Exhibit 4.2


 


SEA
CONTAINERS LTD.,


Issuer,


 


and


 


THE BANK OF NEW
YORK,


Trustee


 












 


INDENTURE


 


Dated as of
               
, 2003


 












 


$
            


 


12 1/2%
Senior Notes


 


due 2009


 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE ONE

  DEFINITIONS AND OTHER PROVISIONS
  OF GENERAL APPLICATION

  
	
   

  
	
  Section 101.

  	
  Definitions

  
	
  Section 102.

  	
  Other Definitions

  
	
  Section 103.

  	
  Compliance Certificates and Opinions

  
	
  Section 104.

  	
  Form of Documents Delivered to Trustee

  
	
  Section 105.

  	
  Acts of Holders

  
	
  Section 106.

  	
  Notices, Etc., to Trustee and Company

  
	
  Section 107.

  	
  Notices to Holders; Waiver

  
	
  Section 108.

  	
  Conflict of any Provision of Indenture with
  Trust Indenture Act

  
	
  Section 109.

  	
  Effect of Headings and Table of Contents

  
	
  Section 110.

  	
  Successors and Assigns

  
	
  Section 111.

  	
  Separability Clause

  
	
  Section 112.

  	
  Benefits of Indenture

  
	
  Section 113.

  	
  Governing Law

  
	
  Section 114.

  	
  Legal Holidays

  
	
  Section 115.

  	
  Consent to Jurisdiction and Service of
  Process, Waiver of Jury Trial

  
	
  Section 116.

  	
  Conversion of Currency

  
	
  Section 117.

  	
  No Recourse Against Others

  
	
   

  	
   

  
	
  ARTICLE TWO

  SENIOR NOTE FORMS

  
	
   

  	
   

  
	
  Section 201.

  	
  Forms Generally

  
	
  Section 202.

  	
  Securities Issuable in Global Form

  
	
   

  	
   

  
	
  ARTICLE THREE

  THE SENIOR NOTES

  
	
   

  	
   

  
	
  Section 301.

  	
  Title and Terms

  
	
  Section 302.

  	
  Denominations

  
	
  Section 303.

  	
  Execution, Authentication, Delivery and
  Dating

  
	
  Section 304.

  	
  Temporary Senior Notes

  
	
  Section 305.

  	
  Registration; Registration of Transfer and
  Exchange

  
	
  Section 306.

  	
  Mutilated, Destroyed, Lost and Stolen
  Senior Notes

  
	
  Section 307.

  	
  Payment of Interest; Interest Rights
  Preserved

  
	
  Section 308.

  	
  Persons Deemed Owners

  
	
  Section 309.

  	
  Cancellation

  
	
  Section 310.

  	
  Computation of Interest

  
	
  Section 311.

  	
  CUSIP and CINS Numbers

  
	
   

  	
   

  
	
  ARTICLE FOUR

  SATISFACTION AND DISCHARGE

  
	
   

  	
   

  
	
  Section 401.

  	
  Satisfaction and Discharge of Indenture

  
	
  Section 402.

  	
  Application of Trust Money

  
	
   

  	
   

  
	
  ARTICLE FIVE

  REMEDIES

  
	
   

  	
   

  
	
  Section 501.

  	
  Events of Default

  
	
  Section 502.

  	
  Acceleration of Maturity; Rescission

  



 


i

















 


	
  Section 503.

  	
  Collection of Indebtedness and Suits for
  Enforcement by Trustee

  
	
  Section 504.

  	
  Trustee May File Proofs of Claim

  
	
  Section 505.

  	
  Trustee May Enforce Claims Without
  Possession of Senior Notes

  
	
  Section 506.

  	
  Application of Money Collected

  
	
  Section 507.

  	
  Limitation on Suits

  
	
  Section 508.

  	
  Unconditional Right of Holders to Receive
  Principal, Premium and Interest

  
	
  Section 509.

  	
  Restoration of Rights and Remedies

  
	
  Section 510.

  	
  Rights and Remedies Cumulative

  
	
  Section 511.

  	
  Delay or Omission Not Waiver

  
	
  Section 512.

  	
  Control by Holders

  
	
  Section 513.

  	
  Waiver of Past Defaults

  
	
  Section 514.

  	
  Undertaking for Costs

  
	
  Section 515.

  	
  Waiver of Stay, Extension or Usury Laws

  
	
   

  	
   

  
	
  ARTICLE SIX

  THE TRUSTEE

  
	
   

  	
   

  
	
  Section 601.

  	
  Notice of Defaults

  
	
  Section 602.

  	
  Certain Rights of Trustee

  
	
  Section 603.

  	
  Not Responsible for Recitals or Issuance of
  Senior Notes

  
	
  Section 604.

  	
  May Hold Senior Notes

  
	
  Section 605.

  	
  Money Held in Trust

  
	
  Section 606.

  	
  Compensation and Reimbursement

  
	
  Section 607.

  	
  Conflicting Interests

  
	
  Section 608.

  	
  Corporate Trustee Required; Eligibility

  
	
  Section 609.

  	
  Resignation and Removal; Appointment of
  Successor

  
	
  Section 610.

  	
  Acceptance of Appointment by Successor

  
	
  Section 611.

  	
  Merger, Conversion, Consolidation or
  Succession to Business

  
	
  Section 612.

  	
  Preferential Collection of Claims Against
  Company

  
	
   

  	
   

  
	
  ARTICLE SEVEN

  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

  
	
   

  	
   

  
	
  Section 701.

  	
  Disclosure of Names and Addresses of Holders

  
	
  Section 702.

  	
  Reports by Trustee

  
	
  Section 703.

  	
  Reports by Company

  
	
   

  	
   

  
	
  ARTICLE EIGHT

  CONSOLIDATION, MERGER,
  CONVEYANCE, TRANSFER OR LEASE

  
	
   

  	
   

  
	
  Section 801.

  	
  Company May Consolidate, Etc., Only on
  Certain Terms

  
	
  Section 802.

  	
  Successor Substituted

  
	
   

  	
   

  
	
  ARTICLE NINE

  SUPPLEMENTAL INDENTURES

  
	
   

  	
   

  
	
  Section 901.

  	
  Supplemental Indentures Without Consent of
  Holders

  
	
  Section 902.

  	
  Supplemental Indentures With Consent of
  Holders

  
	
  Section 903.

  	
  Execution of Supplemental Indentures

  
	
  Section 904.

  	
  Effect of Supplemental Indentures

  
	
  Section 905.

  	
  Conformity with Trust Indenture Act

  
	
  Section 906.

  	
  Reference in Senior Notes to Supplemental
  Indentures

  



 


ii

















 


	
  ARTICLE TEN

  COVENANTS

  
	
   

  	
   

  
	
  Section 1001.

  	
  Payment of Principal, Premium, Interest and
  Additional Amounts

  
	
  Section 1002.

  	
  Maintenance of Office or Agency

  
	
  Section 1003.

  	
  Money for Senior Note Payments to Be Held
  in Trust; Designation of Paying Agent

  
	
  Section 1004.

  	
  Corporate Existence

  
	
  Section 1005.

  	
  Payment of Taxes and Other Claims

  
	
  Section 1006.

  	
  Maintenance of Properties

  
	
  Section 1007.

  	
  Limitation on Indebtedness

  
	
  Section 1008.

  	
  Limitation on Restricted Payments

  
	
  Section 1009.

  	
  Transactions with Affiliates

  
	
  Section 1010.

  	
  Restriction on Preferred Shares of
  Subsidiaries

  
	
  Section 1011.

  	
  Limitation on Dividends and Other Payment
  Restrictions Affecting Subsidiaries

  
	
  Section 1012.

  	
  Purchase of Senior Notes upon Change of
  Control

  
	
  Section 1013.

  	
  Disposition of Proceeds of Asset Sales

  
	
  Section 1014.

  	
  Conduct of Business

  
	
  Section 1015.

  	
  Maintenance of Consolidated Tangible Net
  Worth

  
	
  Section 1016.

  	
  Statement as to Compliance; Notice of
  Default; Reporting Requirements

  
	
  Section 1017.

  	
  Waiver of Certain Covenants

  
	
  Section 1018.

  	
  Termination of Certain Covenants

  
	
   

  	
   

  
	
  ARTICLE ELEVEN

  REDEMPTION OF SENIOR NOTES

  
	
   

  	
   

  
	
  Section 1101.

  	
  Right of Redemption; Optional Tax
  Redemption

  
	
  Section 1102.

  	
  Applicability of Article

  
	
  Section 1103.

  	
  Election to Redeem; Notice to Trustee

  
	
  Section 1104.

  	
  Selection by Trustee of Senior Notes to Be
  Redeemed

  
	
  Section 1105.

  	
  Notice of Redemption

  
	
  Section 1106.

  	
  Deposit of Redemption Price

  
	
  Section 1107.

  	
  Senior Notes Payable on Redemption Date

  
	
  Section 1108.

  	
  Senior Notes Redeemed in Part

  
	
   

  	
   

  
	
  ARTICLE TWELVE

  DEFEASANCE

  
	
   

  	
   

  
	
  Section 1201.

  	
  Defeasance and Discharge

  
	
  Section 1202.

  	
  Conditions to Defeasance

  
	
  Section 1203.

  	
  Defeasance of Certain Obligations

  
	
  Section 1204.

  	
  Deposited Money and U.S. Government
  Obligations to Be Held in Trust; Other Miscellaneous Provisions

  
	
  Section 1205.

  	
  Reinstatement

  
	
  Exhibit A—

  	
  Form of Senior Note

  



 


iii

















 


Reconciliation
and tie between Trust Indenture Act


of 1939 and
This Indenture(1)


 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture  Section

  
	
   

  	
   

  	
   

  	
   

  
	
  § 310

  	
  (a)(1)

  	
   

  	
  608

  
	
   

  	
  (a)(2)

  	
   

  	
  608

  
	
   

  	
  (b)

  	
   

  	
  607, 609

  
	
  § 312

  	
  (c)

  	
   

  	
  701

  
	
  § 314

  	
  (a)

  	
   

  	
  703

  
	
   

  	
  (a)(4)

  	
   

  	
  1014

  
	
   

  	
  (c)(1)

  	
   

  	
  103

  
	
   

  	
  (c)(2)

  	
   

  	
  103

  
	
   

  	
  (e)

  	
   

  	
  103

  
	
  § 315

  	
  (b)

  	
   

  	
  601

  
	
  § 316

  	
  (a)(last sentence)

  	
   

  	
  101

  (“Outstanding”)

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  502, 512

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  513

  
	
   

  	
  (b)

  	
   

  	
  508

  
	
   

  	
  (c)

  	
   

  	
  105

  
	
  § 317

  	
  (a)(1)

  	
   

  	
  503

  
	
   

  	
  (a)(2)

  	
   

  	
  504

  
	
  § 318

  	
  (a)

  	
   

  	
  108

  
	
   

  	
   

  	
   

  	
   

  



 












(1)                                  This reconciliation and tie shall not, for any
purpose, be deemed to be part of the Indenture.


 


iv

















 


INDENTURE, dated as of
                    ,
2003, between SEA CONTAINERS LTD., a company limited by shares
incorporated in the Islands of Bermuda under the Companies (Incorporation by
Registration) Act 1970 (hereinafter called the “Company”), and THE BANK OF NEW
YORK, a New York banking corporation, trustee (hereinafter called the
“Trustee”).


 


RECITALS OF THE
COMPANY


 


The Company has duly authorized
the creation of and issuance of 12 1/2% Senior Notes due
2009 (herein called the “Senior Notes”) of substantially the tenor and amount
hereinafter set forth, and to provide therefor the Company has duly authorized
the execution and delivery of this Indenture.


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE
WITNESSETH:


 


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


 


ARTICLE ONE


 


DEFINITIONS AND
OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 101.  Definitions.


 


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


 


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


 


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


 


(c)                                  all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with Generally Accepted
Accounting Principles;


 


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


 


Certain terms, used principally
in Articles Five and Ten, are defined in those Articles.


 


“Additional Amounts” has the
meaning set forth in Section 1001(b).


 


“Affiliate” means (i) any
Person directly or indirectly controlling or controlled by, or under direct or
indirect common control with, the Company, (ii) each executive officer or
director of the Company, (iii) any spouse, immediate family member or
other relative who has the same principal residence as any Person described in
clause (i) or (ii) above, (iv) any trust in which any such
Persons described in clauses (i) through (iii) above have a
substantial beneficial interest and (v) any corporation or other
organization of which any such Persons described in clauses (i) through
(iv) above collectively own more than 50% of the equity of such entity.
For purposes of this definition, beneficial ownership of 10% or more of voting
common equity (on a fully diluted basis) or warrants to purchase such equity
(whether or not currently exercisable) of a Person shall be deemed to be
control of such Person.


 

















 


“Agent Members” has the meaning
set forth in Section 305.


 


“Asset Acquisition” means
(i) any capital contribution (by means of transfers of cash or other
property to others or payments for property or services for the account or use
of others, or otherwise), or purchase or acquisition of Capital Stock, by the
Company or any Subsidiary of the Company in any other Person, in either case,
pursuant to which such Person shall become a Subsidiary or shall be merged with
or into the Company or any Subsidiary or (ii) any acquisition by the
Company or any Subsidiary of the Company of the assets of any Person which
constitute substantially all of an operating unit or business of such Person,
provided no such capital contribution or purchase or acquisition of Capital
Stock or acquisition of assets shall constitute an “Asset Acquisition” unless
financial statements (including, without limitation, an income statement,
balance sheet and statement of cash flows) prepared and audited by accountants
nationally recognized in the relevant country in accordance with the relevant
accounting principles with respect to such Person, operating unit or business,
are delivered to the Trustee.


