors 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 with respect to Notes of such series under Section 6.01, but, except
as specified above, the remainder of this Indenture and such Notes and Note Guarantees shall be
unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 of the option
applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section
8.04, Sections 6.01(a)(iii) through (viii) shall not constitute Events of Default with respect to
Notes of the affected series.




Section 8.04. Conditions to Legal or Covenant Defeasance.




          (a) The following shall be the conditions to the application of either Section 8.02 or 8.03 to
the outstanding Notes of a series:





     (i) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders of the Notes of the affected series, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be sufficient, in
the opinion of a nationally recognized firm of independent public



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accountants, to pay the
principal of, or interest and premium and Additional Interest, if any, on the outstanding
Notes of such series on the Stated Maturity or on the applicable redemption date, as the
case may be, and the Company must specify whether the Notes of such series are being
defeased to maturity or to a particular redemption date;




     (ii) in the case of Legal Defeasance, the Company shall have delivered to the Trustee
an Opinion of Counsel reasonably acceptable to the Trustee confirming 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, there has been a change in the applicable federal income tax law,
in either case to the effect that, and based thereon such Opinion of Counsel shall confirm
that, the Holders of the outstanding Notes of the affected series will not recognize income,
gain or loss for federal income tax purposes as a result of such Legal Defeasance and will
be subject to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Legal Defeasance had not occurred;




     (iii) in the case of Covenant Defeasance, the Company shall have delivered to the
Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the
Holders of the outstanding Notes of the affected series will not recognize income, gain or
loss for federal income tax purposes as a result of such Covenant Defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Covenant Defeasance had not occurred;




     (iv) no Default or Event of Default shall have occurred and be continuing either: (a)
on the date of such deposit; or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the
123rd day after the date of deposit;




     (v) such Legal Defeasance or Covenant Defeasance will not result in a breach or
violation of, or constitute a default under any material agreement or instrument to which
the Company or any of its Restricted Subsidiaries is a party or by which the Company or any
of its Restricted Subsidiaries is bound;




     (vi) the Company must have delivered to the Trustee an Opinion of Counsel to the effect
that assuming no intervening bankruptcy of either 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 will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally, including Section 547 of the United States Bankruptcy Code, and
Section 15 of the New York Debtor and Creditor Law;




     (vii) the Company must deliver to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Company with the intent of preferring the Holders over the other
creditors of the Company with the intent of defeating, hindering, delaying or defrauding
creditors of the Company or others;



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     (viii) if the Notes of the affected series are to be redeemed prior to their Stated
Maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of
the Notes of such series on the specified redemption date; and




     (ix) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent (other than the expiration of the
123-day period referred to in Section 8.04(a)(vi)) relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.




			
	Section 8.05.	 	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.





          (a) Subject to Section 8.06, all money and non-callable Government Securities (including the
proceeds thereof) deposited with the Trustee pursuant to Section 8.04 in respect of the outstanding
Notes of any series shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders
of such Notes of all sums due and to become due thereon in respect of principal, premium and
Additional Interest, if any, and interest, but such money need not be segregated from other funds
except to the extent required by law.




          (b) The Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to
Section 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the
outstanding Notes of such series.




          (c) Anything in this Article Eight to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon the request of the Company any money or non-callable
Government Securities held by it as provided in Section 8.04 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section 8.04(a)), are in excess
of the amount thereof that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.




Section 8.06. Repayment to the Company.




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




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New York Times and The Wall Street Journal
(national edition), 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 notification or publication,
any unclaimed balance of such money then remaining shall be repaid to the Company.




Section 8.07. Reinstatement.




          If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable
Government Securities in accordance with Section 8.02 or 8.03, as the case may be, by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company’s obligations under this Indenture, the Notes shall
be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 and,
in the case of a Legal Defeasance, the Guarantors’ obligations under their respective Note
Guarantees shall be revised and reinstated as though no deposit had occurred pursuant to Section
8.02 or 8.03, in each case until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.02 or 8.03, as the case may be; provided, however, that, if
the Company makes any payment of principal of, premium, if any, or interest on any Note following
the reinstatement of their obligations, the Company shall be subrogated to the rights of the
Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.




ARTICLE NINE

AMENDMENT, SUPPLEMENT AND WAIVER




Section 9.01. Without Consent of Holders of Notes.




          (a) Notwithstanding Section 9.02, with respect to each series of Notes, the Company, the
Guarantors, and the Trustee may amend or supplement this Indenture, the Notes or the Note
Guarantees without the consent of any Holder of a Note of such series:





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




     (ii) to provide for uncertificated Notes in addition to or in place of certificated
Notes;




     (iii) to provide for the assumption of any of the Company’s or Guarantor’s obligations
to Holders of Notes in the case of a merger or consolidation or sale of all or substantially
all of such the Company’s or Guarantor’s assets;




     (iv) to make any change that would provide any additional rights or benefits to the
Holders of Notes of such series or that does not materially adversely affect the legal
rights under this Indenture of any such Holder;




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




     (vi) to comply with Section 4.18;



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     (vii) to evidence and provide for the acceptance of appointment by a successor Trustee;




     (viii) to provide for the issuance of Additional Notes in accordance with this
Indenture; or




     (ix) to conform the text of this Indenture or the Notes to any provision of the section
of the Offering Memorandum entitled “Description of Notes” to the extent that such provision
in this Indenture or the Notes was intended to conform to the text of such “Description of
Notes”.



          Upon the request of the Company accompanied by resolutions of its Board of Directors
authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the
Trustee of any documents requested under Section 7.02(b) hereof, the Trustee shall join with the
Company in the execution of any amended or supplemental Indenture authorized or permitted by the
terms of this Indenture and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee shall not be obligated to enter into such amended or
supplemental Indenture that affects its own rights, duties, protections, privileges, indemnities or
immunities under this Indenture or otherwise.




Section 9.02. With Consent of Holders of Notes.




          (a) Except as otherwise provided in this Section 9.02, with respect to each series of Notes,
the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes
(and related Note Guarantees) of such series with the consent of the Holders of at least a majority
in principal amount of the Notes of such series then outstanding (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes of
such series), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default or
compliance with any provision of this Indenture or the Notes (and related Note Guarantees) with
respect to either series of Notes may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Notes (including Additional Notes, if any) of such series
(including, without limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes of such series).




          (b) The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to consent to any indenture supplemental hereto. If a record date
is fixed, the Holders of Notes of the affected series on such record date, or its duly designated
proxies, and only such Persons, shall be entitled to consent to such supplemental indenture,
whether or not such Holders remain Holders after such record date; provided that unless such
consent shall have become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent previously given shall
automatically and without further action by any Holder be cancelled and of no further effect.




          (c) Upon the request of the Company accompanied by resolutions of its Board of Directors
authorizing the execution of any such amendment or supplement to this Indenture, and upon the
filing with the Trustee of evidence satisfactory to the Trustee of the consent of the




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Holders of
Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b),
the Trustee shall join with the Company in the execution of such amendment or supplement unless
such amendment or supplement directly affects the Trustee’s own rights, duties, protections,
privileges, indemnities or immunities under this Indenture or otherwise, in which case the Trustee
may in its discretion, but shall not be obligated to, enter into such amendment or supplement.




          (d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02
to approve the particular form of any proposed amendment, supplement or waiver, but it shall be
sufficient if such consent approves the substance thereof.




          (e) After an amendment, supplement or waiver under this Section becomes effective, the Company
shall mail to the Holders of Notes of the series affected thereby a notice briefly describing the
amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such amendment,
supplement or waiver. Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate
principal amount of the then outstanding Notes (including Additional Notes, if any) of a series may
waive compliance in a particular instance by the Company with any provision of this Indenture, or the Notes of such series. However, with respect to each
series of Notes, without the consent of each Holder affected, an amendment or waiver under this
Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):





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




     (ii) reduce the principal of or change the fixed maturity of any Note or alter the
provisions, or waive any payment, with respect to the redemption of the Notes other than
provisions relating to Sections 4.10 and 4.14 (except to the extent provided in clause (ix)
below);




     (iii) reduce the rate of or change the time for payment of interest on any Note;




     (iv) waive a Default or Event of Default in the payment of principal of, or interest or
premium, or Additional Interest, if any, on the Notes (except a rescission of acceleration
of the Notes by the Holders of at least a majority in aggregate principal amount of the
Notes of the applicable series and a waiver of the payment default that resulted from such
acceleration);




     (v) make any Note payable in money other than U.S. dollars;




     (vi) make any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders of Notes to receive payments of principal of, or interest
or premium or Additional Interest, if any, on the Notes;




     (vii) release any Guarantor from any of its obligations under its Note Guarantee or
this Indenture, except in accordance with the terms of this Indenture;




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     (viii) impair the right to institute suit for the enforcement of any payment on or with
respect to the Notes or the Note Guarantees;




     (ix) amend, change or modify the obligation of the Company to make and consummate an
Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.10 after the
obligation to make such Asset Sale Offer has arisen, or the obligation of the Company to
make and consummate a Change of Control Offer in the event of a Change of Control in
accordance with Section 4.14 after such Change of Control has occurred, including, in each
case, amending, changing or modifying any definition relating thereto;




     (x) except as otherwise permitted under Section 4.18 and Section 5.01, consent to the
assignment or transfer by the Company or any Guarantor of any of their rights or obligations
under this Indenture;




     (xi) amend or modify any of the provisions of this Indenture or the related definitions
affecting the ranking of the Notes or any Note Guarantee in any manner adverse to the
Holders of the Notes or any Note Guarantee; and




     (xii) make any change in the preceding amendment and waiver provisions.



Section 9.03. Compliance with Trust Indenture Act.




          Every amendment or supplement to this Indenture or the Notes shall be set forth in a document
that complies with the TIA as then in effect.




Section 9.04. Revocation and Effect of Consents.




          Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a
Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of
the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written notice of revocation
before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds every Holder.




Section 9.05. Notation on or Exchange of Notes.




          (a) The Trustee may place an appropriate notation about an amendment, supplement or waiver on
any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee
shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.




          (b) Failure to make the appropriate notation or issue a new Note shall not affect the validity
and effect of such amendment, supplement or waiver.




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Section 9.06. Trustee to Sign Amendments, Etc.