 


“Asset Sale” means any sale,
issuance, conveyance, transfer, lease or other disposition (including, without
limitation, by way of merger, consolidation or sale-leaseback) to any Person
other than the Company or a Subsidiary of the Company, in one or a series of
related transactions, of (a) any Capital Stock of any Subsidiary of the
Company; (b) all or substantially all of the properties and assets of any
division or line of business of the Company or any Subsidiary of the Company;
or (c) any other properties or assets of the Company or any Subsidiary of
the Company other than, in the case of this clause (c), the disposition of
such properties or assets in the ordinary course of business.


 


“Average Life to Stated
Maturity” means, as of the date of determination, with respect to any
Indebtedness, the quotient obtained by dividing (i) the sum of the
products of (a) the number of years from the date of determination to the
date or dates of each successive scheduled principal payment of such
Indebtedness (including scheduled redemption and similar payments with respect
to Redeemable Capital Stock) multiplied by (b) the amount of each such
principal (or redemption or similar) payment by (ii) the sum of all such
principal (or redemption or similar) payments.


 


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


 


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


 


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


 


“Capital Lease Obligation” of
any Person means any obligations (including, without limitation, for the
payment of rent, hire or other remuneration) of such Person and its
Subsidiaries on a consolidated basis under any leases, charter parties or other
arrangements conveying the right to use any property (whether real, personal or
mixed) which, in accordance with GAAP, is required to be recorded as a
capitalized lease obligation.


 


“Capital Stock” of any Person
means any and all shares, interests, participations, or other equivalents
(however designated) of such Person’s capital stock whether now outstanding or
issued after the date of this Indenture.


 


“Cash Equivalents” means
(a) securities issued or directly and fully guaranteed or insured by the
United States, the United Kingdom or other governments whose securities are
readily marketable in London or New York City or any agency or instrumentality
thereof (provided that the full faith and credit of such government is pledged
in support thereof) having maturities of not more than one year


 


2

















 


from the date of acquisition
and having the highest rating from either of Standard & Poor’s Credit
Market Services, a division of the McGraw-Hill Companies, or Moody’s Investors
Service, Inc., (b) time deposits, certificates of deposit and bankers’
acceptances issued in London or in New York City by any commercial bank, or any
subsidiary or branch thereof, which bank is of recognized standing and has, on
a consolidated basis, capital, surplus and undivided profits in excess of
$300,000,000 or a Moody’s Bank Credit Service rating for short-term bank
deposits of at least P-2, with maturities of not more than one year from the
date of acquisition by such Person, (c) repurchase obligations with a term
of not more than 90 days for underlying securities of the types described
in clause (a) above entered into with any bank meeting the qualifications
specified in clause (b) above, (d) commercial paper issued by any
Person and having one of the top two investment ratings from either Standard &
Poor’s Credit Market Services, a division of the McGraw-Hill Companies, or
Moody’s Investors Service, Inc. and in each case maturing not more than
270 days after the date of acquisition by such Person and
(e) investments in money market funds substantially all of whose assets
are comprised of securities of the types described in clauses (a) through
(d) above.


 


“Cash Flow Coverage Ratio” for
any Reference Period means the ratio of (a) SCL’s Consolidated Cash Flow
for such Reference Period to (b) SCL’s Consolidated Fixed Charges for such
Reference Period; provided that for purposes of calculating SCL’s Consolidated
Fixed Charges, (x) Consolidated Interest Expense shall be SCL’s actual
Consolidated Interest Expense during such Reference Period, adjusted by (A) increasing
such actual Consolidated Interest Expense by the amount attributable to new
Indebtedness Incurred at any time from the beginning of such Reference Period
through the Transaction Date, on a pro forma basis as if such Indebtedness had
been Incurred on the first day of such Reference Period and had been
outstanding during all such Reference Period; and (B) decreasing such
actual Consolidated Interest Expense by the amount attributable to any
Indebtedness repaid at any time from the beginning of such Reference Period
through the Transaction Date, on a pro forma basis as if such Indebtedness had
been repaid on the first day of such Reference Period and had been repaid
during all such Reference Period; and (y) the aggregate amount of cash
dividends and other distributions paid or accrued on Included Stock shall be
the amount actually paid and accrued during such Reference Period, adjusted by
(A) increasing such actual amount by the amount attributable to new
Included Stock issued at any time from the beginning of such Reference Period
to the Transaction Date, on a pro forma basis as if such Included Stock had
been issued on the first day of such Reference Period and had been outstanding
during all such Reference Period; and (B) decreasing such actual amount by
the amount attributable to any Included Stock repaid, redeemed or acquired or
converted into Capital Stock (other than Redeemable Capital Stock) at any time
from the beginning of such Reference Period through the Transaction Date, on a
pro forma basis as if such Included Stock had been repaid, redeemed or acquired
or converted into Capital Stock (other than Redeemable Capital Stock) on the
first day of such Reference Period and had been repaid, redeemed or acquired or
converted into Capital Stock (other than Redeemable Capital Stock) during all
such Reference Period. “Consolidated Cash Flow” and “Consolidated Fixed
Charges” shall be calculated after giving effect on a pro forma basis for such
period to any Asset Sales or Asset Acquisitions occurring during the period
commencing on the first day of such period to and including the Transaction
Date, as if such Asset Sale or Asset Acquisition had occurred on the first day
of such period.


 


“Change of Control” means the
occurrence of any of the following events: (a) any “person” or “group” (as
such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other
than Permitted Holders, is or becomes the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall
be deemed to have “beneficial ownership” of all securities that such person has
the right to acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of more than 33 1/3%
of the aggregate voting power of all classes of Voting Stock of the Company;
(b) the Company amalgamates or consolidates with, or merges with or into,
another Person or sells, assigns, conveys, transfers, leases or otherwise
disposes of all or substantially all of its assets to any Person, or any Person
amalgamates or consolidates with, or merges


 


3

















 


with or into, the Company, in
any such event pursuant to a transaction in which the outstanding Voting Stock
of all classes of the Company is converted into or exchanged for cash,
securities or other property, other than any such transaction where
(i) the outstanding Voting Stock of each class of the Company is converted
into or exchanged for (1) Voting Stock (other than Redeemable Capital Stock)
of the surviving or transferee company or corporation or (2) cash,
securities and other property in an amount which could be paid by the Company
as a Restricted Payment under this Indenture and (ii) the holders of each
class of the Voting Stock of the Company immediately prior to such transaction
own, directly or indirectly, not less than a majority of each class of the
Voting Stock of the surviving or transferee company or corporation immediately
after such transaction; (c) at any time, individuals who constituted the
Board of Directors on the date of this Indenture (together with any new
directors whose election by such Board of Directors or whose nomination for
election by the shareholders of the Company was approved by a vote of 66 2/3%
of the directors then still in office who were either directors on the date of
this Indenture or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of
Directors then in office; or (d) any order, judgment or decree shall be
entered against the Company decreeing the dissolution or liquidation of the
Company and shall not be discharged for a period in excess of 60 days
after the date on which any period for appeal has expired and during which a stay
of enforcement of such judgment, order or decree has not been in effect.


 


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


 


“Company” means the Person named
as the “Company” in the first paragraph of this instrument, until a successor
Person shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Company” shall mean such successor Person. To the
extent necessary to comply with the requirements of the provisions of Sections
310 through 317 of the Trust Indenture Act as they are applicable to the
Company, the term “Company” shall include any other obligor with respect to the
Senior Notes for the purposes of complying with such provisions.


 


“Company Order” or “Company
Request” means a written request or order signed in the name of the Company
(i) by its President, any Executive Vice President, any Senior Vice
President, or any Vice President and (ii) by its Secretary or any
Assistant Secretary and delivered to the Trustee; provided, however, that such written request or order may be
signed by any two of the officers listed in clause (i) above in lieu of
being signed by one of such officers listed in such clause (i) and one of
the officers listed in clause (ii) above.


 


“Consolidated Cash Flow” with
respect to any period means Consolidated Net Income plus, to the extent the
following were deducted in determining Consolidated Net Income,
(i) Consolidated Interest Expense, (ii) federal, state, local and
foreign income taxes and (iii) depreciation, amortization and other
non-cash charges for such period (taken as one accounting period).


 


“Consolidated Fixed Charges”
with respect to any period means the aggregate amount of Consolidated Interest
Expense, any capitalized interest, and the aggregate amount of cash dividends
and other distributions paid or accrued on Included Stock, in each case during
such period.


 


“Consolidated Interest Expense”
means, with respect to any period, without duplication, the sum of (i) the
interest expense of a Person and its Subsidiaries for such period as determined
in accordance with GAAP, including, without limitation, (a) any
amortization of debt discount, (b) the net cost under Interest Rate
Agreements (including any amortization of discounts), (c) the interest
portion of any deferred payment obligation, (d) all commissions, discounts
and other fees and charges owed with respect to letters of credit and bankers’
acceptance financing and (e) all accrued interest and (ii) the
interest component of Capital Lease Obligations paid, accrued and/or scheduled
to be paid or accrued


 


4

















 


by such Person and its
Subsidiaries during such period, as determined in accordance with GAAP.
Furthermore, in calculating “Consolidated Interest Expense”, (i) interest
on outstanding Indebtedness determined on a fluctuating basis as of the
Transaction Date and which will continue to be so determined thereafter shall
be deemed to have accrued at a fixed rate per
annum equal to the rate of interest on such Indebtedness in effect
on the Transaction Date; (ii) if interest on any Indebtedness actually
Incurred on the Transaction Date may optionally be determined at an interest
rate based upon a factor of a prime or similar rate, a eurocurrency interbank
offered rate, or other rates, then the interest rate in effect on the
Transaction Date will be deemed to have been in effect during the period; and
(iii) notwithstanding clauses (i) and (ii) above, interest on
Indebtedness determined on a fluctuating basis, to the extent such interest is
covered by agreements relating to Interest Rate Agreements, shall be deemed to
have accrued at the rate per annum
resulting after giving effect to the operation of such agreements. If such
Person or any of its Subsidiaries directly or indirectly guarantees
Indebtedness of a third Person, the above clause shall give effect to the
Incurrence of such guaranteed Indebtedness as if such Person or such Subsidiary
had directly Incurred or otherwise assumed such guaranteed Indebtedness; provided that no effect shall be given to
any such Guaranty of Indebtedness Incurred prior to the date of this Indenture,
except that any interest actually paid by the Company or any Subsidiary
pursuant to any such Guaranty during the period in question shall be included
in computing SCL’s Consolidated Interest Expense for such period.


 


“Consolidated Net Income” with
respect to any period means the consolidated net income (loss), before
dividends on Preferred Shares, for such period of the Company and its
Subsidiaries (after deducting net income attributable to minority interests in
Subsidiaries of the Company) but without giving effect to any extraordinary
gain or loss or gains or losses from sales of assets (other than from sales of
assets determined by the Board of Directors to be in the ordinary course of
business), provided there should
be excluded (i) for purposes of the covenant contained in
Section 1007 hereof, but not for purposes of the covenant contained in
Section 1008 hereof, the net income of any Person (other than a
Subsidiary) in which the Company or any of its consolidated Subsidiaries has an
interest with a third party except to the extent of the amount of dividends or
distributions actually paid to the Company or a Subsidiary during such period,
(ii) for purposes of the covenant contained in Section 1008 hereof,
but not for purposes of the covenant contained in Section 1007 hereof,
except to the extent of the amount of dividends or distributions actually paid
to the Company or one of its Subsidiaries by such Person, the net income of any
Person during such period accrued prior to the date it becomes a Subsidiary of
the Company or is merged into or consolidated with the Company or any of its
Subsidiaries or that Person’s assets are acquired by the Company or any of its
Subsidiaries and (iii) the amount of net income (if positive) of any
Subsidiary which, as a result of the operation of the terms of its charter or
any agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to the Subsidiary, could not be distributed by such
Subsidiary to the Company through the paying, making or repaying of dividends
or similar distributions, inter–company loans or advances or management
and similar fees.


 


“Consolidated Net Income
Available for Restricted Payments” with respect to any period means the
Consolidated Net Income for such period less dividends and other distributions
made during such period on (x) Preferred Shares (including Preferred
Shares constituting Redeemable Capital Stock) existing at the date of this
Indenture and Preferred Shares issued to refinance such Preferred Shares as
permitted by Section 1008(b)(iv) of this Indenture and
(y) Redeemable Capital Stock issued subsequent to the date of this
Indenture.


 


“Consolidated Net Worth” means
at any time the sum of the liquidation value of Preferred Shares (other than
Redeemable Capital Stock) and common shareholders’ equity (adjusted for foreign
currency gains or losses subsequent to the December 31 Balance Sheet to
the extent the net amount of such adjustments aggregates in excess of
$25,000,000, as calculated in accordance with Statement of Financial Accounting
Standards No. 52 of the Financial Accounting Standards Board).


 


5

















 


“Consolidated Revenue” means for
any period the total revenues of the Company and its Subsidiaries, determined
in accordance with GAAP.


 


“Consolidated Tangible Net
Worth” means at any time Consolidated Net Worth less the sum of (i) the
net book amount of all assets, after deducting any reserves applicable thereto,
which would be treated as intangibles under GAAP and (ii) any write-up in
the book value of any asset on the books of the Company or any Subsidiary
resulting from a revaluation thereof subsequent to the date of this Indenture
(other than the write-up of book value of an asset made in accordance with
GAAP), all as presented on SCL’s consolidated financial statements.


 


“Container Business” means all
aspects of the business of (a) acquiring, by purchase, lease or otherwise,
manufacturing, improving, using, maintaining, repairing, leasing, selling and
otherwise disposing of marine and intermodal cargo containers and flat racks of
all kinds, chassis for the transportation of containers and flat racks by road
or railway and cranes for the handling of such containers and flat racks,
(b) designing, holding, acquiring by purchase, charter or otherwise, of
vessels for the transportation of such containers, flat racks and chassis by
sea or on inland waterways and improving, outfitting, using, maintaining,
repairing, chartering to third Persons and selling or otherwise disposing of
such vessels, (c) acquiring, either alone or jointly with one or more
Affiliates by purchase, lease or otherwise, real property or interests therein
principally for use by the Company or any Subsidiary engaged in the Container
Business as office space, terminals or facilities for the manufacturing or
repairing of containers and related equipment and constructing buildings and
other improvements thereon and, to the extent incidental to such principal use,
the selling, leasing to third Persons or otherwise disposing of remaining
unused real property and/or unused improvements thereon, (d) providing
insurance against casualty risks of all kinds, and against personal liabilities
for injury to third persons or their property, occurring or arising in the
conduct of the business described in preceding clauses (a) through (c),
(e) providing or arranging financing for the aforesaid activities and
(f) activities incidental to or integrated with those mentioned above.


 


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


 


“Currency Agreement” means any
foreign exchange contract, currency swap agreement or other similar agreement
or arrangements designed to protect the Company or any Subsidiary against
fluctuations in currency values.


 


“December 31 Balance Sheet”
means the consolidated balance sheet of the Company and its Subsidiaries as at
December 31, 1995, as included in the Company’s Annual Report on
Form 10-K for the year ended December 31, 1995.


 


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


 


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


 


“Event of Default” has the
meaning specified in Article Five.


 


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


 


“Fair Market Value” means, with
respect to any asset or property, the sale value that would be obtained in an
arm’s length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer.


 


“Federal Bankruptcy Code” means
the Bankruptcy Reform Act of 1978, as codified in Title 11 of the United States
Code, as amended from time to time.


 


6

















 


“Generally Accepted Accounting
Principles” or “GAAP” means generally accepted accounting principles in the
United States, consistently applied, as in effect as of the date of this
Indenture including, without limitation, those set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
approved by a significant segment of the accounting profession.


 


“Global Security” means a
certificate that evidences all or part of the Senior Notes issued to the
Depositary in accordance with Section 303 and bearing the legend set out
in Exhibit A.


 


“Group Loan Agreements” means
(i) the Loan Agreement, dated as of July 24, 1998 among the Company
and certain of its Subsidiaries, as borrowers, and the Banks named therein,
(ii) the Amended and Restated Indenture dated as of July 16, 2001,
between The Bank of New York, as trustee, and Sea Containers SPC Ltd., and
(iii) the Amended and Restated Loan Agreement dated as of July 16,
2001 between the Company and First Union National Bank, and includes any
amendments, renewals, extensions or refundings of such agreements.


 


“Guaranty” means, as applied to
any obligation, (1) a guaranty (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner, of any part or all of such obligation and (2) an
agreement, direct or indirect, contingent or otherwise, the practical effect of
which is to assure in any way the payment or performance (or payment of damages
in the event of non-performance) of any part or all of such obligation,
including, without limiting the foregoing, the payment of amounts drawn down by
letters of credit.


 


“Holder” means the registered
holder of any Senior Note.


 


“Included Stock” means
(i) Preferred Shares (including Redeemable Capital Stock) of the Company or
any of its Subsidiaries outstanding on the date of this Indenture and Preferred
Shares issued to refinance such Preferred Shares as permitted by
Section 1008(b)(iv) of this Indenture and (ii) Redeemable
Capital Stock of the Company or any of its Subsidiaries issued after the date
of this Indenture.


 


“Incur” means, with respect to
any Indebtedness, to incur, create, issue, assume or directly or indirectly
Guaranty or otherwise in any manner become directly or indirectly liable for or
with respect to, or become responsible for, the payment of, contingently or
otherwise, such Indebtedness; provided,
however, that neither the accrual of interest (whether such interest
is payable in cash or kind) nor the accretion of original issue discount shall
be considered an Incurrence of Indebtedness.


 


“Indebtedness” of any Person
means, at any date, without duplication, (i) all obligations of such
Person for borrowed money, (ii) all obligations of such Person evidenced
by bonds, notes, debentures or other similar instruments, (iii) all
obligations of such Person in respect of letters of credit or bankers’
acceptances or other similar instruments (or reimbursement obligations with
respect thereto), (iv) all obligations of such Person as lessee under
Capital Lease Obligations, (v) all Indebtedness of others secured by a
Lien on any asset of such Person, whether or not such Indebtedness is assumed
by such Person, (vi) all Indebtedness of others Guarantied by such Person,
(vii) all Redeemable Capital Stock valued at the mandatory liquidation
preference or redemption price plus accrued and unpaid dividends,
(viii) to the extent not otherwise included, obligations under Currency
Agreements and Interest Rate Agreements and (ix) all obligations of such
Person to pay the deferred and unpaid purchase price of property or services,
which purchase price is due more than six months after the date of placing such
property in service or taking delivery and title thereto or the completion of
such services, except trade payables accrued in the ordinary course of
business.


 


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


 


7

















 


“Interest” means the sum of all
interest, plus any Additional Amounts payable as supplemental interest pursuant
to Section 1001(b).


 


“Interest Payment Date” means
the Stated Maturity of an installment of Interest on the Senior Notes.


 


“Interest Rate Agreements” means
the obligations of any Person pursuant to any arrangement with any other Person
whereby, directly or indirectly, such Person is entitled to receive from time
to time periodic payments calculated by applying either a fixed or floating
rate of interest on a stated notional amount in exchange for periodic payments
made by such Person calculated by applying a fixed or floating rate of interest
on the same notional amount or pursuant to any interest rate protection
agreement, interest rate future, interest rate option or other interest rate
hedge arrangement.


 


“Investment” means, directly or
indirectly, any advance, loan or other extension of credit (other than a
Guaranty) or capital contribution to (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) or any purchase or acquisition by such Person of any Capital
Stock, bonds, notes, debentures or other securities issued or owned by, any
other Person.


 


“Investment Grade Ratings” has
the meaning set forth in Section 1018.


 


“Issue Date” means
                       ,
2003, the date on which the Senior Notes are originally issued under this
Indenture.


 


“Lien” means any mortgage,
charge, pledge, lien, privilege, security interest or encumbrance of any kind
(including, without limitation, any conditional sale or other title retention
agreement or lease in the nature thereof, any sale with recourse against the
seller or any Affiliate of the seller, or any agreement to give any security
interest).


 


“Maritime Shipping and Rail
Transport Businesses” means:


 


(a)                                  the Container Business;


 


(b)                                 all aspects of the maritime shipping and ferry business
in lawful trades other than the Container Business, including the acquisition
of the title to or the right to possess and use ships of kinds other than those
designed primarily for use in the Container Business, the outfitting,
furnishing, supplying, management, manning, use, operation, chartering, sale
and other disposition of such ships and the acquisition, ownership, management
and operation of ports and harbor facilities servicing any such ships;


 


(c)                                  the insurance business (subject to applicable statutory
and regulatory limitations) related to the activities described in
clause (b) above;


 


(d)                                 all aspects of the passenger and freight rail
transport businesses, including the ownership, management, use, operation,
leasing and sale of railroads and railroad franchises and equipment and related
interests in real property, and


 


(e)                                  business and activities incidental to or
integrated with the foregoing.


 


“Material Subsidiary” means, at
any particular time, any Subsidiary of the Company that, together with the
Subsidiaries of such Subsidiary, (a) accounted for more than 10% of the
Consolidated Revenues of the Company and its Subsidiaries for the most recently
completed fiscal year or (b) was the owner of more than 10% of the
consolidated assets of the Company and its Subsidiaries as at the end of such
fiscal year, all as shown on the consolidated financial statements of the
Company and its Subsidiaries for such fiscal year.


 


“Maturity”, when used with
respect to the Senior Notes, means the date on which the principal of the
Senior Notes becomes due and payable as therein or herein provided, whether at
Stated Maturity,


 


8

















 


on the Change of Control
Purchase Date, and whether by redemption, declaration of acceleration, change
of control or otherwise.


 


“Minimum Consolidated Tangible
Net Worth” means $175,000,000.


 


“Net Cash Proceeds” means, with
respect to any Asset Sale, the proceeds thereof in the form of cash or Cash
Equivalents including payments in respect of deferred payment obligations when
received in the form of cash or Cash Equivalents (except to the extent that
such obligations are financed or sold with recourse to the Company or any
Subsidiary of the Company) net of (i) brokerage commissions and other fees
and expenses (including fees and expenses of legal counsel and investment
bankers) related to such Asset Sale, (ii) provisions for all taxes payable
as a result of such Asset Sale, (iii) amounts required to be paid to any
Person (other than the Company or any Subsidiary of the Company) owning a
beneficial interest in the assets subject to the Asset Sale and
(iv) appropriate amounts to be provided by the Company or any Subsidiary
of the Company, as the case may be, as a reserve required in accordance with
Generally Accepted Accounting Principles consistently applied against any
liabilities associated with such Asset Sale and retained by the Company or any
Subsidiary of the Company, as the case may be, after 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.


 


“OEHL” means Orient-Express
Hotels Ltd., a Bermuda company 47%-owned by the Company.


 


“Officers’ Certificate” means a
certificate signed by (i) the President, any Executive Vice President, any
Senior Vice President or any Vice President of the Company and (ii) the
Secretary or any Assistant Secretary of the Company and delivered to the
Trustee; provided, however, that
such certificate may be signed by two of the officers listed in clause (i)
above in lieu of being signed by one of such officers listed in such
clause (i) and one of the officers listed in clause (ii) above.


 


“Opinion of Counsel” means a
written opinion of counsel, who may be counsel for the Company, and who shall
be acceptable to the Trustee. Each such opinion shall include the statements
provided for in Trust Indenture Act Section 314(e) to the extent applicable.


 


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


 


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


 


(b)                                 Senior Notes, or portions thereof, for whose
payment, redemption or purchase, money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of such Senior
Notes; provided that, if such
Senior Notes are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee
has been made;


 


(c)                                  Senior Notes, except to the extent provided in
Section 1201, with respect to which the Company has effected defeasance as
provided in Article Twelve; and


 


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


 


9

















 


provided, however, that, in determining whether the Holders of the
requisite principal amount of Outstanding Senior Notes have given any request,
demand, direction, consent or waiver hereunder, Senior Notes owned by the
Company or any other obligor upon the Senior Notes or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, direction, consent or waiver, only
Senior Notes which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Senior Notes so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Senior Notes and that the pledgee is not the Company or any other obligor upon
the Senior Notes or any Affiliate of the Company or such other obligor.


 


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


 


“Permitted Holder” means any
wholly owned Subsidiary of the Company, James B. Sherwood or any “group” (as
such term is used in Section 13(d) of the Exchange Act) of which James B.
Sherwood is a member, and any other Person who or which is an heir or legatee
of James B. Sherwood and receives any Voting Stock of the Company from the
estate of James B. Sherwood or the estate of any of the foregoing.