          The Trustee shall sign any amendment or supplement to this Indenture or any Note authorized
pursuant to this Article Nine if the amendment or supplement does not adversely affect the rights,
duties, liabilities, protections, privileges, indemnities or immunities of the Trustee. The
Company may not sign an amendment or supplemental Indenture or Note until its Board of Directors
approve it. In executing any amendment or supplement or Note, the Trustee shall receive and
(subject to Section 7.01) shall be fully protected in conclusively relying upon an Officers’
Certificate and an Opinion of Counsel stating that the execution of such amendment or supplement is
authorized or permitted by this Indenture.




ARTICLE TEN

NOTE GUARANTEES




Section 10.01. Guarantee.




          (a) Subject to this Article Ten, each of the Guarantors hereby, jointly and severally, and
fully and unconditionally, guarantees to each Holder of a Note authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Notes or the obligations of the Company hereunder or
thereunder, that: (i) the principal of, premium, if any, and interest and Additional Interest, if
any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest
and Additional Interest, if any, on the Notes, if lawful (subject in all cases to any applicable
grace period provided herein), and all other obligations of the Company to the Holders or the
Trustee hereunder or thereunder will be promptly paid in full, all in accordance with the terms
hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, the same will be promptly paid in full when due in accordance with
the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be
jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.




          (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law,
their obligations hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or defense of a
Guarantor. Subject to Section 6.06, each Guarantor hereby 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 this Note Guarantee shall not be discharged except by complete performance of
the obligations contained in the Notes and this Indenture.




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          (c) If any Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in
relation to any of the Company or the Guarantors, any amount paid by any of them to the Trustee or
such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.




          (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until payment in full of
all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors,
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 Note 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 declaration of acceleration of such obligations as provided in Article Six hereof, such
obligations (whether or not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right does not impair
the rights of the Holders under the Note Guarantee.




Section 10.02. Limitation on Guarantor Liability.




          Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the
intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to its
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum
amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor
that are relevant under such laws, and after giving effect to any collections from, rights to
receive contribution from or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Article Ten, result in the obligations of such
Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.




Section 10.03. Execution and Delivery of Note Guarantee.




          (a) If an Officer of a Guarantor whose signature is on this Indenture no longer holds that
office at the time the Trustee authenticates the Note, the Note Guarantee shall be valid
nevertheless.




          (b) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the
Guarantors.




          (c) If required by Section 4.18, the Company shall cause such Subsidiaries to execute
supplemental indentures to this Indenture and Note Guarantees in accordance with Section 4.18 and
this Article Ten, to the extent applicable.




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Section 10.04. Guarantors May Consolidate, Etc., on Certain Terms.




          (a) A Guarantor may not sell or otherwise dispose of all or substantially all of its assets
to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving
Person), another Person, other than the Company or another Guarantor, unless:





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




     (ii) either:




     (A) the Person acquiring the property in any such sale or disposition or the
Person formed by or surviving any such consolidation or merger (if other than the
Guarantor) is organized or existing under the laws of the United States, any state
thereof or the District of Columbia and assumes all the obligations of that
Guarantor under this Indenture, its Note Guarantee and the Registration Rights
Agreement pursuant to a supplemental indenture satisfactory to the Trustee; or




     (B) such sale or other disposition or consolidation or merger complies with
Section 4.10.



          (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by
the successor Person, by supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the Note Guarantee and the due and punctual performance of
all of the covenants and conditions of this Indenture to be performed by a Guarantor, such
successor Person shall succeed to and be substituted for a Guarantor with the same effect as if it
had been named herein as a Guarantor. All the Note Guarantees so issued shall in all respects have
the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and
thereafter issued in accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.




          (c) Except as set forth in Article Five, and notwithstanding clauses (i) and (ii) of Section
10.04(a), nothing contained in this Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall
prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to the Company or another Guarantor.




Section 10.05. Release of Guarantor.




          (a) The Note Guarantee of a Guarantor shall be released:





     (i) in connection with any transaction permitted by this Indenture after which such
Guarantor would no longer constitute a Restricted Subsidiary of the Company, if the sale of
Capital Stock, if any, complies with Section 4.10;




     (ii) if the Company properly designates any Restricted Subsidiary that is a Guarantor
as an Unrestricted Subsidiary under this Indenture;



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     (iii) upon satisfaction and discharge of the Notes as set forth under Section 11.01 or
upon defeasance of the Notes as set forth under Article 8; or




     (iv) solely in the case of a Note Guarantee created pursuant to Section 4.18, upon the
release or discharge of the Guarantee which resulted in the creation of such Note Guarantee
pursuant to this Section 4.18, except a discharge or release by or as a result of payment
under such Guarantee.



          (b) Any Guarantor not released from its obligations under its Note Guarantee shall remain
liable for the full amount of principal of and interest and Additional Interest, if any, on the
Notes and for the other obligations of any Guarantor under this Indenture as provided in this
Article Ten.




ARTICLE ELEVEN

SATISFACTION AND DISCHARGE




Section 11.01. Satisfaction and Discharge.




          (a) This Indenture shall be discharged and shall cease to be of further effect as to all Notes
issued hereunder, when:





     (i) either:




     (A) all Notes that have been authenticated (except lost, stolen or destroyed
Notes that have been replaced or paid and Notes for whose payment money has
theretofore been deposited in trust and thereafter repaid to the Company) have been
delivered to the Trustee for cancellation; or




     (B) all Notes that have not been delivered to the Trustee for cancellation have
become due and payable by reason of the mailing of a notice of redemption or
otherwise or will become due and payable within one year and the Company or any
Guarantor has irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such amounts as
will be sufficient without consideration of any reinvestment of interest, to pay and
discharge the entire indebtedness on the Notes not delivered to the Trustee for
cancellation for principal, premium and Additional Interest, if any, and accrued
interest to the date of maturity or redemption;




     (ii) no Default or Event of Default shall have occurred and be continuing on the date
of such deposit or shall occur as a result of such deposit and such deposit shall not result
in a breach or violation of, or constitute a default under, any other instrument to which
the Company or any Guarantor are a party or by which the Company or any Guarantor is bound;




     (iii) the Company or any Guarantor have paid or caused to be paid all sums payable by
it under this Indenture; and



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     (iv) the Company has delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of the Notes at maturity or the
redemption date, as the case may be.



          (b) In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel
to the Trustee stating that all conditions precedent to satisfaction and discharge have been
satisfied.




          (c) Notwithstanding the above, the Trustee shall pay to the Company from time to time upon its
request any cash or Government Securities held by it as provided in this section which, in the
opinion of a nationally recognized firm of independent public accountants expressed in a written
certification delivered to the Trustee, are in excess of the amount thereof that would then be
required to be deposited to effect a satisfaction and discharge under this Article Eleven.




          (d) After the conditions to discharge contained in this Article Eleven have been satisfied,
and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and
delivered to the Trustee an Officers’ Certificate and Opinion of Counsel, each stating that all
conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon written
request shall acknowledge in writing the discharge of the obligations of the Company and the
Guarantors under this Indenture (except for those surviving obligations specified Section 11.01).




Section 11.02. Deposited Money and Government Securities to Be Held in Trust; Other
Miscellaneous Provisions.




          Subject to Section 11.03 hereof, all money and non-callable Government Securities (including
the proceeds thereof) deposited with the Trustee pursuant to Section 11.01 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders
of such Notes of all sums due and to become due thereon in respect of principal, premium and
Additional Interest, if any, and interest, but such money need not be segregated from other funds
except to the extent required by law.




Section 11.03. Repayment to the Company.




          Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium and Additional Interest, if any, or interest on
any Note and remaining unclaimed for two years after such principal, and premium or Additional
Interest, if any, or interest has become due and payable shall be paid to the Company
on their request or (if then held by the Company) shall be discharged from such trust; and the
Holder of such Note shall thereafter look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the expense of the
Company cause to be published once, in the New York Times or The Wall Street Journal





96









 







(national
edition), 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 notification or publication, any unclaimed
balance of such money then remaining shall be repaid to the Company.




ARTICLE TWELVE

MISCELLANEOUS




Section 12.01. Trust Indenture Act Controls.




          If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by
TIA Section 318(c), the imposed duties shall control.




Section 12.02. Notices.




          (a) Any notice or communication by the Company or any Guarantor, on the one hand, or the
Trustee on the other hand, to the other is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested), telecopier or
overnight air courier guaranteeing next day delivery, to the others’ address:



If to the Company and/or any Guarantor:



ALLTEL Holding Corp.

4001 Rodney Parham Road

Little Rock, Arkansas 72212-2442



Facsimile: (501) 748-7400

Attention: John Fletcher



with a copy to:



Kirkland & Ellis LLP

Citigroup Center

153 East 53rd Street

New York, New York 10022



Facsimile: (212) 446-6460

Attention: Joshua N. Korff, Esq.



If to the Trustee:



SunTrust Bank

Corporate Trust Department

25 Park Place, 24th Floor

Atlanta, Georgia 30303

Facsimile: (404) 588-7335




          (b) The Company, the Guarantors or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.




97









 








          (c) All notices and communications (other than those sent to Holders) shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; three Business Days after
being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied;
and the next Business Day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.




          (d) Any notice or communication to a Holder shall be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Registrar. Any notice or communication shall also be
so mailed to any Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders.




          (e) Where this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity of any action taken
in reliance on such waiver.




          (f) In case by reason of the suspension of regular mail service or by reason of any other
cause it shall be impracticable to give such notice by mail, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient notification for every purpose
hereunder.




          (g) If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.




          (h) If the Company mails a notice or communication to Holders, it shall mail a copy to the
Trustee and each Agent at the same time.




Section 12.03. Communication by Holders of Notes with Other Holders of Notes.




          Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to
their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and any
other Person shall have the protection of TIA Section 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:





     (i) an Officers’ Certificate (which shall include the statements set forth in Section
12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and
covenants, if any, provided for in this Indenture relating to the proposed action have been
satisfied; and




     (ii) an Opinion of Counsel (which shall include the statements set forth in Section
12.05 hereof) stating that, in the opinion of such counsel (who may rely upon an



98









 






Officers’
Certificate or certificates of public officials as to matters of fact), all such conditions
precedent and covenants have been satisfied.



Section 12.05. Statements Required in Certificate or Opinion.




          (a) Each certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to TIA Section
314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include:




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




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




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




          (iv) a statement as to whether or not, in the opinion of such 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 at a meeting of Holders. The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for its functions.




Section 12.07. No Personal Liability of Directors, Officers, Employees and
Stockholders.




          No director, officer, employee, incorporator, stockholder, member, manager or partner of the
Company or any Guarantor, as such, shall have any liability for any obligations of the Company or
the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. The waiver may not be effective to waive liabilities
under the federal securities laws.