 


“Permitted Indebtedness” means
any of the following Indebtedness of the Company or any Subsidiary, as the case
may be:


 


(i)                                     Indebtedness of the Company or a Subsidiary
outstanding on the date of this Indenture, including but not limited to
Indebtedness under the Group Loan Agreements in amounts equal to or less than
the amounts outstanding on the date of this Indenture;


 


(ii)                                  Indebtedness and obligations of the Company under
the Senior Notes and the obligations relating to the Senior Notes under this
Indenture;


 


(iii)                               Indebtedness of a Subsidiary of the Company to the
Company or another Subsidiary, or of the Company to any Subsidiary;


 


(iv)                              Senior Indebtedness the proceeds of which are used
to acquire or refinance assets used in the Maritime Shipping and Rail Transport
Businesses of the Company; provided
that the aggregate amount of Indebtedness the proceeds of which were used to
acquire or refinance assets used in the Maritime Shipping and Rail Transport
Businesses (whether Incurred pursuant to this provision or any other provision
of this Indenture) shall not exceed 90% of the book value (after giving effect
to related deductions for accumulated depreciation) of all assets used in the
Maritime Shipping and Rail Transport Businesses; and provided further that the aggregate amount of Permitted
Indebtedness Incurred under this clause (iv) from July 1, 1996 (the
date of the indenture providing for the 10 1/2% Senior
Notes) shall not exceed $300,000,000, of which no more than $150,000,000 may be
Incurred in any fiscal year of the Company;


 


(v)                                 Indebtedness of the Company or its Subsidiaries
represented by documentary, insurance or trade letters of credit issued in the
ordinary course of business, and standby letters of credit, the total aggregate
amount of such letters of credit not exceeding an aggregate amount of
$50,000,000 at any one time outstanding;


 


(vi)                              Indebtedness for working capital purposes of the
Company or its Subsidiaries not to exceed $75,000,000 in principal amount at
any one time outstanding;


 


10

















 


(vii)                           Indebtedness of the Company or its Subsidiaries
arising as a result of Guaranties by the Company or its Subsidiaries of
Indebtedness of Persons (other than Subsidiaries), which Guaranties are
Incurred after the date of this Indenture and shall not exceed $25,000,000 at
any one time outstanding;


 


(viii)                        Indebtedness of the Company under Currency
Agreements and Interest Rate Agreements, provided
that such agreements do not increase the Indebtedness of the Company or a Subsidiary
outstanding other than as a result of fluctuations in interest rates or foreign
currency exchange rates or by reason of fees, indemnities and compensation
payable thereunder; and


 


(ix)                                Indebtedness (including Redeemable Capital Stock)
used to replace, renew, refinance or refund Indebtedness outstanding on the
date of this Indenture, Permitted Indebtedness Incurred pursuant to
clause (iv) of this definition of Permitted Indebtedness or other
Indebtedness Incurred in accordance with Section 1007 (excluding Permitted
Indebtedness), in a principal amount (or, if such Indebtedness does not require
cash payments prior to maturity, with an original issue price of such
Indebtedness) not to exceed the lesser of (a) the principal amount (or
mandatory liquidation preference, in the case of Redeemable Capital Stock) of
the Indebtedness so replaced, renewed, refinanced or refunded (or, if the
Indebtedness being replaced, renewed, refinanced or refunded was issued with an
original issue discount, the original issue price plus the amortized portion of
the original issue discount to the date that such replacing, renewing,
refinancing or refunding Indebtedness was Incurred) or (b) the principal
amount (or mandatory liquidation preference, in the case of Redeemable Capital
Stock) or original issue price plus amortized original issue discount, as the
case may be, of such Indebtedness as of the date of this Indenture, plus any
prepayment penalties and premiums, accrued and unpaid interest on the
Indebtedness so replaced, renewed, refinanced or refunded, plus customary fees,
expenses and costs related to the Incurrence of such replacing, renewing,
refinancing or refunding Indebtedness; provided
that, if the Indebtedness being replaced, renewed, refinanced or refunded is
Indebtedness of the Company, such replacing, renewing, refinancing or refunding
shall be Indebtedness of the Company; provided
further that immediately after giving effect to such replacing,
renewing, refinancing or refunding, no Default or Event of Default shall have
occurred and be continuing; and provided
further that Indebtedness used to replace, renew, refinance or
refund Indebtedness of the Company that is pari
passu or subordinated in right of payment to the Senior Notes will
only be permitted if (x) such new Indebtedness is expressly pari passu or subordinated in right of
payment to the Senior Notes at least to the same extent that the Indebtedness
to be replaced, renewed, refinanced or refunded is pari passu or subordinated to the Senior Notes and (y) the
Average Life to Stated Maturity and Stated Maturity of such Indebtedness exceed
the Average Life to Stated Maturity and Stated Maturity, respectively, of the
Senior Notes.


 


For the purpose of determining
the amount of outstanding Indebtedness under any of the foregoing clauses,
there shall be included (A) the principal amount then outstanding that was
originally Incurred pursuant to such clause; (B) any outstanding
Indebtedness Incurred pursuant to clause (ix) to replace, renew, refinance
or refund Indebtedness originally Incurred pursuant to such clause; and
(C) any subsequent replacements, renewals, refinancings or refundings
thereof.


 


“Permitted Investment” means an
Investment which consists of any one or more of the following:


 


(i)                                     Investments in a Subsidiary;


 


(ii)                                  Investments in United States Treasury securities
or other government securities having the highest rating from
Standard & Poor’s Credit Market Services, a division of the
McGraw-Hill Companies, or Moody’s Investors Service, Inc. pledged to
secure collateralized senior notes so long as the entire purchase price for
such securities consists of proceeds from the issuance of such senior notes;


 


(iii)                               Cash Equivalents;


 


11

















 


(iv)                              (I) Investments in Persons whose principal
business is one or more aspects of the Maritime Shipping and Rail Transport
Businesses and (II) Investments in other Persons engaged in a business in
which SCL is permitted to be engaged under Section 1014 hereof and with
whom the Company or one of its Subsidiaries, substantially contemporaneously
with such Investment, enters into a management contract to manage the business
of such other Person or a contract pursuant to which the Company or one of its
Subsidiaries leases or charters, or has the right of first refusal to lease or
charter, assets or property of the Company or any of its Subsidiaries to such
other Person, so long as the Board of Directors determines that such Investment
is necessary to obtain the management contract, lease, charter or right of
first refusal; provided that
(x) after giving effect to such Investment, the Company could Incur $1.00
of additional Indebtedness under Section 1007 hereof (which is not
Permitted Indebtedness), and (y) such Investment would not cause the
maximum aggregate amount invested under this clause (iv) at such time to
exceed 20% of SCL’s Consolidated Tangible Net Worth; (in calculating the amount
invested under this clause (iv), such amount shall be reduced by an amount
equal to the net reduction in Investments in any third Person not a Subsidiary
of the Company resulting from payments of interest on Indebtedness, dividends,
repayments of loans or advances, or other transfers of assets, in each case to
the Company or any Subsidiary from any such third Person and by any amount
received by the Company or any Subsidiary from any such third Person pursuant
to any management contract, lease or charter; provided
that such payments (a) were not otherwise included in the Consolidated Net
Income of SCL and (b) do not exceed, in the case of such third Person, the
amount of Investments previously made by the Company or any Subsidiary in such
third Person);


 


(v)                                 Negotiable instruments held for collection;
outstanding travel, moving and other like advances to officers, employees and
consultants; or lease, utility and other similar deposits, in each of the
foregoing cases in the ordinary course of business of the Company or a
Subsidiary, as the case may be;


 


(vi)                              Investments in the Senior Notes; and


 


(vii)                           Investments in equity securities which have been
accepted for trading by a registered securities exchange or automated quotation
system of the United States acquired by the Company or a Subsidiary of the
Company as consideration for the sale of assets by the Company or such
Subsidiary; provided, such
securities shall only be a Permitted Investment until the 180th day following
the acquisition thereof.


 


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


 


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


 


“Preferred Shares” mean, with
respect to any Person, any and all shares, interests, participations or other
equivalents (however designated) of such Person’s preferred or preference stock
whether now outstanding or issued after the date hereof, and includes, without
limitation, all classes and series of preferred or preference stock.


 


“Prospectus” means the
prospectus dated
                    ,
2003, with respect to the Senior Notes.


 


“Redeemable Capital Stock” means
any Capital Stock that, either by its terms, by the terms of any security into
which it is convertible or exchangeable or otherwise, (i) is or upon the
happening of an event or passage of time would be required to be redeemed prior
to the final Stated Maturity of the


 


12

















 


Senior Notes, (ii) is
redeemable at the option of the holder thereof at any time prior to such final
Stated Maturity, or (iii) is convertible into or exchangeable for Capital
Stock referred to in clause (i) or (ii) above or Indebtedness having
a scheduled maturity prior to the final Stated Maturity of the Senior Notes, provided that Capital Stock which
otherwise would not constitute Redeemable Capital Stock shall not constitute
Redeemable Capital Stock because it provides for the redemption or acquisition
of such Capital Stock in the event of a change of control of the Company so
long as the definition of change of control in such instrument does not include
a change of control which would not constitute a Change of Control.


 


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


 


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


 


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


 


“Responsible Officer”, when used
with respect to the Trustee, means any vice president, any assistant secretary,
any assistant treasurer, any trust officer or assistant trust officer or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers or assigned by the Trustee to
administer corporate trust matters at its Corporate Trust Office and also
means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity
with the particular subject.


 


“SCL” means the Company
collectively with its Subsidiaries.


 


“Senior Indebtedness” means
(i) the principal of, premium, if any, and accrued and unpaid interest
(including all interest accruing subsequent to the commencement of an
insolvency proceeding, or which, but for such commencement, would have accrued,
whether or not such interest is an allowable claim enforceable against the
debtor under the Federal Bankruptcy Code or any similar law) on, and any
regularly accruing fees and reasonable expenses and all other amounts payable
under or in respect of, all Indebtedness of the Company (other than the
Series A Debentures and the Series B Debentures), including letters
of credit (and reimbursement agreements with respect thereto), unless such
Indebtedness, by its terms or by the terms of any agreement pursuant to which
such Indebtedness is issued, is subordinated in right of payment to the Senior
Notes and (ii) modifications, renewals, extensions and refundings
(including permitted increases and refinancings of the existing Indebtedness of
the Company) of any of the foregoing obligations unless the foregoing
obligations or such modifications, renewals, extensions and refundings thereof
provide by their terms, or by the terms of any agreement or instrument pursuant
to which such Indebtedness is issued, that such Indebtedness shall be
subordinated in right of payment to the Senior Notes. Notwithstanding the
foregoing, “Senior Indebtedness” shall not include (i) Indebtedness
evidenced by the Series A Debentures or the Series B Debentures, (ii) Indebtedness
that is subordinated or junior in right of payment to any Indebtedness of the
Company, (iii) any liability for federal, state, provincial, local or
other taxes owed or owing by the Company, (iv) Indebtedness of the Company
to a Subsidiary of the Company or any other Affiliate of the Company or any of
such Affiliate’s subsidiaries, (v) amounts owing under leases (other than
Capital Lease Obligations and other than leases which but for the existence of
a fair market value purchase option would be a Capital Lease Obligation),
(vi) any Indebtedness of the Company that, when Incurred and without
respect to any election under Section 1111(b) of the Federal Bankruptcy
Code, was without recourse to the Company, (vii) any Indebtedness to any
employee of the Company or any of its Subsidiaries, (viii) any repurchase,
redemption or other obligation in respect of Redeemable Capital Stock and
(ix) any trade payables.


 


“Senior Note Register” and
“Senior Note Registrar” have the meanings specified in Section 305.


 


13

















 


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


 


“Series A Debentures” means
the $87,113,000 in current aggregate principal amount of 12 1/2% Senior
Subordinated Debentures Due 2004, Series A of the Company issued on
November 19, 1992, under the Subordinated Debenture Indenture.


 


“Series B Debentures” means
the $11,770,000 in current aggregate principal amount of 12 1/2% Senior
Subordinated Debentures Due 2004, Series B of the Company issued on
February 4, 1993, under the Subordinated Debenture Indenture.


 


“7 7/8 Senior Notes” means the
$149,750,000 in current aggregate principal amount of 7 7/8% Senior Notes Due
2008 of the Company.


 


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


 


“Stated Maturity”, when used
with respect to any Indebtedness or any installment of principal or interest
thereon (or scheduled or required redemption or dividend payment), means the
date specified in such Indebtedness as the fixed date on which the principal
(or scheduled or required redemption or dividend payment) of such Indebtedness
or such installment of principal or interest (or scheduled or required
redemption or dividend payment) is due and payable.


 


“Subordinated Debenture
Indenture” means the Indenture, dated as of November 1, 1992, between the
Company and The Bank of New York, as successor to United States Trust Company
of New York, as Trustee, as the same has been and may be supplemented and
amended from time to time, providing for the Series A Debentures and
Series B Debentures.


 


“Subordinated Indebtedness”
means any Indebtedness of the Company or a Subsidiary that is expressly
subordinated in right of payment to any other Indebtedness of the Company or a
Subsidiary.


 


“Subsidiary” means (i) any
Person a majority of the equity ownership or the Voting Stock of which is at
the time owned, directly or indirectly, by the Company or by one or more other
Subsidiaries of the Company, or by the Company and one or more such
Subsidiaries of the Company or (ii) GE SeaCo SRL, a joint venture between
the Company and General Electric Capital Corporation relating to their
respective container fleets (or any successor in interest thereto) for so long
as the Company owns, directly or indirectly, at least 50% of the voting equity
thereof.


 


“10 1/2% Senior Notes” means the
$63,575,000 in current aggregate principal amount of 10 1/2% Senior Notes Due
2003 of the Company.


 


“10 3/4% Senior Notes” means the
$115,000,000 in current aggregate principal amount of 10 3/4% Senior Notes due
2006 of the Company.


 


“Transaction Date” with respect
to any calculation or determination required to be made under this Indenture
means the date of the event requiring such calculation or determination.


 


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


 


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


 


“Voting Stock” means shares of
the class or classes pursuant to which the holders thereof have the general
voting power under ordinary circumstances to elect directors, managers or
trustees of a company or corporation (irrespective of whether or not at the
time shares of any other class or classes shall have or might have voting power
by reason of the happening of any contingency); as of the date of this
Indenture, the Company had two classes of Voting Stock, denominated
Class A common shares and Class B common shares.


 


14

















 


Section 102.  Other Definitions.


 




	
  Term

  	
   

  	
  Defined

  Section in

  
	
   

  	
   

  	
   

  
	
  “Act”

  	
   

  	
  105(a)

  
	
  “Change in Tax Law”

  	
   

  	
  1101(b)

  
	
  “Change of Control Notice”

  	
   

  	
  1012(b)

  
	
  “Change of Control Purchase Date”

  	
   

  	
  1012(a)

  
	
  “Change of Control Purchase Notice”

  	
   

  	
  1012(c)

  
	
  “Change of Control Purchase Price”

  	
   

  	
  1012(a)

  
	
  “covenant defeasance”

  	
   

  	
  1203

  
	
  “CSC”

  	
   

  	
  115

  
	
  “Defaulted Interest”

  	
   

  	
  307

  
	
  “defeasance”

  	
   

  	
  1201

  
	
  “Excess Proceeds”

  	
   

  	
  1013(b)

  
	
  “Excess Proceeds Offer”

  	
   

  	
  1013(c)

  
	
  “Excess Proceeds Payment”

  	
   

  	
  1013(c)

  
	
  “Excess Proceeds Payment Date”

  	
   

  	
  1013(c)(ii)

  
	
  “incorporated provision”

  	
   

  	
  108

  
	
  “Offer”

  	
   

  	
  1016

  
	
  “Purchase Date”

  	
   

  	
  1016

  
	
  “rate(s) of exchange”

  	
   

  	
  116(b)

  
	
  “Replacement Assets”

  	
   

  	
  1013(b)

  
	
  “Restricted Payment”

  	
   

  	
  1008

  
	
  “SCA”

  	
   

  	
  115

  
	
  Surviving Entity”

  	
   

  	
  801(i)

  
	
  “U.S. Government Obligations”

  	
   

  	
  1202(a)

  






 


Section 103.  Compliance
Certificates and Opinions.


 


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


 


Every certificate or opinion
(other than the certificates required by Section 1016(a)) with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:


 


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


 


(b)                                 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;


 


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


 


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


 


Section 104.  Form of Documents Delivered to Trustee.


 


In any case where several
matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or
covered by the opinion of,


 


15

















 


only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.


 


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


 


Where any Person is required to
make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.


 


Section 105.  Acts of Holders.


 


(a)                                  Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Trust Indenture Act
Section 315) conclusive in favor of the Trustee and the Company, if made
in the manner provided in this Section.


 


(b)                                 The fact and date of the execution by any Person
of any such instrument or writing may be proved in any reasonable manner which
the Trustee deems sufficient.


 


(c)                                  The ownership of Senior Notes shall be proved by
the Senior Note Register.


 


(d)                                 If the Company shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, by or pursuant to a Board Resolution, fix
in advance a record date for the determination of such Holders entitled to give
such request, demand, authorization, direction, notice, consent, waiver or
other Act, but the Company shall have no obligation to do so. Notwithstanding
Trust Indenture Act Section 316(c), any such record date shall be the
record date specified in or pursuant to such Board Resolution, which shall be a
date not more than 30 days prior to the first solicitation of Holders
generally in connection therewith and no later than the date such solicitation
is completed.


 


If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or
other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be Holders
for the purposes of determining whether Holders of the requisite proportion of
Senior Notes then Outstanding have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other
Act, and for this purpose the Senior Notes then Outstanding shall be computed
as of such record date; provided, however,
that no such request, demand, authorization, direction, notice, consent, waiver
or other Act by the Holders on such record date shall be deemed


 


16

















 


effective
unless it shall become effective pursuant to the provisions of this Indenture
not later than six months after the record date.


 


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


 


Section 106.  Notices, Etc., to Trustee and Company.


 


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


 


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


 


(b)                                 the Company by the Trustee or by any Holder shall
be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if made, given, furnished or delivered in writing to the Company
addressed to it at SEA CONTAINERS LTD., 41 Cedar Avenue, P.O. Box HM
1179, Hamilton HM EX, Bermuda, Attention: Secretary (with a copy to
(i) SEA CONTAINERS AMERICA INC., 1155 Avenue of the Americas, 30th
Floor, New York, New York 10036, Attention: General Counsel and (ii) SEA
CONTAINERS SERVICES LTD., 20 Upper Ground, London SE1 9PF, England,
Attention: General Counsel) or at any other address furnished in writing to the
Trustee by the Company.


 


Section 107.  Notices to Holders; Waiver.


 


Where this Indenture provides
for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and sent by
facsimile transmission or mailed, first class postage prepaid, to each Holder
affected by such event at his address as it appears in the Senior Note Register
not later than the latest date and not earlier than the earliest date
prescribed for the giving of such notice. In any case where notice to Holders
is given by mail, neither the failure to mail such notice, nor any defect in
any notice so mailed, to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders. Any notice when deposited for
mailing to a Holder in the aforesaid manner shall be presumed to have been
received by such Holder whether or not actually received by such Holder. Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.


 


In case by reason of the
suspension of regular mail service or by reason of any other cause, it shall be
impracticable to mail notice of any event as required by any provision of this
Indenture, then any method of giving such notice as shall be satisfactory to
the Trustee shall be deemed to be a sufficient giving of such notice.


 


Section 108.  Conflict of any Provision of Indenture with
Trust Indenture Act.


 


If and to the extent that any
provision of this Indenture limits, qualifies or conflicts with the duties
imposed by Sections 310 to 318, inclusive, of the Trust Indenture Act, or
conflicts with any provision (an “incorporated provision”) required by or
deemed to be included in this Indenture by operation of such Trust Indenture
Act Sections, such imposed duties or incorporated provision shall control. If
any provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall
be deemed to apply to this Indenture as so modified or excluded, as the case
may be.


 


17

















 


Section 109.  Effect of Headings and Table of Contents.


 


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


 


Section 110.  Successors and Assigns.


 


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


 


Section 111.  Separability Clause.


 


In case any provision in this
Indenture or in the Senior 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 112.  Benefits of Indenture.


 


Nothing in this Indenture or in
the Senior Notes, express or implied, shall give to any Person (other than the
parties hereto and their successors hereunder, any Paying Agent, the Holders
and the holders of Senior Indebtedness) any benefit or any legal or equitable
right, remedy or claim under this Indenture.


 


Section 113.  Governing Law.


 


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


 


Section 114.  Legal Holidays.


 


In any case where any Interest
Payment Date, any date established for payment of Defaulted Interest pursuant
to Section 307, or any Maturity with respect to any Senior Note shall not
be a Business Day, then (notwithstanding any other provision of this Indenture
or of the Senior Notes) payment of interest, principal or premium, if any, need
not be made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on the Interest Payment Date, the
date established for payment of Defaulted Interest pursuant to Section 307
or at Maturity, and no interest shall accrue with respect to such payment for
the period from and after such Interest Payment Date, the date established for
payment of Defaulted Interest pursuant to Section 307 or Maturity, as the
case may be, to the next succeeding Business Day.


 


Section 115.  Consent to Jurisdiction and Service of
Process; Waiver of Jury Trial.


 


The Company agrees that any
legal suit, action or proceeding brought by any party to enforce any rights
under or with respect to this Indenture or the Senior Notes may be instituted
in any state or federal court in New York City and waives to the fullest extent
permitted by law any objection which it may now or hereafter have to the laying
of venue of any such suit, action or proceeding and irrevocably submits to the
non-exclusive jurisdiction of any such court in any such suit, action or
proceeding. The Company hereby irrevocably designates and appoints each of Sea
Containers America Inc. (“SCA”) and Corporation Service Company (“CSC”) as
the Company’s authorized agents to receive and forward on its behalf service of
any and all process which may be served in any such suit, action or proceeding
in any such court and agrees that service of process upon either or both SCA or
any successor (provided, however,
that such service upon SCA or any successor shall only be required by this
Section 115 so long as SCA or such successor maintains an office at the
address set forth herein or at another address in New York City which the
Company has designated by written notice to the Trustee) at its office at 1155
Avenue of the Americas, 30th Floor, New York, New York 10036, and CSC or any
successor at its office at 80 State Street, Albany, New York 12207-2543 (or
such other address in the State of New York as the Company may designate by
written notice to the Trustee) and written notice of such service to the
Company marked or delivered to either or both SCA (subject to the foregoing
proviso) and CSC at their addresses set forth herein shall be deemed in every
respect effective service of process upon the Company in any such suit, action
or proceeding and shall be taken and held to be valid personal service upon the
Company. Nothing in this Section 115 shall affect the right of any party
hereto to


 


18

















 


serve process in any manner
permitted by law or limit the right of any party hereto to bring proceedings
against the Company in the courts of any jurisdiction or jurisdictions. The
Company further agrees to take any and all action, including the execution and
filing of any and all such documents and instruments as may be necessary to
continue such designation and appointment of SCA and CSC in full force and
effect so long as this Indenture or any of the Senior Notes shall be
outstanding. To the extent that the Company has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service of notice, attachment prior to judgment, attachment in aid of
execution, executor or otherwise) with respect to itself or its property, the
Company hereby irrevocably waives such immunity in respect of its obligations
under this Indenture and the Senior Notes, to the extent permitted by law.


 


EACH OF THE COMPANY AND THE
TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERIMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SENIOR NOTES OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 116.  Conversion of Currency.


 


(a)                                  The Company shall indemnify the Holders against,
and the Holders shall have an additional legal claim for, any loss or damage
which, consequent upon any judgment being obtained or enforced in respect of
the non-payment by the Company of any amount due under or pursuant to this
Indenture, arises from any variation in rates of exchange between United States
dollars and the currency in which judgment is obtained or enforced between the
date such amount became due (or the date of the said judgment being obtained as
the case may be) and the date of actual payment of such amount. The indemnity
contained in this Section 116 shall apply irrespective of any indulgence
granted to the Company from time to time and shall continue in full force and
effect notwithstanding any payment by or on behalf of the Company, and any
amount due from the Company under this Section 116 will be due as a
separate payment and shall not be affected by any judgment being obtained for
any other sums due under or in respect of this Indenture.


 


(b)                                 The term “rate(s) of exchange” shall mean the
rate, quoted at noon for transactions in excess of $1,000,000, at which the
Holder is able or would have been able on the relevant date to purchase at
Morgan Guaranty Trust Company of New York at its main branch in New York City,
United States dollars with the judgment currency other than United States dollars
referred to in Subsection (a) above and includes any premiums and costs of
exchange payable.


 


Section 117.  No Recourse Against Others.


 


A director, officer, employee or
shareholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Senior Notes or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting any of the Senior Notes waives and releases
all such liability.


 


ARTICLE TWO


 


SENIOR NOTE
FORMS


 


Section 201.  Forms Generally.


 


The Senior Notes and the
Trustee’s certificate of authentication shall be in substantially the form
annexed hereto as Exhibit A. The Senior Notes may have such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have such letters, notations or other marks
of identification and such notations, legends or endorsements required by law,
stock exchange agreements to which the Company is subject, or usage. Any
portion of the text of any Senior Note may be set forth on the reverse thereof,
with an appropriate reference thereto on the face of the Note. The Company
shall approve the form of any notation, legend or endorsement on the Senior Notes.
Each Senior Note shall be dated the date of its authentication.


 


19

















 


The definitive Senior Notes
shall be printed, lithographed or engraved on steel–engraved borders or
may be produced in any other manner, all as determined by the officers of the
Company executing such Senior Notes, as evidenced by their execution of such
Senior Notes.


 


The terms and provisions
contained in the form of the Senior Notes annexed hereto as Exhibit A
shall constitute, and are hereby expressly made, a part of this Indenture. To
the extent applicable, the Company and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby.


 


Section 202.  Securities Issuable in Global
Form.


 


(a)                                  If so specified in the Company Order referred to
in Section 303, any amount of the Senior Notes may be issued in the form
of one or more permanent Global Securities registered in the name of the
Depositary. Such Global Securities shall be substantially in the forms set
forth in Exhibit A with such modifications as may be necessary or
desirable to reflect the issuance thereof in global form.


 


(b)                                 Subject to the provisions of Section 303 and,
if applicable, Section 304, the Trustee shall deliver and redeliver any
Senior Note in permanent global form in the manner and upon instructions given
by the Person or Persons specified in the form of Security or in the applicable
Company Order. If a Company Order pursuant to Section 303 or Section 304
has been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Senior Note in global
form shall be in writing but need not comply with Section 103 and need not
be accompanied by an Opinion of Counsel.


 


(c)                                  Payment of principal of and any premium and
interest on any Senior Note in permanent global form shall be made to the
Person or Persons specified in the form of Senior Note. The Company, the
Trustee and any agent of the Company and the Trustee shall treat the Holder of
any permanent Global Security as the owner of such Global Security for the
purpose of receiving payment of principal of, premium, if any, and interest on
such Global Security and for all other purposes whatsoever, whether or not such
Senior Note be overdue, and none of the Company, the Trustee or any agent of
the Company or the Trustee shall be affected by notice to the contrary.


 


(d)                                 If at any time, (i) the Depositary notifies
the Company that it is unwilling or unable to continue as Depositary or if at
any time the Depositary shall no longer be registered or in good standing under
the Exchange Act or other applicable statute or regulation and a successor
Depositary is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such condition, as the case
may be, or (ii) the Company in its sole discretion determines that no
Securities shall be represented by a Global Security or Global Securities and
that the provisions of this Section 202 shall no longer apply to any
Senior Notes, then in such event this Section 202 shall no longer be
applicable to the Senior Notes, and the Company will execute and the Trustee,
upon Company Request, will authenticate and deliver Senior Notes in definitive
registered form, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security or Global
Securities in exchange for such Global Security whereupon the Global Security
or Global Securities shall be cancelled by the Trustee. Such Senior Notes in
definitive registered form issued in exchange for the Global Security or Global
Securities pursuant to this Section 202(d) shall be registered in such
names and issued in such authorized denominations as the Depositary, pursuant
to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee in compliance with the Trustee’s procedures. Subject to
Sections 303 and 304, the Trustee shall deliver such Senior Notes to the
Persons in whose names such Senior Notes are so registered.