Section 12.08. Governing Law.




          THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE
NOTES.




Section 12.09. Consent to Jurisdiction.




          Any legal suit, action or proceeding arising out of or based upon this Indenture or the
transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal




99









 







courts of
the United States of America located in the City of New York or the courts of the State of New York
in each case located in the City of New York (collectively, the “Specified Courts”), and each party
irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or
proceeding. Service of any process, summons, notice or document by mail (to the extent allowed
under any applicable statute or rule of court) to such party’s address set forth above shall be
effective service of process for any suit, action or other proceeding brought in any such court.
The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit,
action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and
agree not to plead or claim in any such court has been brought in an inconvenient forum.




Section 12.10. No Adverse Interpretation of Other Agreements.




          This Indenture may not be used to interpret any other indenture, loan or debt agreement of the
Company or any of its Subsidiaries or of any other Person. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.




Section 12.11. Successors.




          All agreements of the Company in this Indenture and the Notes shall bind its successors. All
agreements of the Trustee in this Indenture shall bind its successors. All agreements of each
Guarantor in this Indenture shall bind such Guarantor’s successors, except as otherwise provided in
Section 10.04.




Section 12.12. Severability.




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




Section 12.13. Counterpart 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.




Section 12.14. Acts of Holders.




          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by the Holders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Holders in person or by
agents duly appointed in writing; and, except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Trustee and, where
it is hereby expressly required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this Indenture and
conclusive in favor of the Trustee and the Company if made in the manner provided in this Section
12.14.




100









 








          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to such witness, notary or officer the execution
thereof. Where such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof of authority. The
fact and date of the execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee deems sufficient.




          (c) Notwithstanding anything to the contrary contained in this Section 12.14, the principal
amount and serial numbers of Notes held by any Holder, and the date of holding the
same, shall be proved by the register of the Notes maintained by the Registrar as provided in
Section 2.04.




          (d) If the Company shall solicit from the Holders of the Notes of any series any request,
demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its
option, by or pursuant to resolutions of its Board of Directors, fix in advance a record date for
the determination of Holders of Notes of such series entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company shall have no
obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such resolution, which shall be a date not earlier than the date 30
days prior to the first solicitation of Holders of Notes of such series generally in connection
therewith or the date of the most recent list of Holders of Notes of such series forwarded to the
Trustee prior to such solicitation pursuant to Section 2.06 and not later than the date such
solicitation is completed. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after such record date, but
only the Holders of record of Notes of such series at the close of business on such record date
shall be deemed to be Holders of Notes of such series for the purposes of determining whether
Holders of the requisite proportion of the then outstanding Notes of such series have authorized or
agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or
other Act, and for that purpose the then outstanding Notes of such series shall be computed as of
such record date; provided that no such authorization, agreement or consent by the Holders of Notes
of such series on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than eleven months after the record date.




          (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the
Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note
issued upon the registration or transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Note.




          (f) Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder
with regard to any particular Note may do so itself with regard to all or any part of the principal
amount of such Note or by one or more duly appointed agents each of which may do so pursuant to
such appointment with regard to all or any part of such principal amount.




101









 








Section 12.15. Benefit of Indenture.




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




Section 12.16. Table of Contents, Headings, Etc.




          The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part of
this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.




[SIGNATURE PAGES FOLLOW]




102









 





          IN WITNESS WHEREOF, the parties have executed this Indenture as of July 17, 2006.




	 	 	 	 	 	 	 
	 	 	ALLTEL HOLDING CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffery R. Gardner
 

Name: Jeffery R. Gardner

Title: President and Chief Executive Officer
	 	 






 









 





	 	 	 	 	 	 	 
	 	 	WINDSTREAM HOLDING OF THE MIDWEST, INC.

WINDSTREAM NETWORK SERVICES OF THE MIDWEST, INC.

WINDSTREAM YELLOW PAGES, INC.

WINDSTREAM LISTING MANAGEMENT, INC.

WINDSTREAM SUPPLY, INC.

TELEVIEW, INC.

WINDSTREAM ALABAMA, INC.

WINDSTREAM ARKANSAS, INC.

WINDSTREAM OKLAHOMA, INC.

OKLAHOMA WINDSTREAM, INC.

WINDSTREAM SOUTH CAROLINA, INC.

WINDSTREAM SUGAR LAND, INC.

TEXAS WINDSTREAM, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffery R. Gardner
 

Name: Jeffery R. Gardner

Title: President and Chief Executive Officer
	 	 






 









 





	 	 	 	 	 	 	 
	 	 	SUNTRUST BANK, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Muriel Shaw
 

Name: Muriel Shaw

Title: Assistant Vice President
	 	 







 










 







EXHIBIT A-1




FORM OF 2016 NOTE




[Face of Note]



[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR
ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY
BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV)
THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.]



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE HEREON (OR ANY PREDECESSOR OF THIS NOTE) (THE
“RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES
TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40 DAY DISTRIBUTION
COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S




A-1-1









 







UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE
TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.




[Additional language for Regulation S Note to be inserted after paragraph 1]



[THE RIGHTS ATTACHING TO THIS REGULATION S GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING
ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).]




A-1-2









 








			
	 
	 	CUSIP
	 	 	 
	No.
	 	**$                    **






ALLTEL HOLDING CORP.




85/8% SENIOR NOTES DUE 2016




Issue Date:




          ALLTEL Holding Corp., 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 $[                    ] on August
1, 2016.



Interest Payment Dates: February 1 and August 1, commencing [                    ].



Record Dates: January 15 and July 15.




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




[SIGNATURE PAGE FOLLOWS]




A-1-3









 








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




	 	 	 	 	 	 	 
	 	 	ALLTEL HOLDING CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







A-1-4










 







(Trustee’s Certificate of Authentication)



This is one of the 85/8% Senior Notes due 2016 described in the within-mentioned Indenture.




Dated: [                                        ]




SUNTRUST BANK,

as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 






A-1-5









 






[Reverse Side of Note]




ALLTEL HOLDING CORP.




85/8% SENIOR NOTES DUE 2016




          Capitalized terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.




          1. Interest. The Company promises to pay interest on the principal amount of this 2016 Note
at 8.625% per annum from the date hereof until maturity and shall pay the Additional Interest, if
any, payable pursuant to Section 2.5 of the Registration Rights Agreement referred to below. The
Company shall pay interest and Additional Interest, if any, semi-annually in arrears on February 1
and August 1 of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an “Interest Payment Date”). Interest on the 2016 Notes shall accrue from the
most recent date to which interest has been paid or, if no interest has been paid, from the date of
original issuance; provided that if there is no existing Default in the payment of interest, and if
this 2016 Note is authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided further that the first Interest Payment Date shall be [                    ]. The Company
shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal from time to time on demand at a rate that is 1% per annum in excess of the rate
then in effect; they shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to
any applicable grace periods) from time to time on demand at the same rate to the extent lawful.
Interest shall be computed on the basis of a 360-day year of twelve 30-day months.




          2. Method of Payment. The Company shall pay interest on the 2016 Notes (except defaulted
interest) and Additional Interest, if any, to the Persons who are registered Holders of 2016 Notes
at the close of business on the record date immediately preceding the Interest Payment Date, even
if such 2016 Notes are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.13 of the Indenture with respect to defaulted interest. If a
Holder has given wire transfer instructions to the Company, the Company shall pay all principal,
interest and premium and Additional Interest, if any, on that Holder’s 2016 Notes in accordance
with those instructions. All other payments on 2016 Notes shall be made at the office or agency of
the Paying Agent and Registrar within the United States of America unless the Company elects to
make interest payments by check mailed to the Holders at their addresses set forth in the register
of Holders. Such payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.




          3. Paying Agent and Registrar. Initially, the Trustee under the Indenture shall act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar without prior notice to
any Holder. The Company or any of its Subsidiaries may act in any such capacity.




A-1-6









 








          4. Indenture. The Company issued the 2016 Notes under an Indenture dated as of July 17, 2006
(“Indenture”) among the Company, the Guarantors and the Trustee. The terms of the 2016 Notes
include those stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended. The 2016 Notes are subject to all such terms, and Holders
are referred to the Indenture and such Act for a statement of such terms. To the extent any
provision of this 2016 Note conflicts with the express provisions of the Indenture, the provisions
of the Indenture shall govern and be controlling. The Indenture pursuant to which this 2016 Note
is issued provides that an unlimited aggregate principal amount of Additional Notes of the same
series may be issued thereunder.




          5. Optional Redemption. The Company shall not have the option to redeem the 2016 Notes prior
to August 1, 2011. On or after August 1, 2011, the Company may redeem all or part of the 2016
Notes 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 and Additional
Interest, if any, thereon to the applicable redemption date, if redeemed during the twelve-month
period beginning on August 1 of the years indicated below:




	 	 	 	 	 
	Year	 	Percentage
	2011
	 	 	104.313	%
	2012
	 	 	102.875	%
	2013
	 	 	101.438	%
	2014 and thereafter
	 	 	100.000	%






          6. Repurchase at Option of Holder. (a) If a Change of Control occurs, each Holder of 2016
Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 or
an integral multiple of $1,000 in excess of $2,000) of that Holder’s 2016 Notes pursuant to an
offer by the Company (a “Change of Control Offer”) at an offer price (a “Change of Control
Payment”) in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest and Additional Interest, if any, thereon, to the date of purchase. Within 30 days
following any Change of Control, the Company shall mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and offering to repurchase 2016
Notes on a date (the “Change of Control Payment Date”) specified in such notice, which shall be no
earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the
procedures required by the Indenture and described in such notice.




          (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or
Restricted Subsidiary of the Company, as applicable, may apply such Net Proceeds at its option: to
repay (A) Indebtedness secured by assets of the Company or its Restricted Subsidiaries (to the
extent of the value of the assets securing such Indebtedness), (B) Obligations under the Credit
Agreement or (C) Indebtedness of a Restricted Subsidiary of the Company that is not a Guarantor (to
the extent of the value of the assets of such Restricted Subsidiary); or to purchase Replacement
Assets. Pending the final application of any such Net Proceeds, the Company or its Restricted
Subsidiaries may temporarily reduce revolving credit borrowings or otherwise invest such Net
Proceeds in any manner that is not prohibited by this Indenture.




A-1-7









 








          On the 366th day after an Asset Sale or such earlier date, if any, as the Company determines
not to apply the Net Proceeds relating to such Asset Sale as set forth in Section 4.10(b) (each
such date being referred as an “Excess Proceeds Trigger Date”), such aggregate amount of Net
Proceeds that has not been applied on or before the Excess Proceeds Trigger Date as permitted
pursuant to Section 4.10(b) (“Excess Proceeds”) shall be applied by the Company to make an offer
(an “Asset Sale Offer”) to all Holders of 2016 Notes and all holders of other Indebtedness that is
pari passu with the 2016 Notes or any Note Guarantee containing provisions similar to those set
forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets, to
purchase the maximum principal amount of 2016 Notes and such other pari passu Indebtedness that may
be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to
100% of the principal amount of the 2016 Notes and such other pari passu Indebtedness plus accrued
and unpaid interest and Additional Interest, if any, to the date of purchase, and shall be payable
in cash. The Company may defer the Asset Sale Offer until there are aggregate unutilized Excess
Proceeds equal to or in excess of $30.0 million resulting from one or more Asset Sales, at which
time the entire unutilized amount of Excess Proceeds (not only the amount in excess of $30.0
million) shall be applied as provided in Section 4.10(c) of the Indenture. If any Excess Proceeds
remain after consummation of an Asset Sale Offer, the Company and its Restricted Subsidiaries may
use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the
aggregate principal amount of 2016 Notes and such other pari passu Indebtedness tendered into such
Asset Sale Offer exceeds the amount of Excess Proceeds, the 2016 Notes and such other pari passu
Indebtedness shall be purchased on a pro rata basis based on the principal amount of 2016 Notes and
such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the Excess
Proceeds subject to such Asset Sale shall no longer be deemed to be Excess Proceeds.




          7. Denominations, Transfer, Exchange. The 2016 Notes are in registered form without coupons
in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The
transfer of 2016 Notes may be registered and 2016 Notes may be exchanged as provided in the
Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a Holder to pay any
taxes and fees required by law or permitted by the Indenture. The Company is not required to
transfer or exchange any 2016 Note selected for redemption. Also, the Company is not required to
transfer or exchange any 2016 Note (1) for a period of 15 days before the mailing of a notice of
redemption of 2016 Notes to be redeemed or (2) tendered and not withdrawn in connection with a
Change of Control Offer or an Asset Sale Offer. Transfer may be restricted as provided in the
Indenture.




          8. Persons Deemed Owners. The registered Holder of a 2016 Note will be treated as its owner
for all purposes.




          9. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture, or the
2016 Notes may be amended or supplemented with the consent of the Holders of at least a majority in
principal amount of the 2016 Notes then outstanding (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer for, 2016 Notes), and
any existing default or compliance with any provision of the Indenture or the 2016 Notes may be
waived with the consent of the Holders of a majority in principal amount of the then outstanding
2016 Notes (including, without limitation, consents obtained in




A-1-8









 







connection with a purchase of, or tender offer or exchange offer for, 2016 Notes). Without
the consent of any Holder of a 2016 Note, the Indenture, or the 2016 Notes may be amended or
supplemented to, among other things, cure any ambiguity, defect or inconsistency, or make any
change that does not adversely affect the legal rights under the Indenture of any such Holder.




          10. Defaults and Remedies. In the case of an Event of Default arising from certain events of
bankruptcy or insolvency with respect to (i) the Company or (ii) any Significant Subsidiary of the
Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary),
all outstanding 2016 Notes will become due and payable immediately without further action or
notice. If any other Event of Default occurs and is continuing with respect to the 2016 Notes, the
Trustee or the Holders of at least 25% in principal amount of the then outstanding 2016 Notes may
declare all the 2016 Notes to be due and payable immediately by notice in writing to the Company
specifying the Event of Default. In the event of a declaration of acceleration of the 2016 Notes
because an Event of Default has occurred and is continuing as a result of the acceleration of any
Indebtedness described in Section 6.01(a)(vi) of the Indenture, the declaration of acceleration of
the 2016 Notes shall be automatically annulled if the holders of all Indebtedness described in
Section 6.01(a)(vi) of the Indenture have rescinded the declaration of acceleration in respect of
such Indebtedness within 30 Business Days of the date of such declaration, and if the annulment of
the acceleration of the 2016 Notes would not conflict with any judgment or decree of a court of
competent jurisdiction, and all existing Events of Default, except non-payment of principal or
interest on the 2016 Notes that became due solely because of the acceleration of the 2016 Notes,
have been cured or waived.




          In the case of any Event of Default occurring by reason of any willful action or inaction
taken or not taken by or on behalf of the Company or any of its Restricted Subsidiaries with the
intention of avoiding payment of the premium that the Company would have had to pay if the Company
then had elected to redeem the 2016 Notes pursuant to Section 3.07 of the Indenture, an equivalent
premium shall also become and be immediately due and payable to the extent permitted by law upon
the acceleration of the 2016 Notes.




          Holders of the 2016 Notes may not enforce the Indenture or the 2016 Notes except as provided
in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding 2016 Notes may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders of the 2016 Notes notice of any Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or interest or
Additional Interest) if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of the 2016 Notes. If
certain conditions are satisfied, Holders of a majority in aggregate principal amount of the 2016
Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the 2016
Notes waive any existing Default or Event of Default and its consequences under the Indenture,
except a continuing Default or Event of Default in the payment of interest or Additional Interest
on, or the principal of, the 2016 Notes.




          11. Trustee Dealings with Company. The Trustee in its individual or any other capacity may
become the owner or pledgee of 2016 Notes and may become a creditor of, or otherwise deal with the
Company or any of its Affiliates, with the same rights it would have if it were not Trustee.




A-1-9









 








          12. No Recourse Against Others. No director, officer, employee, incorporator, stockholder,
member, manager or partner of the Company or any Guarantor, as such, shall have any liability for
any obligations of the Company or the Guarantors under the 2016 Notes, this Indenture, the Note
Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of 2016 Notes by accepting a 2016 Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the 2016 Notes.
The waiver may not be effective to waive liabilities under the federal securities laws.




          13. Authentication. This 2016 Note shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.




          14. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.
In addition to the rights provided to Holders under the Indenture, Holders of Restricted Global
Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration
Rights Agreement dated as of the date of the Indenture, by and among the Company, the Guarantors
and the parties named on the signature pages thereof, as such agreement may be amended, modified or
supplemented from time to time and, with respect to any Additional Notes, one or more registration
rights agreements between the Company and the other parties thereto, as such agreement(s) may be
amended, modified or supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the Securities Act (the
“Registration Rights Agreement”).




          15. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the 2016
Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders.
No representation is made as to the accuracy of such numbers either as printed on the 2016 Notes or
as contained in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.




          16. Guarantee. The Company’s obligations under the 2016 Notes are fully and unconditionally
guaranteed, jointly and severally, by the Guarantors.




          17. Copies of Documents. The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be
made to:



ALLTEL Holding Corp.

4001 Rodney Parham Road

Little Rock, Arkansas 72212-2442

Facsimile: (504) 748-7400

Attention: John Fletcher




A-1-10









 







with a copy to:



Kirkland & Ellis LLP

Citigroup Center

153 East 53rd Street

New York, New York 10022

Facsimile: (212) 446-6460

Attention: Joshua N. Korff, Esq.




A-1-11









 








Assignment Form




To assign this 2016 Note, fill in the form below:




	 	 	 
	(I) or (we) assign and transfer this 2016 Note to: 
	 	 
	 

	 	 
	 

	(Insert assignee’s legal name)
	 
	 	 




 





(Insert assignee’s soc. sec. or tax I.D. no.)



 




 



 




 



 




 



 





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




and irrevocably appoint                                                            
                                                                                                    
to transfer this 2016 Note 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 face of this 2016
Note)






Signature Guarantee*:                                        






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).




A-1-12









 










OPTION OF HOLDER TO ELECT PURCHASE




          If you want to elect to have this 2016 Note purchased by the Company pursuant to Section 4.10
or 4.14 of the Indenture, check the appropriate box below:




	 	 	 
	o Section 4.10
	 	o Section 4.14






          If you want to elect to have only part of the 2016 Note purchased by the Company pursuant to
Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:




$                                        




Date:                     




	 	 	 	 	 
	 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 

	 	 	 	(Sign exactly as your name
appears on the face of this 2016
Note)






Tax
Identification No.:                                                             




Signature Guarantee*:                                        






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).




A-1-13









 










[To be inserted for Rule 144A Global Note]




SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE




          The following exchanges of a part of this Global Note for an interest in another Global Note
or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an
interest in this Global Note, have been made:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal Amount at	 	 
	 	 	Amount of Decrease in	 	Amount of Increase in	 	Maturity	 	Signature of
	 	 	Principal Amount at	 	Principal Amount at	 	of this Global Note	 	Authorized Signatory
	 	 	Maturity	 	Maturity	 	Following such	 	of Trustee or
	Date of Exchange	 	of this Global Note	 	of this Global Note	 	decrease (or increase)	 	Custodian
	 	 	 	 	 	 	 	 	 





[To be inserted for Regulation S Global Note]




SCHEDULE OF EXCHANGES OF REGULATION S GLOBAL NOTE




          The following exchanges of a part of this Regulation S Global Note for an interest in another
Global Note or of other Restricted Global Notes for an interest in this Regulation S Global Note,
have been made:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal Amount at	 	 
	 	 	Amount of Decrease in	 	Amount of Increase in	 	Maturity	 	Signature of
	 	 	Principal Amount at	 	Principal Amount at	 	of this Global Note	 	Authorized Signatory
	 	 	Maturity	 	Maturity	 	Following such	 	of Trustee or
	Date of Exchange	 	of this Global Note	 	of this Global Note	 	decrease (or increase)	 	Custodian
	 	 	 	 	 	 	 	 	 





A-1-14









 






EXHIBIT A-2




FORM OF 2013 NOTE




[Face of Note]



[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR
ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY
BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV)
THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.]



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE HEREON (OR ANY PREDECESSOR OF THIS NOTE) (THE
“RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES
TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40 DAY DISTRIBUTION
COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S




A-2-1









 







UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE
TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.




[Additional language for Regulation S Note to be inserted after paragraph 1]



[THE RIGHTS ATTACHING TO THIS REGULATION S GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING
ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).]




A-2-2









 








			
	 
	 	CUSIP
	 	 	 
	No.
	 	**$                    **






WINDSTREAM CORPORATION




81
/8 % SENIOR NOTES DUE 2013




Issue Date:




          Windstream 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 $[                    ] on August
1, 2013.