 


(e)                                  Any Person having a beneficial interest in the
Securities evidenced by one or more Global Securities may cause the Depositary
to request the issuance of one or more definitive Senior Note


 


20

















 


certificates
in exchange for such Person’s interest in the Global Securities in compliance
with the Depositary’s procedures. In such event, the Company will execute, and
the Trustee will, subject to Sections 303 and 304, authenticate and deliver to
such Person one or more definitive Senior Note certificates in definitive
registered form, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of such Person’s beneficial interest in
the Global Securities that it has requested be exchanged.


 


ARTICLE THREE


 


THE SENIOR
NOTES


 


Section 301.  Title and Terms.


 


The aggregate principal amount
at maturity of Senior Notes which may be authenticated and delivered under this
Indenture is limited to $
                       ,
except for Senior Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Senior Notes pursuant to
Section 303, 304, 305, 306, 906, 1012, 1013, 1015 or 1108.


 


The Senior Notes shall be known
and designated as the 12 1/2% Senior Notes due 2009, of
the Company. In no event shall the aggregate principal amount of the Senior
Notes exceed
$                       .


 


The Stated Maturity of the
Senior Notes shall be
                       ,
2009, and they shall bear interest at the rate of 12 1/2%
per annum, which interest shall
accrue from          , 2003, and
shall be payable semiannually on
           and
             
each year commencing
                       ,
2003, and at said Stated Maturity, to the Holders of record of Senior Notes at
the close of business on the
             or
               
next preceding such Interest Payment Date. Interest on the Senior Notes will
accrue from the date of issuance or from the most recent Interest Payment Date
to which interest has been paid.


 


The principal of, and premium,
if any, or Interest on, the Senior Notes shall be payable, and, except as
described below, the Senior Notes will be exchangeable and transferable, at the
office or agency of the Company maintained for such purpose in the Borough of
Manhattan, City of New York, or at such other office or agency of the Company
as may be maintained for such purpose; provided
that, at the option of the Company, Interest may be paid by check mailed to
addresses of the Persons entitled thereto as such addresses shall appear on the
Senior Note Register. For the purpose of paying interest on the Senior Notes,
the Company will at all times have appointed and maintain a Paying Agent (which
may be the Trustee) which either will have an office or agency in the Borough
of Manhattan, City of New York, or will make arrangements for interest checks
to be paid at a bank, trust company or other agency located in the Borough of
Manhattan, City of New York. The Bank of New York will be initially appointed
as Paying Agent for the Senior Notes. Until otherwise designated by the
Company, the Company’s office or agency in New York will be the Trustee’s
office located at 101 Barclay Street, New York, New York 10286.


 


The Depositary for the Senior
Notes originally issued pursuant to the Offering Memorandum is the Depository
Trust Company.


 


The Senior Notes shall be
redeemable as provided in Article Eleven.


 


The Senior Notes shall not be
entitled to the benefits of any sinking fund.


 


Section 302.  Denominations.


 


The Senior Notes shall be
issuable only in registered form without coupons and only in denominations of
$1,000 and any integral multiple thereof. No service charge will be made for
any registration of transfer, exchange or redemption of Senior Notes, except
that in certain circumstances a service charge may be levied for any tax or
other governmental charge that may be imposed in connection therewith.


 


21

















 


Section 303. 
Execution, Authentication, Delivery and Dating.


 


The Senior Notes shall be
executed on behalf of the Company by any one director or officer and the
secretary of the Company under the common seal of the Company reproduced
thereon. The signature of any of these directors or officers on the Senior
Notes may be manual or facsimile.


 


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


 


At any time and from time to time
after the execution and delivery of this Indenture, the Company may deliver
Senior Notes executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such
Senior Notes directing the Trustee to authenticate the Senior Notes and
certifying that all conditions precedent to the issuance of Senior Notes
contained herein have been fully complied with, and the Trustee in accordance
with such Company Order shall authenticate and deliver such Senior Notes as in
this Indenture provided and not otherwise. The Trustee shall be entitled to
receive an Officers’ Certificate and an Opinion of Counsel of the Company that
it may reasonably request in connection with such authentication of Senior
Notes. Such order shall specify the amount of Senior Notes to be authenticated
and the date on which the original issue of Senior Notes is to be
authenticated.


 


The Company shall execute and
the Trustee shall authenticate and deliver one or more Global Securities that
(i) shall represent an aggregate amount equal to the aggregate principal
amount of the Outstanding Senior Notes originally issued pursuant to the
Prospectus (less the aggregate principal amount, if any, of the Senior Notes
originally purchased and delivered in definitive registered form),
(ii) shall be registered in the name of the Depositary or the nominee of
the Depositary, (iii) shall be delivered by the Trustee to the Depositary
or pursuant to the Depositary’s instruction and (iv) shall bear a legend
substantially to the effect specified in Exhibit A to this Indenture (or
in the form required by the Depositary).


 


The Depositary must, at all
times while it serves as such Depositary, be a clearing agency registered under
the Exchange Act and any other applicable statute or regulation.


 


Each Senior Note shall be dated
the date of its authentication.


 


No Senior Note shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose
unless there appears on such Senior Note a certificate of authentication
substantially in the form provided for herein duly executed by the Trustee by
manual signature of one of its duly authorized signatories, and such
certificate upon any Senior Note shall be conclusive evidence, and the only
evidence, that such Senior Note has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture.


 


In case the Company, pursuant to
Article Eight, shall be amalgamated, consolidated or merged with or into any
other Person or shall convey, transfer, lease or otherwise dispose of
substantially all of its properties and assets to any Person, and the successor
Person resulting from such amalgamation or consolidation, or surviving such
merger, or into which the Company shall have been merged, or the successor
Person which shall have received a conveyance, transfer, lease or other
disposition as aforesaid, shall have executed an indenture supplemental hereto
with the Trustee pursuant to Article Eight, any of the Senior Notes authenticated
or delivered prior to such amalgamation, consolidation, merger, conveyance,
transfer, lease or other disposition may, from time to time, at the request of
the successor Person, be exchanged for other Senior Notes executed in the name
of the successor Person with such changes in phraseology and form as may be
appropriate, but otherwise in substance of like tenor as the Senior Notes
surrendered for such exchange and of like principal amount; and the Trustee,
upon Company Order of the successor Person, shall authenticate and deliver
Senior Notes as specified


 


22

















 


in such request for the purpose
of such exchange. If Senior Notes shall at any time be authenticated and
delivered in any new name of a successor Person pursuant to this Section in
exchange or substitution for or upon registration of transfer of any Senior
Notes, such successor Person, at the option of any Holder but without expense
to such Holder, shall provide for the exchange of all Senior Notes at the time
Outstanding held by such Holder for Senior Notes authenticated and delivered in
such new name.


 


Section 304.  Temporary Senior Notes.


 


Pending the preparation of
definitive Senior Notes as provided in Section 201, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Senior Notes which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the same tenor as the definitive Senior Notes in lieu of which
they are issued, with such appropriate insertions, omissions, substitutions and
other variations as the directors or officers executing such Senior Notes may
determine, as conclusively evidenced by their execution of such Senior Notes
and which may be executed by manual or facsimile signatures to the same extent
as set forth in Section 303.


 


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


 


Section 305. 
Registration; Registration of Transfer and Exchange.


 


The Company shall cause to be
kept at the Corporate Trust Office of the Trustee a register (the register
maintained in such office and in any other office or agency designated pursuant
to Section 1002 being herein sometimes referred to as the “Senior Note
Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Senior Notes and
of transfers of Senior Notes. Said office or agency is hereby initially
appointed “Senior Note Registrar” for the purpose of registering Senior Notes
and transfers of Senior Notes as herein provided.


 


Subject to the provisions of
this Section 305 regarding the transfer of interests in the Global
Security, upon surrender for registration of transfer of any Senior Note at the
office or agency of the Company designated pursuant to Section 1002, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Senior Notes
of any authorized denomination or denominations of a like aggregate principal
amount.


 


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


 


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


 


23

















 


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


 


No service charge shall be made
for any registration of transfer or exchange or redemption of Senior Notes, but
the Company may require payment of a sum sufficient to pay all documentary,
stamp or similar issue or transfer taxes or other governmental charges that may
be imposed in connection with any registration of transfer or exchange of
Senior Notes, other than transfers or exchanges pursuant to Section 303,
304, 906, 1012, 1013, 1015 or 1108 not involving any transfer.


 


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


 


Notwithstanding any other
provision of this Section, unless and until it is exchanged in whole or in part
for the individual Senior Notes represented thereby, a Global Security
representing all or a portion of the Senior Notes may not be transferred except
as a whole by the Depositary to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary or a nominee of
such successor Depositary.


 


If at any time the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
or if at any time the Depositary shall no longer be eligible under
Section 303, the Company shall appoint a successor Depositary. If a
successor Depositary is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such ineligibility, the
Company will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of individual Senior Notes, will authenticate and
deliver, individual Senior Notes in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing the Senior
Notes in exchange for such Global Security or Senior Notes.


 


If an Event of Default has
occurred and is continuing, the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of individual
Securities, will authenticate and deliver, individual Securities in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing the Securities in exchange for such Global Security
or Securities.


 


The Depositary may surrender a
Global Security in exchange in whole or in part for individual Senior Notes
registered in the name of a member of, or participant in, the Depositary (an
“Agent Member”). Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge to each Person specified by
such Depositary a new individual Security or Securities of any authorized
denomination as requested by such Person in aggregate principal amount equal to
and in exchange for such Person’s beneficial interest in the Global Security,
and the Security Registrar shall reflect on its books and records the date and
a decrease in the principal amount of the Global Security equal to the
principal amount of the individual Senior Notes delivered to Holders thereof.


 


Upon the exchange of a Global
Security for individual Senior Notes, such Global Security shall be cancelled
by the Trustee. Individual Senior Notes issued in exchange for a Global
Security pursuant to this Section 305 shall be registered in such names
and in such authorized denominations as the


 


24

















 


Depositary for such Global
Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. The Trustee and the Company shall not
have any liability for the accuracy of the instructions received from the
Depositary. The Trustee shall deliver such Senior Notes to the Persons in whose
names such Senior Notes are so registered.


 


Agent Members shall have no
rights under this Indenture with respect to any Global Security held on their
behalf by the Depositary, or the Paying Agent as its custodian, or under the
Global Security, and the Depositary may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner of such
Global Security for all purposes whatsoever.


 


Neither the Company nor the
Trustee shall have any responsibility or obligation to any participant in the
Depositary, any Person claiming a beneficial ownership interest in the
Securities under or through the Depositary or any such participant, or any
other Person which is not shown on the Security Register as being a Holder,
with respect to (1) the Senior Notes; (2) the accuracy of any records
maintained by the Depositary or any such participant; (3) the payment by
the Depositary or any such participant of any amount in respect of the
principal of or premium or interest on the Senior Notes; (4) any notice
which is permitted or required to be given to Holders of Senior Notes under
this Indenture; (5) the selection by the Depositary or any such
participant of any Person to receive payment in the event of a partial
redemption of the Senior Notes; or (6) any consent given or other action
taken by the Depositary as Holder of Senior Notes.


 


Section 306.  Mutilated, Destroyed, Lost and
Stolen Senior Notes.


 


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


 


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


 


Upon the issuance of any
replacement Senior Notes under this Section, the Company may require the
payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer
taxes or other governmental charges that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee) connected
therewith.


 


Every replacement Senior Note
issued pursuant to this Section in lieu of any destroyed, lost or stolen Senior
Note shall constitute a contractual obligation of the Company, whether or not
the destroyed, lost or stolen Senior Note shall be at any time enforceable by
anyone, and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Senior Notes duly issued hereunder.


 


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


 


Section 307.  Payment of Interest; Interest
Rights Preserved.


 


Interest on any Senior Note
which is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Senior Note (or one
or more


 


25

















 


Predecessor Senior Notes) is
registered at the close of business on the Regular Record Date for such
Interest.


 


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


 


(a)                                  The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Senior Notes (or their
respective Predecessor Senior Notes) are registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest, which shall
be fixed in the following manner. The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each Senior
Note and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this
Subsection provided. Thereupon the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not more than
15 days and not less than ten days prior to the date of the proposed
payment and not less than ten days after the receipt by the Trustee of the
notice of the proposed payment. The Trustee shall promptly notify the Company
of such Special Record Date. In the name and at the expense of the Company, the
Trustee shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first class postage prepaid,
to each Holder at his address as it appears in the Senior Note Register, not
less than ten days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having
been so mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Senior Notes (or their respective Predecessor Senior Notes) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following Subsection (b).


 


(b)                                 The Company may make payment of any Defaulted
Interest in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Senior Notes may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this Subsection,
such payment shall be deemed practicable by the Trustee.


 


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


 


Section 308.  Persons Deemed Owners.