Interest Payment Dates: February 1 and August 1, commencing [                    ].



Record Dates: January 15 and July 15.




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




[SIGNATURE PAGE FOLLOWS]




A-2-3









 








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




	 	 	 	 	 	 	 
	 	 	WINDSTREAM CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







A-2-4









 







(Trustee’s Certificate of Authentication)



This is one of the 81/8% Senior Notes due 2013 described in the within-mentioned Indenture.




Dated: [                    ]




SUNTRUST BANK,

as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 






A-2-5









 





[Reverse Side of Note]




WINDSTREAM CORPORATION




81/8% SENIOR NOTES DUE 2013




          Capitalized terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.




          1. Interest. The Company promises to pay interest on the principal amount of this 2013 Note
at 8.125% per annum from the date hereof until maturity and shall pay the Additional Interest, if
any, payable pursuant to Section 2.5 of the Registration Rights Agreement referred to below. The
Company shall pay interest and Additional Interest, if any, semi-annually in arrears on February 1
and August 1 of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an “Interest Payment Date”). Interest on the 2013 Notes shall accrue from the
most recent date to which interest has been paid or, if no interest has been paid, from the date of
original issuance; provided that if there is no existing Default in the payment of interest, and if
this 2013 Note is authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided further that the first Interest Payment Date shall be [                    ]. The Company
shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal from time to time on demand at a rate that is 1% per annum in excess of the rate
then in effect; they shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to
any applicable grace periods) from time to time on demand at the same rate to the extent lawful.
Interest shall be computed on the basis of a 360-day year of twelve 30-day months.




          2. Method of Payment. The Company shall pay interest on the 2013 Notes (except defaulted
interest) and Additional Interest, if any, to the Persons who are registered Holders of 2013 Notes
at the close of business on the record date immediately preceding the Interest Payment Date, even
if such 2013 Notes are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.13 of the Indenture with respect to defaulted interest. If a
Holder has given wire transfer instructions to the Company, the Company shall pay all principal,
interest and premium and Additional Interest, if any, on that Holder’s 2013 Notes in accordance
with those instructions. All other payments on 2013 Notes shall be made at the office or agency of
the Paying Agent and Registrar within the United States of America unless the Company elects to
make interest payments by check mailed to the Holders at their addresses set forth in the register
of Holders. Such payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.




          3. Paying Agent and Registrar. Initially, the Trustee under the Indenture shall act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar without prior notice to
any Holder. The Company or any of its Subsidiaries may act in any such capacity.




A-2-6









 








          4. Indenture. The Company issued the 2013 Notes under an Indenture dated as of July 17, 2006
(“Indenture”) among the Company, the Guarantors and the Trustee. The terms of the 2013 Notes
include those stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended. The 2013 Notes are subject to all such terms, and Holders
are referred to the Indenture and such Act for a statement of such terms. To the extent any
provision of this 2013 Note conflicts with the express provisions of the Indenture, the provisions
of the Indenture shall govern and be controlling. The Indenture pursuant to which this 2013 Note
is issued provides that an unlimited aggregate principal amount of Additional Notes of the same
series may be issued thereunder.




          5. Optional Redemption. (a) At any time prior to August 1, 2009, the Company may redeem up
to 35% of the aggregate principal amount of 2013 Notes issued under the Indenture (including any
Additional Notes) at a redemption price of 108.125% of the principal amount thereof, plus accrued
and unpaid interest and Additional Interest, if any, thereon to the applicable redemption date,
with the net cash proceeds of one or more Equity Offerings; provided that (1) at least 65% of the
aggregate principal amount of 2013 Notes issued under the Indenture (including any Additional
Notes) remains outstanding immediately after the occurrence of such redemption, excluding 2013
Notes held by the Company and its Subsidiaries; and (2) the redemption must occur within 90 days of
the date of the closing of such Equity Offering.




          (b) At any time, the Company may redeem all or part of the 2013 Notes of the same series upon
not less than 30 nor more than 60 days’ prior notice at a redemption price equal to the sum of (i)
100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of
redemption, plus (iii) accrued and unpaid interest and Additional Interest, if any, to the date of
redemption.




          6. Repurchase at Option of Holder. (a) If a Change of Control occurs, each Holder of 2013
Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 or
an integral multiple of $1,000 in excess of $2,000) of that Holder’s 2013 Notes pursuant to an
offer by the Company (a “Change of Control Offer”) at an offer price (a “Change of Control
Payment”) in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest and Additional Interest, if any, thereon, to the date of purchase. Within 30 days
following any Change of Control, the Company shall mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and offering to repurchase 2013
Notes on a date (the “Change of Control Payment Date”) specified in such notice, which shall be no
earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the
procedures required by the Indenture and described in such notice.




          (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or
Restricted Subsidiary of the Company, as applicable, may apply such Net Proceeds at its option: to
repay (A) Indebtedness secured by assets of the Company or its Restricted Subsidiaries (to the
extent of the value of the assets securing such Indebtedness), (B) Obligations under the Credit
Agreement or (C) Indebtedness of a Restricted Subsidiary of the Company that is not a Guarantor (to
the extent of the value of the assets of such Restricted




A-2-7









 







Subsidiary); or to purchase Replacement Assets. Pending the final application of any such Net
Proceeds, the Company or its Restricted Subsidiaries may temporarily reduce revolving credit
borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this
Indenture.




          On the 366th day after an Asset Sale or such earlier date, if any, as the Company determines
not to apply the Net Proceeds relating to such Asset Sale as set forth in Section 4.10(b) (each
such date being referred as an “Excess Proceeds Trigger Date”), such aggregate amount of Net
Proceeds that has not been applied on or before the Excess Proceeds Trigger Date as permitted
pursuant to Section 4.10(b) (“Excess Proceeds”) shall be applied by the Company to make an offer
(an “Asset Sale Offer”) to all Holders of 2013 Notes and all holders of other Indebtedness that is
pari passu with the 2013 Notes or any Note Guarantee containing provisions similar to those set
forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets, to
purchase the maximum principal amount of 2013 Notes and such other pari passu Indebtedness that may
be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to
100% of the principal amount of the 2013 Notes and such other pari passu Indebtedness plus accrued
and unpaid interest and Additional Interest, if any, to the date of purchase, and shall be payable
in cash. The Company may defer the Asset Sale Offer until there are aggregate unutilized Excess
Proceeds equal to or in excess of $30.0 million resulting from one or more Asset Sales, at which
time the entire unutilized amount of Excess Proceeds (not only the amount in excess of $30.0
million) shall be applied as provided in Section 4.10(c) of the Indenture. If any Excess Proceeds
remain after consummation of an Asset Sale Offer, the Company and its Restricted Subsidiaries may
use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the
aggregate principal amount of 2013 Notes and such other pari passu Indebtedness tendered into such
Asset Sale Offer exceeds the amount of Excess Proceeds, the 2013 Notes and such other pari passu
Indebtedness shall be purchased on a pro rata basis based on the principal amount of 2013 Notes and
such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the Excess
Proceeds subject to such Asset Sale shall no longer be deemed to be Excess Proceeds.




          7. Denominations, Transfer, Exchange. The 2013 Notes are in registered form without coupons
in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The
transfer of 2013 Notes may be registered and 2013 Notes may be exchanged as provided in the
Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a Holder to pay any
taxes and fees required by law or permitted by the Indenture. The Company is not required to
transfer or exchange any 2013 Note selected for redemption. Also, the Company is not required to
transfer or exchange any 2013 Note (1) for a period of 15 days before the mailing of a notice of
redemption of 2013 Notes to be redeemed or (2) tendered and not withdrawn in connection with a
Change of Control Offer or an Asset Sale Offer. Transfer may be restricted as provided in the
Indenture.




          8. Persons Deemed Owners. The registered Holder of a 2013 Note will be treated as its owner
for all purposes.




          9. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture, or the
2013 Notes may be amended or supplemented with the consent of the Holders

A-2-8









 








of at least a majority in principal amount of the 2013 Notes then outstanding (including,
without limitation, consents obtained in connection with a purchase of, or tender offer or exchange
offer for, 2013 Notes), and any existing default or compliance with any provision of the Indenture
or the 2013 Notes may be waived with the consent of the Holders of a majority in principal amount
of the then outstanding 2013 Notes (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, 2013 Notes). Without the consent of any
Holder of a 2013 Note, the Indenture, or the 2013 Notes may be amended or supplemented to, among
other things, cure any ambiguity, defect or inconsistency, or make any change that does not
adversely affect the legal rights under the Indenture of any such Holder.




          10. Defaults and Remedies. In the case of an Event of Default arising from certain events of
bankruptcy or insolvency with respect to (i) the Company or (ii) any Significant Subsidiary of the
Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary),
all outstanding 2013 Notes will become due and payable immediately without further action or
notice. If any other Event of Default occurs and is continuing with respect to the 2013 Notes, the
Trustee or the Holders of at least 25% in principal amount of the then outstanding 2013 Notes may
declare all the 2013 Notes to be due and payable immediately by notice in writing to the Company
specifying the Event of Default. In the event of a declaration of acceleration of the 2013 Notes
because an Event of Default has occurred and is continuing as a result of the acceleration of any
Indebtedness described in Section 6.01(a)(vi) of the Indenture, the declaration of acceleration of
the 2013 Notes shall be automatically annulled if the holders of all Indebtedness described in
Section 6.01(a)(vi) of the Indenture have rescinded the declaration of acceleration in respect of
such Indebtedness within 30 Business Days of the date of such declaration, and if the annulment of
the acceleration of the 2013 Notes would not conflict with any judgment or decree of a court of
competent jurisdiction, and all existing Events of Default, except non-payment of principal or
interest on the 2013 Notes that became due solely because of the acceleration of the 2013 Notes,
have been cured or waived.




          In the case of any Event of Default occurring by reason of any willful action or inaction
taken or not taken by or on behalf of the Company or any of its Restricted Subsidiaries with the
intention of avoiding payment of the premium that the Company would have had to pay if the Company
then had elected to redeem the 2013 Notes pursuant to Section 3.07 of the Indenture, an equivalent
premium shall also become and be immediately due and payable to the extent permitted by law upon
the acceleration of the 2013 Notes.




          Holders of the 2013 Notes may not enforce the Indenture or the 2013 Notes except as provided
in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding 2013 Notes may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders of the 2013 Notes notice of any Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or interest or
Additional Interest) if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of the 2013 Notes. If
certain conditions are satisfied, Holders of a majority in aggregate principal amount of the 2013
Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the 2013
Notes waive any existing Default or Event of Default and its consequences under the Indenture,
except a continuing Default or Event of Default in the payment of interest or Additional Interest
on, or the principal of, the 2013 Notes.




A-2-9









 








          11. Trustee Dealings with Company. The Trustee in its individual or any other capacity may
become the owner or pledgee of 2013 Notes and may become a creditor of, or otherwise deal with the
Company or any of its Affiliates, with the same rights it would have if it were not Trustee.




          12. No Recourse Against Others. No director, officer, employee, incorporator, stockholder,
member, manager or partner of the Company or any Guarantor, as such, shall have any liability for
any obligations of the Company or the Guarantors under the 2013 Notes, this Indenture, the Note
Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of 2013 Notes by accepting a 2013 Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the 2013 Notes.
The waiver may not be effective to waive liabilities under the federal securities laws.




          13. Authentication. This 2013 Note shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.




          14. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.
In addition to the rights provided to Holders under the Indenture, Holders of Restricted Global
Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration
Rights Agreement dated as of the date of the Indenture, by and among the Company, the Guarantors
and the parties named on the signature pages thereof, as such agreement may be amended, modified or
supplemented from time to time and, with respect to any Additional Notes, one or more registration
rights agreements between the Company and the other parties thereto, as such agreement(s) may be
amended, modified or supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the Securities Act (the
“Registration Rights Agreement”).




          15. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the 2013
Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders.
No representation is made as to the accuracy of such numbers either as printed on the 2013 Notes or
as contained in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.




          16. Guarantee. The Company’s obligations under the 2013 Notes are fully and unconditionally
guaranteed, jointly and severally, by the Guarantors.




A-2-10









 








          17. Copies of Documents. The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be
made to:



ALLTEL Holding Corp.

4001 Rodney Parham Road

Little Rock, Arkansas 72212-2442

Facsimile: (504) 748-7400

Attention: John Fletcher



with a copy to:



Kirkland & Ellis LLP

Citigroup Center

153 East 53rd Street

New York, New York 10022

Facsimile: (212) 446-6460

Attention: Joshua N. Korff, Esq.




A-2-11









 








Assignment Form




          To assign this 2013 Note, fill in the form below:




	 	 	 
	(I) or (we) assign and transfer this 2013 Note to:
	 	 
	 

	 	 
	 

	 	(Insert assignee’s legal name)
	 
	 	 
	 
	 
	 	 
	(Insert assignee’s soc. sec. or tax I.D. no.)

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







	 	 	 
	and irrevocably appoint
	 	 
	 

	 	 




to transfer this 2013 Note 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 face of this 2013
Note)






Signature Guarantee*:                                         





 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).




A-2-12









 










OPTION OF HOLDER TO ELECT PURCHASE




          If you want to elect to have this 2013 Note purchased by the Company pursuant to Section 4.10
or 4.14 of the Indenture, check the appropriate box below:




o Section 4.10               o Section 4.14




          If you want to elect to have only part of the 2013 Note purchased by the Company pursuant to
Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:




$                                        




Date:                     




	 	 	 	 	 
	 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 

	 	 	 	(Sign exactly as your name
appears on the face of this 2013
Note)






	 	 	 	 	 
	 

	 	Tax Identification No.:	 	 
	 

	 	 	 	 





Signature Guarantee*:                                         





 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).




A-2-13









 










[To be inserted for Rule 144A Global Note]




SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE




          The following exchanges of a part of this Global Note for an interest in another Global Note
or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an
interest in this Global Note, have been made:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal Amount at	 	 
	 	 	Amount of Decrease in	 	Amount of Increase in	 	Maturity	 	Signature of
	 	 	Principal Amount at	 	Principal Amount at	 	of this Global Note	 	Authorized Signatory
	 	 	Maturity	 	Maturity	 	Following such	 	of Trustee or
	Date of Exchange	 	of this Global Note	 	of this Global Note	 	decrease (or increase)	 	Custodian
	 
	 	 	 	 	 	 	 	 





[To be inserted for Regulation S Global Note]




SCHEDULE OF EXCHANGES OF REGULATION S GLOBAL NOTE




          The following exchanges of a part of this Regulation S Global Note for an interest in another
Global Note or of other Restricted Global Notes for an interest in this Regulation S Global Note,
have been made:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal Amount at	 	 
	 	 	Amount of Decrease in	 	Amount of Increase in	 	Maturity	 	Signature of
	 	 	Principal Amount at	 	Principal Amount at	 	of this Global Note	 	Authorized Signatory
	 	 	Maturity	 	Maturity	 	Following such	 	of Trustee or
	Date of Exchange	 	of this Global Note	 	of this Global Note	 	decrease (or increase)	 	Custodian
	 
	 	 	 	 	 	 	 	 





A-2-14








 







EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




Windstream Corporation

4001 Rodney Parham Road

Little Rock, Arkansas 72212-2442

Facsimile: (501) 748-7400

Attention: John Fletcher




SunTrust Bank

Corporate Trust Department

25 Park Place, 24th Floor

Atlanta, Georgia 30303

Facsimile: [(404) 588-7335]




	 	 	 	 	 
	 

	 	Re:
	 	[85/8% Senior Notes due 2016]
	 

	 	 	 	[81/8% Senior Notes due 2013]






          Reference is hereby made to the Indenture, dated as of July 17, 2006 (the “Indenture”), among
Windstream Corporation (as successor to ALLTEL Holding Corp.), a Delaware corporation, (the
“Company”), the Guarantors, and SunTrust Bank, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.




                                                   (the “Transferor”) owns and proposes to transfer the Note[s] or interest
in such Note[s] specified in Annex A hereto, in the principal amount at maturity of $                     in
such Note[s] or interests (the “Transfer”), to                                          (the “Transferee”), as
further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby
certifies that:




[CHECK ALL THAT APPLY]




     o  1. Check if Transferee will take delivery of a beneficial interest in the 144A Global Note
or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in
accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive
Note is being transferred to a Person that the Transferor reasonably believed and believes is
purchasing the beneficial interest or Definitive Note for its own account, or for one or more
accounts with respect to which such Person exercises sole investment discretion, and such Person
and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a
transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any
applicable blue sky securities laws of any state of the United States. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.



B-1









 





     o  2. Check if Transferee will take delivery of a beneficial interest in a Legended
Regulation S Global Note, or a Definitive Note pursuant to Regulation S. The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and,
accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a
person in the United States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither
such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with
a buyer in the United States, (ii) no directed selling efforts have been made in contravention of
the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Legended Regulation S Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.



     o  3. Check and complete if Transferee will take delivery of a Restricted Definitive Note
pursuant to any provision of the Securities Act other than Rule 144, Rule 144A or Regulation S.
The Transfer is being effected in compliance with the transfer restrictions applicable to
beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and
in accordance with the Securities Act and any applicable blue sky securities laws of any state of
the United States, and accordingly the Transferor hereby further certifies that (check one):



     o  (a) such Transfer is being effected to the Company or a subsidiary thereof; or



     o  (b) such Transfer is being effected to an Institutional Accredited Investor and pursuant to an
exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144
or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general
solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies
with the transfer restrictions applicable to Restricted Definitive Notes and the requirements of
the exemption claimed, which certification is supported by (1) a certificate executed by the
Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided
by the Transferor or the Transferee (a copy of which the Transferor has attached to this
certification), to the effect that such Transfer is in compliance with the Securities Act. Upon
consummation of the proposed transfer in accordance with the terms of the Indenture, the
transferred Definitive Note will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Definitive Notes and in the Indenture and the Securities
Act.



B-2









 





          4. Check if Transferee will take delivery of a beneficial interest in an Unrestricted
Global Note or of an Unrestricted Definitive Note.




     o  (a) Check if Transfer is Pursuant to Rule 144. (i) The Transfer is being effected pursuant to
and in accordance with Rule 144 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any state of
the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on
Restricted Definitive Notes and in the Indenture.



     o  (b) Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and, in the case of a transfer from a Restricted Global Note
or a Restricted Definitive Note, the Transferor hereby further certifies that (a) the Transfer is
not being made to a person in the United States and (x) at the time the buy order was originated,
the Transferee was outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows that the transaction
was prearranged with a buyer in the United States, (b) no directed selling efforts have been made
in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the
Securities Act, (c) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (d) the transfer is not being made to a U.S. Person or for
the account or benefit of a U.S. Person, and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.



     o  (c) Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected
pursuant to and in compliance with an exemption from the registration requirements of the
Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any State of
the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will not be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.



B-3









 





     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.



	 	 	 
	 

	 	Dated:                                                             
	 
	 	 
	 

	 	                                                                  
                                  
	 

	 	[Insert Name of Transferor]






	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



B-4









 






	 	 	 	 	 



ANNEX A TO CERTIFICATE OF TRANSFER





	1.	 	The Transferor owns and proposes to transfer the following:





[CHECK ONE OF (a) OR (b)]




	 	 	 	 	 
	 

	 	o      (a)
	 	a beneficial interest in the:
	 
	 	 	 	 
	 

	 	       (i)
	 	144A Global Note (CUSIP                     ); or
	 
	 	 	 	 
	 

	 	       (ii)
	 	Regulation S Global Note (CUSIP                     ); or
	 
	 	 	 	 
	 

	 	o      (b)
	 	a Restricted Definitive Note.







	2.	 	After the Transfer the Transferee will hold:





[CHECK ONE]




	 	 	 	 	 
	 

	 	o      (a)
	 	a beneficial interest in the:
	 
	 	 	 	 
	 

	 	       (i)
	 	144A Global Note (CUSIP                     ); or
	 
	 	 	 	 
	 

	 	       (ii)
	 	Regulation S Global Note (CUSIP                     ); or
	 
	 	 	 	 
	 

	 	       (iii)
	 	Unrestricted Global Note (CUSIP                     ); or
	 
	 	 	 	 
	 

	 	o      (b)
	 	a Restricted Definitive Note; or
	 
	 	 	 	 
	 

	 	o      (c)
	 	an Unrestricted Definitive Note,





in accordance with the terms of the Indenture.