 


Prior to the time of due
presentment for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name any
Senior Note is registered as the owner of such Senior Note for the purpose of
receiving payment of principal of, and premium, if any, and (subject to
Sections 305 and 307) Interest on, such Senior Note and for all other purposes whatsoever,
whether or not such Senior Note be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.


 


26

















 


Section 309.  Cancellation.


 


All Senior Notes surrendered for
payment, redemption, registration of transfer or exchange shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it. The Company shall deliver to the Trustee for
cancellation any Senior Notes previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Senior
Notes so delivered shall be promptly cancelled by the Trustee. No Senior Notes
shall be authenticated in lieu of or in exchange for any Senior Notes cancelled
as provided in this Section, except as expressly permitted by this Indenture.
All cancelled Senior Notes shall be disposed of by the Trustee in accordance
with its customary procedures and certification of their disposal delivered to
the Company unless by a Company Order the Company shall direct that cancelled
Senior Notes be returned to it.


 


Section 310.  Computation of Interest.


 


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


 


Section 311.  CUSIP and CINS Numbers.


 


The Company in issuing the
Senior Notes may use “CUSIP” and “CINS” numbers (if then generally in use) and,
if so, the Trustee shall use “CUSIP” and “CINS” 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 Senior 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 Senior Notes, and any such
redemption shall not be affected by an defect in or omission of such numbers.
The Company will promptly notify the Trustee of any change in the “CUSIP” or
“CINS” numbers.


 


ARTICLE FOUR


 


SATISFACTION
AND DISCHARGE


 


Section 401.  Satisfaction
and Discharge of Indenture.


 


This Indenture shall, upon
Company Request, cease to be of further effect as to all Outstanding Senior
Notes (except as to surviving rights of registration of transfer or exchange of
Senior Notes herein expressly provided for) and the Trustee, on demand of and
at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such Senior Notes, when


 


(a)                                  either


 


(1)                                  all Senior Notes theretofore authenticated and
delivered (other than (i) Senior Notes which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 306 and
(ii) Senior Notes for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter repaid
to the Company or discharged from such trust, as provided in Section 1003)
have been delivered to the Trustee for cancellation; or


 


(2)                                  all such Senior Notes not theretofore delivered to
the Trustee for cancellation have become due and payable,


 


and the Company, in the case of
(2) above, has irrevocably deposited or caused to be deposited with the
Trustee, under the terms of an irrevocable trust agreement in form and
substance satisfactory to the Trustee, as trust funds in trust solely for the
benefit of the Holders for that purpose, cash in U.S.


 


27

















 


dollars sufficient to pay and discharge the
entire Indebtedness on such Senior Notes not theretofore delivered to the
Trustee for cancellation, for principal, premium, if any, and Interest to the
date of such deposit (in the case of Senior Notes which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be;


 


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


 


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


 


Notwithstanding the satisfaction
and discharge of this Indenture, the obligations of the Company to the Trustee
under Section 606 and the penultimate paragraph of Section 1003
hereof shall survive.


 


Section 402.  Application of Trust Money.


 


Subject to the provisions of the
penultimate paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it,
in accordance with the provisions of the Senior 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 Persons entitled
thereto, of the principal, premium, if any, and Interest for whose payment such
money has been deposited with the Trustee.


 


ARTICLE FIVE


 


REMEDIES


 


Section 501.  Events of Default.


 


An “Event of Default” occurs if:


 


(a)                                  the Company defaults in the payment of Interest on
any Senior Note when the same becomes due and payable and such Default
continues for a period of 30 days; or


 


(b)                                 the Company defaults in the payment of the
principal of, premium, if any, on any Senior Note when the same becomes due and
payable at Maturity; or


 


(c)                                  the Company defaults in the performance of, or
breaches, any covenant, warranty or agreement of the Company under the Senior
Notes or hereunder (other than a Default in the performance, or breach, of a
covenant, warranty or agreement that is specifically dealt with elsewhere in
this Section), and such Default or breach continues for a period of
30 days after there has been given, by registered or certified mail, to
the Company by the Trustee or to the Company and the Trustee by the Holders of
at least 25% in principal amount of the Outstanding Senior Notes, a written
notice specifying such Default or breach and stating that such notice is a
“Notice of Default” hereunder; or


 


(d)                                 an event of Default shall have occurred with
respect to any issue or issues of Indebtedness of the Company or any Subsidiary
having an outstanding principal amount of $5,000,000 or more individually or in
the aggregate, for all issues of all such Persons, whether such Indebtedness
now exists or shall hereafter be created, which has caused such Indebtedness of
at least $5,000,000 or aggregating at least $5,000,000 becoming or being
declared due and payable prior to the date on which it would otherwise become
due and payable and such Indebtedness has not been discharged in full or such
acceleration has not been rescinded or annulled within 30 days of such
acceleration; or


 


28

















 


(e)                                  judgments or orders are rendered against the
Company or any Subsidiary which require the payment in money, either
individually or in an aggregate amount, that is more than $5,000,000 and such
judgments or orders shall remain unsatisfied, unstayed or unbonded (provided that the judgment or order shall
only be considered bonded if as a result of such bond no action can be taken to
enforce the judgment or order) for 60 days; or


 


(f)                                    a decree or order is entered by a court having
jurisdiction in the premises (i) for relief in respect of the Company or
any Material Subsidiary in an involuntary case or proceeding under the Federal
Bankruptcy Code or any other federal or state law relating to bankruptcy,
insolvency, reorganization or relief of debtors, or similar law or
(ii) adjudging the Company or any Material Subsidiary a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company or any
Material Subsidiary under the Federal Bankruptcy Code or any other applicable
federal or state law relating to bankruptcy, insolvency, reorganization or
relief of debtors or other similar law, or (iii) appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Company or any Material Subsidiary or of any substantial part
of any of their properties, or (iv) ordering the winding up or liquidation
of any of their affairs, and any such decree or order remains unstayed and in
effect for a period of 60 consecutive days; or


 


(g)                                 the Company or any Material Subsidiary institutes
a voluntary case or proceeding under the Federal Bankruptcy Code or any other
applicable federal or state law relating to bankruptcy, insolvency,
reorganization or relief of debtors or similar law or any other case or proceeding
to be adjudicated a bankrupt or insolvent, or any of them consents to the entry
of a decree or order for relief in respect of the Company or any Material
Subsidiary in any involuntary case or proceeding under the Federal Bankruptcy
Code or any other applicable federal or state law relating to bankruptcy,
insolvency, reorganization or relief of debtors or similar law or to the
institution of bankruptcy or insolvency proceedings against the Company or any
Material Subsidiary, or any of them files a petition or answer or consent
seeking reorganization or relief under the Federal Bankruptcy Code or any other
applicable federal or state law relating to bankruptcy, insolvency,
reorganization or relief of debtors, or similar law, or any of them consents to
the filing of any such petition or to the appointment of or taking possession
by a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of any of the Company or any Material Subsidiary or of any
substantial part of its property, or any of them makes an assignment for the
benefit of creditors, or any of them admits in writing its inability to pay its
debts generally as they become due or any of them takes corporate action in
furtherance of any such action; or


 


(h)                                 the Company or any Material Subsidiary which is
not a U.S. corporation makes an application for an administrative order or
convenes any meeting of its members or creditors or takes any other steps
(under any applicable law relating to bankruptcy, insolvency, liquidation,
winding-up, reorganization or similar proceedings) with a view to the
liquidation, winding-up, dissolution, receivership, administration,
reorganization or amalgamation of the Company or such Material Subsidiary or
with a view to proposing any kind of composition, scheme of arrangement or
other compromise or arrangement with its creditors generally other than solvent
amalgamations and similar reorganizations otherwise permitted under Article
Eight hereof; or


 


(i)                                     with respect to the Company or any Material
Subsidiary that is not a U.S. corporation, (i) an application for an
administrative order in relation to the Company or such Material Subsidiary is
presented to a court having jurisdiction in the premises; (ii) an
administrative or other receiver or any manager is appointed by a court having
jurisdiction in the premises with respect to the Company or such Material
Subsidiary or all or any substantial part of their respective property; or
(iii) a petition is presented to a court having jurisdiction in the
premises by any person requesting the liquidation, dissolution or winding-up of
the Company or such Material Subsidiary; and, in the case of each of clauses
(i) through (iii) above, such application,


 


29

















 


appointment or petition is not revoked,
discharged or dismissed or the related proceedings not stayed, as the case may
be, within 60 days; or


 


(j)                                     there occurs, in relation to the Company or any
Material Subsidiary which is not a U.S. corporation, in any courts having
jurisdiction in the premises of any country or territory in which it carries on
business or to the jurisdiction of whose courts it or a substantial portion of
its property is subject any event or proceeding which corresponds in that
country or territory with any of those mentioned in sub-clauses (f) to
(i) inclusive (subject to the same exceptions provided in said sub-clauses
and the passage of analogous time periods); or


 


(k)                                  there is a Default in the performance or breach of
any of the provisions of Article Eight or Section 1012.


 


Section 502.  Acceleration of Maturity;
Rescission.


 


(a)                                  If an Event of Default (other than an Event of
Default specified in Section 501(f) through 501(j)) occurs and is
continuing, the Trustee or the Holders of at least 25% of the principal amount
of the Senior Notes then Outstanding by written notice to the Company (and to
the Trustee if such notice is given by the Holders), may, and the Trustee at
the request of such Holders shall, declare all unpaid principal of, and
premium, if any, and accrued Interest on, all the Senior Notes to be due and
payable immediately, and upon any such declaration such principal, premium and
accrued Interest shall become immediately due and payable. Thereupon the
Trustee may, at its discretion, proceed to protect and enforce the rights of
Holders of the Senior Notes by appropriate judicial proceeding.


 


(b)                                 If an Event of Default specified in any of
Sections 501(f) through 501(j) occurs and is continuing, the amounts described in
clause (a) above shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder.


 


(c)                                  After a declaration of acceleration, but before a
judgment or decree for payment of the money due has been obtained by the
Trustee, by written notice to the Company and the Trustee, the Holders of a
majority in aggregate principal amount of the Outstanding Senior Notes may
annul a declaration of acceleration of the Senior Notes, provided, in each case, that (a) the
Company has paid or deposited with the Trustee a sum sufficient to pay
(i) all sums paid or advanced by the Trustee under this Indenture and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, (ii) all overdue Interest on all Senior Notes,
(iii) the principal of and premium, if any, on the Senior Notes, which
have become due otherwise than by such declaration of acceleration and interest
thereon at the rate borne by the Senior Notes and (iv) to the extent that
payment of such interest is lawful, interest upon overdue Interest at the rate
borne by the Senior Notes; and (b) all Events of Default, other than the
non-payment of principal of the Senior Notes which have become due solely by the
declaration of acceleration, have been cured or waived.


 


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


 


The Company covenants that if


 


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


 


(b)                                 Default is made in the payment of the principal
of, or premium, if any, on any Senior Note at the Maturity thereof,


 


30

















 


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


 


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


 


If an Event of Default occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders under this Indenture by such
appropriate private or judicial proceedings as the Trustee shall deem most
effectual to protect and enforce such rights.


 


Section 504.  Trustee May File Proofs of
Claim.


 


In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to the Company or
any other obligor upon the Senior Notes or the property of the Company or of
such other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Senior Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,


 


(a)                                  to file and prove a claim for the whole amount of
principal, premium, if any, and Interest owing and unpaid in respect of the
Senior Notes and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and


 


(b)                                 to collect and receive any moneys, securities or
other property payable or deliverable upon the exchange of the Senior Notes in
connection with any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or similar official in
any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay the Trustee any amount
due it for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 606.


 


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


 


Section 505.  Trustee May Enforce Claims
Without Possession of Senior Notes.


 


All rights of action and claims
under this Indenture or the Senior Notes may be prosecuted and enforced by the
Trustee without the possession of any of the Senior Notes or the production
thereof in


 


31

















 


any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name and as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Senior Notes in respect of which
such judgment has been recovered.


 


Section 506.  Application of Money
Collected.


 


Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal, premium, if any, or closing Interest, upon
presentation of the Senior Notes and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:


 


FIRST: To the payment of all
amounts due the Trustee under Section 606;


 


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


 


THIRD: The balance, if any, to
the Company.


 


Section 507.  Limitation on Suits.


 


No Holder of Senior Notes shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture or such Senior Notes, or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless


 


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


 


(b)                                 a written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder shall have been made by not less than 25% in principal amount of the
Senior Notes then Outstanding;


 


(c)                                  such Holder or Holders have offered to the Trustee
indemnity reasonably satisfactory to it against the costs, expenses and
liabilities to be incurred in compliance with such request;


 


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


 


(e)                                  no direction inconsistent with such written
request has been given to the Trustee during such 60-day period by the Holders
of a majority in principal amount of the Outstanding Senior Notes;


 


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


 


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


 


Notwithstanding any other
provision in this Indenture, the Holder of any Senior Note shall have the
right, which is absolute and unconditional, to receive payment of the principal
of, and premium, if any, and (subject to Section 307) Interest on, such
Senior Note on the respective due dates expressed in such Senior Note (or, in
the case of redemption, on the Redemption Date) and to institute suit for


 


32

















 


the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.


 


Section 509.  Restoration of Rights and
Remedies.


 


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


 


Section 510.  Rights and Remedies
Cumulative.


 


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


 


Section 511.  Delay or Omission Not Waiver.


 


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


 


Section 512.  Control by Holders.