B-5










 







EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE




Windstream Corporation

4001 Rodney Parham Road

Little Rock, Arkansas 72212-2442

Facsimile: (501) 748-7400

Attention: John Fletcher




SunTrust Bank

Corporate Trust Department

25 Park Place, 24th Floor

Atlanta, Georgia 30303

Facsimile: [(404) 588-7335]




	 	 	 	 	 
	 

	 	Re:
	 	[85/8% Senior Notes due 2016]
	 

	 	 	 	[81/8% Senior Notes due 2013]






          Reference is hereby made to the Indenture, dated as of July 17, 2006 (the “Indenture”), among
Windstream Corporation (as successor to ALLTEL Holding Corp.), a Delaware corporation, (the
"Company”), the Guarantors, and SunTrust Bank, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.




                                                   (the “Owner”) owns and proposes to exchange the Note[s] or interest
in such Note[s] specified herein, in the principal amount
at maturity of $__________________ in such
Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies
that:




          1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note
for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note




     o (a) Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial
interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an
equal principal amount at maturity, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in
accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii)
the restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the beneficial interest
in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.



     o(b) Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted
Definitive Note. In connection with the Exchange of the Owner’s beneficial



C-1









 




interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer,
(ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is
being acquired in compliance with any applicable blue sky securities laws of any state of the
United States.




     o (c) Check if Exchange is from Restricted Definitive Note to beneficial interest in an
Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note
for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States.



     o (d) Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In
connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive
Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue
sky securities laws of any state of the United States.



          2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes
for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes




     o (a) Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted
Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for a Restricted Definitive Note with an equal principal amount at maturity,
the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s
own account without transfer. Upon consummation of the proposed Exchange in accordance with the
terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted
Definitive Note and in the Indenture and the Securities Act.



     o (b) Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note
for a beneficial interest in the [CHECK ONE] :



C-2









 






	 	o 	 	144A Global Note, :
	 
	 	o 	 	Regulation S Global Note, :




with an equal principal amount at maturity, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and
pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue
sky securities laws of any state of the United States. Upon consummation of the proposed Exchange
in accordance with the terms of the Indenture, the beneficial interest issued will be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.




          This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.




	 	 	 	 	 	 	 
	 

	 	Dated:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[Insert Name of Transferor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






C-3









 






EXHIBIT D




FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR




Windstream Corporation

4001 Rodney Parham Road

Little Rock, Arkansas 72212-2442

Facsimile: (501) 748-7400

Attention: John Fletcher




SunTrust Bank

Corporate Trust Department

25 Park Place, 24th Floor

Atlanta, Georgia 30303

Facsimile: [(404) 588-7335]




	 	 	 	 	 
	 

	 	Re:
	 	[85/8% Senior Notes due 2016]
	 

	 	 	 	[81/8% Senior Notes due 2013]






          Reference is hereby made to the Indenture, dated as of July 17, 2006 (the “Indenture”), among
Windstream Corporation (as successor to ALLTEL Holding Corp.), a Delaware corporation, (the
“Company”), the Guarantors, and SunTrust Bank, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.




          In connection with our proposed purchase of $                                         aggregate principal amount of:





	 	(a)	o 	beneficial interest in a Global Note, or
	 
	 	(b)	o 	a Definitive Note,





          we confirm that:




          1. We understand that any subsequent transfer of the Notes or any interest therein is subject
to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be
bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except
in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended
(the “Securities Act”).




          2. We understand that the offer and sale of the Notes have not been registered under the
Securities Act, and that the Notes and any interest therein may not be offered or sold except as
permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for
which we are acting as hereinafter stated, that if we should sell the Notes or any interest
therein, we shall do so only (A) to the Company or any subsidiary thereof, (B) in accordance with
Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C)
to an institutional “accredited investor” (as defined below) that, prior to

D-1









 








such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and
to the Company a signed letter substantially in the form of this letter and an Opinion of Counsel
in form reasonably acceptable to the Company to the effect that such transfer is in compliance with
the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under
the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F)
pursuant to an effective registration statement under the Securities Act, and we further agree to
provide to any person purchasing the Definitive Note or beneficial interest in a Global Note from
us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice
advising such purchaser that resales thereof are restricted as stated herein.




          3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we
will be required to furnish to you and the Company such certifications, legal opinions and other
information as you and the Company may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.




          4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act) and have such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of our investment in the
Notes, and we and any accounts for which we are acting are each able to bear the economic risk of
our or its investment.




          5. We are acquiring the Notes or beneficial interest therein purchased by us for our own
account or for one or more accounts (each of which is an institutional “accredited investor”) as to
each of which we exercise sole investment discretion.




          The Trustee and the Company are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in any administrative or
legal proceedings or official inquiry with respect to the matters covered hereby.




	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 
	 	 	 
	 	 	 	 	[Insert Name of Accredited Investor]
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:







D-2









 









EXHIBIT E-1




FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS




          Supplemental Indenture (this “Supplemental Indenture”), dated as of                     , among                      (the “Guaranteeing Subsidiary”), a subsidiary of Windstream Corporation (as
successor to ALLTEL Holding Corp.), a Delaware corporation (or its permitted successor) (the
“Company”), and SunTrust Bank, a state bank organized under the laws of the State of Georgia (or
its permitted successor), as trustee under the Indenture referred to below (the “Trustee”).




W I T N E S S E T H




          WHEREAS, the Company and the other Guarantors party thereto have heretofore executed and
delivered to the Trustee an indenture (the “Indenture”), dated as of July 17, 2006 providing for
the issuance of the Company’s
85/8% Senior Notes due 2016 and 81/8% Senior Notes due 2013 (the
“Notes”);




          WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall, subject to Article Ten of the Indenture, unconditionally guarantee
the Notes on the terms and conditions set forth therein (the “Note Guarantee”); and




          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.




          NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company, the Guaranteeing
Subsidiary and the Trustee agree as follows for the equal and ratable benefit of the Holders of the
Notes:




          1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.




          2. Agreement to Guarantee.




          (a) Subject to Article Ten of the Indenture, the Guaranteeing Subsidiary fully and
unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and
to the Trustee and its successors and assigns, irrespective of the validity and enforceability of
the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:





   (i) the principal of, premium, if any, and interest and Additional Interest, if any, on
the Notes will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of, premium, if any, and
interest and Additional Interest, if any, on the Notes, if lawful (subject in all



E-1-1









 






cases to any applicable grace period provided herein), and all other obligations of the
Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full,
all in accordance with the terms hereof and thereof; and




   (ii) in case of any extension of time of payment or renewal of any Notes or any of such
other obligations, the same will be promptly paid in full when due in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors
shall be jointly and severally obligated to pay the same immediately. The Guaranteeing
Subsidiary agrees that this is a guarantee of payment and not a guarantee of collection.



          (b) The Guaranteeing Subsidiary hereby agrees that, to the maximum extent permitted under
applicable law, its obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce
the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce the same or any
other circumstance which might otherwise constitute a legal or equitable discharge or defense of a
Guarantor.




          (c) The Guaranteeing Subsidiary, subject to Section 6.06 of the Indenture, hereby 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 this Note Guarantee shall not be discharged
except by complete performance of the obligations contained in the Notes and the Indenture.




          (d) If any Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantors, or any custodian, trustee, liquidator or other similar official acting in
relation to any of the Company or the Guarantors, any amount paid by any of them to the Trustee or
such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.




          (e) The Guaranteeing Subsidiary agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby.




          (f) The Guaranteeing Subsidiary agrees that, as between the Guarantors, 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 of the Indenture for the purposes of the Note
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 declaration of
acceleration of such obligations as provided in Article Six of the Indenture, such obligations
(whether or not due and payable) shall forthwith become due and payable by the Guarantors for the
purpose of the Note Guarantee.




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          (g) The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of the Holders under the
Note Guarantee.




          (h) The Guaranteeing Subsidiary confirms, pursuant to Section 10.02 of the Indenture, that it
is the intention of such Guaranteeing Subsidiary that the Note Guarantee not constitute (i) a
fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to the Note Guarantee or (ii) an unlawful distribution under any applicable state law
prohibiting shareholder distributions by an insolvent subsidiary to the extent applicable to the
Note Guarantee. To effectuate the foregoing intention, the Guaranteeing Subsidiary and the Trustee
hereby irrevocably agree that the obligations of the Guaranteeing Subsidiary will be limited to the
maximum amount as will, after giving effect to all other contingent and fixed liabilities of such
Guaranteeing Subsidiary that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under Article Ten of the Indenture,
result in the obligations of the Guaranteeing Subsidiary under the Note Guarantee not constituting
a fraudulent transfer or conveyance or such an unlawful shareholder distribution.




          3. Execution and Delivery. The Guaranteeing Subsidiary agrees that the Note Guarantee
shall remain in full force and effect notwithstanding any failure to endorse on each Note a
notation of the Note Guarantee.




          4. Guaranteeing Subsidiary May Consolidate, Etc., on Certain Terms. The Guaranteeing
Subsidiary may not sell or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into, any Person other than as set forth in Section 10.04 of the
Indenture.




          5. Release. The Guaranteeing Subsidiary’s Note Guarantee shall be released as set
forth in Section 10.05 of the Indenture.




          6. No Recourse Against Others. Pursuant to Section 12.07 of the Indenture, no
director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have
any liability for any obligations of the Guaranteeing Subsidiary under the Notes, the Indenture,
this Supplemental Indenture, the Note Guarantees or for any claim based on, in respect of, or by
reason of, such obligations or their creation. This waiver and release are part of the
consideration for the Note Guarantee.




          7. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.




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




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          9. Effect of Headings. The Section headings herein are for convenience only and shall
not affect the construction hereof.




          10. Trustee. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and
the Company.




[SIGNATURE PAGE FOLLOWS]




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



	 	 	 	 	 
	 	[NAME OF GUARANTEEING SUBSIDIARY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	WINDSTREAM CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	SUNTRUST BANK, AS TRUSTEE

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



E-1-5









 






	 	 	 	 	 



EXHIBIT E-2




FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY WINDSTREAM CORPORATION

AND ITS SUBSIDIARIES UPON CONSUMMATION OF THE MERGER




          Supplemental Indenture (this “Supplemental Indenture”), dated as of                     , among
Windstream Corporation (as the surviving entity of the Merger referred to below), a Delaware
corporation (or its permitted successor) (the “Company”), the Company’s subsidiaries identified as
“Guaranteeing Subsidiaries” on the signature pages hereto (the “Guaranteeing Subsidiaries” and
each, a “Guaranteeing Subsidiary”), and SunTrust Bank, a state bank organized under the laws of the
State of Georgia (or its permitted successor), as trustee under the Indenture referred to below
(the “Trustee”).




W I T N E S S E T H




          WHEREAS, ALLTEL Holding Corp. (the “Original Issuer”) and the other Guarantors party thereto
have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of
July 17, 2006 providing for the issuance of
85/8% Senior Notes due 2016 and 81/8% Senior Notes due 2013
(the “Notes”);




          WHEREAS, the Original Issuer, ALLTEL Corporation and Valor Communications Group, Inc.
(“Valor”) have entered into an Agreement and Plan of Merger dated as of December 8, 2005, as
amended (the “Merger Agreement”) pursuant to which the Original Issuer has merged with and into
Valor, with the surviving entity changing its name to “Windstream Corporation” (the “Merger”);




          WHEREAS, Article Five of the Indenture prohibits the consummation of the Merger unless the
requirements, restrictions and conditions set forth in such Article Five are satisfied, including
the requirements that the Company expressly assumes the obligations of the Original Issuer under
the Indenture and the Notes and that each of the Guaranteeing Subsidiaries who are parties to the
Indenture (the “Existing Guaranteeing Subsidiary”) confirms that its Note Guarantee shall apply to
the obligations of the Company in accordance with the Notes and the Indenture;




          WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries
who are not already parties to the Indenture (the “New Guaranteeing Subsidiaries” and each, a “New
Guaranteeing Subsidiary”) shall execute and deliver to the Trustee a supplemental indenture
pursuant to which such New Guaranteeing Subsidiaries shall, subject to Article Ten of the
Indenture, unconditionally guarantee the Notes on the terms and conditions set forth therein (the
“Note Guarantee”); and




          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.




          NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company, the




E-2-1









 








Guaranteeing Subsidiaries and the Trustee agree as follows for the equal and ratable benefit
of the Holders of the Notes:




          1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.




          2. Company’s Agreement to Assume Obligations.




          The Company hereby expressly assumes the due and punctual payment of the principal of,
premium, if any, and interest and Additional Interest, if any, on the Notes, and the performance
and observance of each and every covenant and condition of the Indenture and the Notes on the part
of the Company to be performed or observed, to the same extent as if the Company has been named as
the “Company” in the Indenture. All references in the Indenture and the Notes to the “Company”
shall hereafter refer to the Company and its successors.




          2. New Guaranteeing Subsidiaries’ Agreement to Guarantee.




          (a) Subject to Article Ten of the Indenture, each New Guaranteeing Subsidiary fully and
unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and
to the Trustee and its successors and assigns, irrespective of the validity and enforceability of
the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:






     (i) the principal of, premium, if any, and interest and Additional Interest, if any, on
the Notes will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of, premium, if any, and
interest and Additional Interest, if any, on the Notes, if lawful (subject in all cases to
any applicable grace period provided herein), and all other obligations of the Company to
the Holders or the Trustee hereunder or thereunder will be promptly paid in full, all in
accordance with the terms hereof and thereof; and




     (ii) in case of any extension of time of payment or renewal of any Notes or any of such
other obligations, the same will be promptly paid in full when due in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors
shall be jointly and severally obligated to pay the same immediately. Each New Guaranteeing
Subsidiary agrees that this is a guarantee of payment and not a guarantee of collection.



          (b) Each New Guaranteeing Subsidiary hereby agrees that, to the maximum extent permitted under
applicable law, its obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce
the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce the same or any
other circumstance which might otherwise constitute a legal or equitable discharge or defense of a
Guarantor.




E-2-2









 








          (c) Each New Guaranteeing Subsidiary, subject to Section 6.06 of the Indenture, hereby 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 this Note Guarantee shall not be discharged
except by complete performance of the obligations contained in the Notes and the Indenture.




          (d) If any Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantors, or any custodian, trustee, liquidator or other similar official acting in
relation to any of the Company or the Guarantors, any amount paid by any of them to the Trustee or
such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.




          (e) Each New Guaranteeing Subsidiary agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby.




          (f) Each New Guaranteeing Subsidiary agrees that, as between the Guarantors, 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 of the Indenture for the purposes of the Note
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 declaration of
acceleration of such obligations as provided in Article Six of the Indenture, such obligations
(whether or not due and payable) shall forthwith become due and payable by the Guarantors for the
purpose of the Note Guarantee.




          (g) Each New Guaranteeing Subsidiary shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the rights of the
Holders under the Note Guarantee.




          (h) Each New Guaranteeing Subsidiary confirms, pursuant to Section 10.02 of the Indenture,
that it is the intention of such New Guaranteeing Subsidiary that the Note Guarantee not constitute
a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to the Note Guarantee. To effectuate the foregoing intention, each New
Guaranteeing Subsidiary and the Trustee hereby irrevocably agree that the obligations of such New
Guaranteeing Subsidiary will be limited to the maximum amount as will, after giving effect to all
other contingent and fixed liabilities of such New Guaranteeing Subsidiary that are relevant under
such laws, and after giving effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under Article Ten of the Indenture, result in the obligations of such New Guaranteeing
Subsidiary under the Note Guarantee not constituting a fraudulent transfer or conveyance.




          3. Existing Guaranteeing Subsidiaries’ Confirmation of Their Note Guarantees. Each
Existing Guaranteeing Subsidiary hereby confirms that its Note Guarantee shall apply to the
obligations of the Company in accordance with the Notes and the Indenture.




E-2-3









 








          4. Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Note
Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note
a notation of the Note Guarantee.




          5. Guaranteeing Subsidiary May Consolidate, Etc., on Certain Terms. None of the
Guaranteeing Subsidiaries may sell or otherwise dispose of all or substantially all of its assets
to, or consolidate with or merge with or into, any Person other than as set forth in Section 10.04
of the Indenture.




          6. Release. Each Guaranteeing Subsidiary’s Note Guarantee shall be released as set
forth in Section 10.05 of the Indenture.




          7. No Recourse Against Others. Pursuant to Section 12.07 of the Indenture, no
director, officer, employee, incorporator or stockholder of each Guaranteeing Subsidiary shall have
any liability for any obligations of such Guaranteeing Subsidiary under the Notes, the Indenture,
this Supplemental Indenture, the Note Guarantees or for any claim based on, in respect of, or by
reason of, such obligations or their creation. This waiver and release are part of the
consideration for the Note Guarantee.




          8. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.




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




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




          11. Trustee. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries
and the Company.




[SIGNATURE PAGE FOLLOWS]




E-2-4









 








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




	 	 	 	 	 
	 	WINDSTREAM CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 
	 

	 	GUARANTEEING SUBSIDIARIES:
	 
	 	 
	 

	 	WINDSTREAM HOLDING OF THE MIDWEST, INC.
	 

	 	WINDSTREAM NETWORK SERVICES OF THE MIDWEST, INC.
	 

	 	WINDSTREAM YELLOW PAGES, INC.
	 

	 	WINDSTREAM LISTING MANAGEMENT, INC.
	 

	 	WINDSTREAM SUPPLY, INC.
	 

	 	TELEVIEW, INC.
	 

	 	WINDSTREAM ALABAMA, INC.
	 

	 	WINDSTREAM ARKANSAS, INC.
	 

	 	WINDSTREAM OKLAHOMA, INC.
	 

	 	OKLAHOMA WINDSTREAM, INC.
	 

	 	WINDSTREAM SOUTH CAROLINA, INC.
	 

	 	WINDSTREAM SUGAR LAND, INC.
	 

	 	TEXAS WINDSTREAM, INC.
	 

	 	SOUTHWEST ENHANCED NETWORK SERVICES, LP
	 

	 	VALOR TELECOMMUNICATIONS CORPORATE GROUP, LP
	 

	 	VALOR TELECOMMUNICATIONS ENTERPRISES FINANCE CORP.
	 

	 	VALOR TELECOMMUNICATIONS ENTERPRISES, LLC
	 

	 	VALOR TELECOMMUNICATIONS ENTERPRISES II, LLC
	 

	 	VALOR TELECOMMUNICATIONS EQUIPMENT, LP
	 

	 	VALOR TELECOMMUNICATIONS INVESTMENTS, LLC
	 

	 	VALOR TELECOMMUNICATIONS LD, LP
	 

	 	VALOR TELECOMMUNICATIONS, LLC






E-2-5









 






	 	 	 
	 

	 	VALOR TELECOMMUNICATIONS OF TEXAS., LP
	 

	 	VALOR TELECOMMUNICATIONS SERVICES, LP
	 

	 	VALOR TELECOMMUNICATIONS SOUTHWEST, LLC
	 

	 	VALOR TELECOMMUNICATIONS SOUTHWEST II, LLC
	 

	 	ADVANCED TEL-COM SYSTEMS, L.P.
	 

	 	KERRVILLE CELLULAR HOLDINGS, LLC
	 

	 	KERRVILLE CELLULAR, L.P.
	 

	 	KERRVILLE CELLULAR MANAGEMENT, LLC
	 

	 	KERRVILLE COMMUNICATIONS CORPORATION
	 

	 	KERRVILLE COMMUNICATIONS ENTERPRISES, LLC.
	 

	 	KERRVILLE COMMUNICATIONS MANAGEMENT, LLC
	 

	 	KERRVILLE MOBILE HOLDINGS, INC.
	 

	 	KERRVILLE TELEPHONE, L.P.
	 

	 	KERRVILLE WIRELESS HOLDINGS LIMITED PARTNERSHIP
	 

	 	WESTERN ACCESS SERVICES, LLC
	 

	 	WESTERN ACCESS SERVICES OF ARIZONA, LLC
	 

	 	WESTERN ACCESS SERVICES OF ARKANSAS, LLC
	 

	 	WESTERN ACCESS SERVICES OF COLORADO, LLC
	 

	 	WESTERN ACCESS SERVICES OF NEW MEXICO, LLC
	 

	 	WESTERN ACCESS SERVICES OF OKLAHOMA, LLC
	 

	 	WESTERN ACCESS SERVICES OF TEXAS, L.P.
	 

	 	KCC TELCOM, L.P.
	 

	 	DCS HOLDING CO.
	 

	 	ECS HOLDING CO.
	 

	 	KCS HOLDING CO.
	 

	 	SCD SHARING PARTNERSHIP, L.P.
	 

	 	SCE SHARING PARTNERSHIP, L.P.






	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



E-2-6









 






	 	 	 	 	 



	 	 	 	 	 
	 	SUNTRUST BANK, AS TRUSTEE

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




E-2-7