 


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


 


(a)                                  such direction shall not be in conflict with any
rule of law or with this Indenture or expose the Trustee to personal liability,
and


 


(b)                                 subject to the provisions of Trust Indenture Act
Section 315, the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.


 


Section 513.  Waiver of Past Defaults.


 


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


 


(a)                                  in the payment of the principal of, or premium, if
any, or interest on, any Senior Note, or


 


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


 


Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.


 


33

















 


Section 514.  Undertaking for Costs.


 


All parties to this Indenture
agree, and each Holder of any Senior Note by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and expenses, against
any party litigant in such suit, having due regard to the merits and good faith
of the claims or defenses made by such party litigant; but the provisions of
this Section shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder for the enforcement of the payment of the principal
of, or premium, if any, or interest on, any Senior Note on or after the
respective Stated Maturities expressed in such Senior Note (or, in the case of
redemption, on or after the Redemption Date), or to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the Senior Notes.


 


Section 515.  Waiver of Stay, Extension or Usury Laws.


 


The Company covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or
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, which may affect the covenants or the performance of this Indenture;
and the Company (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.


 


ARTICLE SIX


 


THE TRUSTEE


 


Section 601.  Notice of Defaults.


 


Within 90 days after the
occurrence of any Default that is known to the Trustee, the Trustee shall
transmit by mail to all Holders, as their names and addresses appear in the
Senior Note Register, notice of such Default, unless such Default shall have
been cured or waived; provided, however,
that, except in the case of a Default in the payment of the principal of, or
premium, if any, or Interest on, any Senior Note, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders; and provided
further that, in the case of any Default or breach of the character
specified in Section 501(c), no such notice to Holders shall be given
until at least 30 days after the occurrence thereof.


 


Section 602.  Certain Rights of Trustee.


 


Subject to the provisions of
Trust Indenture Act Sections 315(a) through 315(d):


 


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


 


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


 


34

















 


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


 


(d)                                 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 in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon;


 


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


 


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


 


(g)                                 the Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder;


 


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


 


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


 


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


 


(k)                                  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


 


(l)                                     the Trustee may request that the Company deliver
an Officers’ Certificate setting forth the names of individuals and/or titles
of officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers’ Certificate may be signed by any person authorized
to sign an Officers’ Certificate, including any person specified as so
authorized in any such certificate previously delivered and not superseded.


 


Section 603.  Not Responsible for Recitals
or Issuance of Senior Notes.


 


The recitals contained herein
and in the Senior Notes, except the Trustee’s certificates of authentication,
shall be taken as the statements of the Company, and the Trustee assumes no


 


35

















 


responsibility for their
correctness. The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Senior Notes. The Trustee shall not be accountable
for the use or application by the Company of the proceeds from the issuance of
the Senior Notes, except that the Trustee represents that it is duly authorized
to execute and deliver this Indenture, authenticate the Senior Notes and
perform its obligations hereunder and that, if and when the Company seeks to
qualify this Indenture under the Trust Indenture Act, the statements made by it
in a Statement of Eligibility on Form T-1 supplied to the Company will be
true and accurate, subject to the qualifications set forth therein.


 


Section 604.  May Hold Senior Notes.


 


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


 


Section 605.  Money Held in Trust.


 


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


 


Section 606.  Compensation
and Reimbursement.


 


The Company agrees:


 


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


 


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


 


(c)                                  to indemnify each of the Trustee and any
predecessor for, and to hold it harmless against, any and all loss, damage,
claim, liability or expense, including taxes (other than taxes based on the
income of the Trustee) incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this
trust, including the costs and expenses of defending itself against any claim
(whether asserted by any Holder or the Company or any other Person) or
liability in connection with the exercise or performance of any of its powers
or duties hereunder.


 


As security for the performance
of the obligations of the Company under this Section, the Trustee shall have a
claim prior to the Senior Notes upon all property and funds held or collected
by the Trustee as such, except funds held in trust for the benefit of Holders
of particular Senior Notes.


 


If the Trustee incurs expenses
or renders services after the occurrence of an Event of Default specified in
Sections 501(f) through (j), the expenses and compensation for such services
are intended to constitute expenses of administration under the Federal
Bankruptcy Code or any similar federal, state or foreign law for the relief of
debtors.


 


The provisions of this Section
shall survive the termination of this Indenture.


 


36

















Section 607.  Conflicting
Interests.


 


The
Trustee shall comply with the provisions of Section 310(b) of the Trust
Indenture Act.


 


Section 608.  Corporate Trustee Required; Eligibility.


 


There
shall at all times be a Trustee hereunder which shall be eligible to act as
Trustee under Trust Indenture Act Section 310(a)(1) and which shall have a
combined capital and surplus of at least $50,000,000 and have its Corporate
Trust Office located in The City of New York (or if its Corporate Trust Office
shall not be located in The City of New York, which shall maintain an office in
The City of New York where the Senior Notes may be presented or surrendered and
notices and demands hereunder may be made or served) to the extent there is
such an institution eligible and willing to serve. If such corporation
publishes reports of condition at least annually pursuant to law or to the
requirements of federal, state, territorial or District of Columbia supervising
or examining authority, then, for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.


 


Section 609.  Resignation
and Removal; Appointment of Successor.


 


(a)                                  No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under
Section 610.


 


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


 


(c)                                  The Trustee may, at any time, be removed as
Trustee by an Act of the Holders of a majority in principal amount of the
Outstanding Senior Notes delivered to the Trustee and the Company. If an
instrument of acceptance by a successor Trustee shall not have been delivered
to the Trustee within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition at the expense of the Company any court of
competent jurisdiction for the appointment of a successor Trustee.


 


(d)                                 If at any time:


 


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


 


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


 


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


 


then, in any case, (i) the
Company by a Board Resolution may remove the Trustee, or (ii) subject to
Section 514, the Holder of any Senior Note who has been a bona fide Holder
of a Senior Note for at least six months may, on behalf of himself and all
others similarly


 


37

















 


situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.


 


(e)                                  If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Senior Notes delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with Section 610, become the successor Trustee
and supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Holders of the Senior
Notes and so accepted appointment, the Holder of any Senior Note who has been a
bona fide Holder for at least six months may on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.


 


(f)                                    The Company shall give notice of each resignation
and each removal of the Trustee and each appointment of a successor Trustee by
mailing written notice of such event by first class mail, postage prepaid, to
the Holders of Senior Notes as their names and addresses appear in the Senior
Note Register. Each notice shall include the name of the successor Trustee and
the address of its Corporate Trust Office.


 


Section 610.  Acceptance
of Appointment by Successor.


 


Every successor Trustee
appointed hereunder shall execute, acknowledge and deliver to the Company and
to the retiring Trustee an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee; provided, however, that
the retiring Trustee shall continue to be entitled to the benefit of
Section 606(c). On request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all such rights, powers and
trusts of the retiring Trustee, and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder. Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts.


 


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


 


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


 


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


 


38

















 


Section 612.  Preferential
Collection of Claims Against Company.


 


If and when the Trustee shall be
or become a creditor of the Company (or any other obligor under the Senior
Notes), the Trustee shall be subject to the provisions of the Trust Indenture
Act regarding the collection of claims against the Company (or any such other
obligor).


 


ARTICLE SEVEN


 


HOLDERS’ LISTS AND REPORTS BY

TRUSTEE AND COMPANY


 


Section 701.  Disclosure
of Names and Addresses of Holders.


 


Every Holder of Senior Notes, by
receiving and holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee or any agent of either of them shall be
held accountable by reason of the disclosure of any information as to the names
and addresses of the Holders in accordance with Trust Indenture Act
Section 312, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under Trust Indenture Act
Section 312.


 


Section 702.  Reports by Trustee .


 


(a)                                  Within 60 days after May 15 of each year
commencing with the first May 15 after the first issuance of Senior Notes,
the Trustee shall transmit by mail to all Holders, as their names and addresses
appear in the Senior Note Register, as provided in Trust Indenture Act
Section 313(c), a brief report dated as of such May 15 if required by
Trust Indenture Act Section 313(a).


 


(b)                                 A copy of each such report shall, at the time of
such transmission to Holders, be filed by the Trustee with each stock exchange,
if any, upon which the Senior Notes are listed, with the Commission and with
the Company. The Company will promptly notify the Trustee when the Senior Notes
are listed on any stock exchange and of any delisting thereof.


 


Section 703.  Reports by Company.


 


The Company shall:


 


(a)                                  file with the Trustee, within 15 days after
the Company files the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions
of any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company is required to file with the
Commission pursuant to Section 1016(c) of this Indenture;


 


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


 


(c)                                  transmit by mail to all Holders, as their names
and addresses appear in the Senior Note Register, (i) within 30 days
after the filing thereof with the Trustee, in the manner and to the extent
provided in Trust Indenture Act Section 313(c), such summaries of any
information, documents and reports required to be filed by the Company pursuant
to Subsections (a) and (b) of this Section as may be required by
rules and regulations prescribed from time to time by the Commission and
(ii) within 30 days after the mailing thereof to shareholders of the
Company, all reports and other documents sent by the Company to its
shareholders.


 


Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any


 


39

















 


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


 


ARTICLE EIGHT


 


CONSOLIDATION, MERGER,

CONVEYANCE, TRANSFER OR LEASE


 


Section 801.  Company May Consolidate, Etc., Only on Certain Terms.


 


The Company shall not amalgamate
or consolidate with, or merge with or into, any other Person or sell, assign,
convey, transfer, lease or otherwise dispose of all or substantially all of its
properties and assets substantially as an entirety to any Person or group of
affiliated Persons unless at the time and after giving effect thereto:


 


(i)                                     either (a) the Company shall be the
continuing company or corporation or (b) the Person (if other than the
Company) formed by such amalgamation, consolidation or merger, or to which such
sale, assignment, transfer, lease, conveyance or disposition shall have been
made (the “Surviving Entity”), is a company or corporation duly organized and
validly existing under the laws of the Islands of Bermuda, the United States of
America, any state thereof or the District of Columbia and shall, in either
case, expressly assume by supplemental indenture hereto, executed and delivered
to the Trustee, in form satisfactory to the Trustee, all the obligations of the
Company under the Senior Notes and this Indenture, and this Indenture shall
remain in full force and effect;


 


(ii)                                  immediately prior to such transaction, and
immediately after giving effect to such transaction on a pro forma basis, no Default or Event of
Default shall have occurred and be continuing;


 


(iii)                               except as provided for in Section 1018, the Consolidated Net Worth
of the Company (or the Surviving Entity if the Company is not the continuing
obligor under this Indenture), on a pro
forma basis after giving effect to such transaction, is not less
than the Consolidated Net Worth of the Company immediately prior to such
transaction;


 


(iv)                              except as provided for in Section 1018, immediately after giving
effect to such transaction on a pro forma basis, the Company (or the Surviving
Entity if the Company is not the continuing obligor under this Indenture) would
be able to Incur at least $1.00 of additional Indebtedness pursuant to
Section 1007 (excluding Permitted Indebtedness);


 


(v)                                 the Surviving Entity formed by such amalgamation,
consolidation, merger, conveyance, transfer or lease (if such person is
organized and validly existing under the laws of a jurisdiction other than the
United States, any State thereof, or the District of Columbia) agrees to
indemnify the Holder of each Senior Note against (a) any tax, assessment
or governmental charge imposed on any such Holder or required to be withheld or
deducted from any payment to such Holder as a consequence of such amalgamation,
consolidation, merger, conveyance, transfer or lease and (b) any costs or
expenses of the act of such amalgamation, consolidation, merger, conveyance,
transfer or lease; and


 


(vi)                              the Company has delivered to the Trustee, in form and substance
reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion
of Counsel, each stating that such consolidation, merger or transfer and such
supplemental indenture, if one is required by this Section 801, comply
with this Section 801 and that all conditions precedent herein provided
for relating to such transaction have been complied with.


 


40

















 


Section 802.  Successor Substituted.


 


Upon any amalgamation or
consolidation or merger or any sale, assignment, transfer, lease or conveyance
or other disposition of all or substantially all of the assets of the Company
in accordance with Section 801, the successor Person formed by such
amalgamation or consolidation or into which the Company is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein.


 


ARTICLE NINE


 


SUPPLEMENTAL INDENTURES


 


 


Section 901.  Supplemental
Indentures Without Consent of Holders.


 


Without the consent of any
Holders, the Company, when authorized by a Board Resolution, and the Trustee,
at any time and from time to time, may enter into one or more indentures
supplemental hereto in form satisfactory to the Trustee, for any of the
following purposes:


 


(a)                                  to evidence the succession in accordance with
Section 801 of another Person to the Company and the assumption by any
such successor of the covenants of the Company herein and in the Senior Notes;


 


(b)                                 to add to the covenants of the Company for the
benefit of the Holders, or to surrender any right or power herein or in the
Senior Notes conferred upon the Company;


 


(c)                                  to cure any ambiguity, to correct or supplement
any provision herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions with respect to matters or
questions arising under this Indenture; provided
that, in each case, such provisions shall not adversely affect the interests of
the Holders;


 


(d)                                 to secure the Senior Notes;


 


(e)                                  to make any other change that does not adversely
affect the rights of any Holder;


 


(f)                                    to comply with the requirements of the Commission
under the Trust Indenture Act; or


 


(g)                                 to evidence the appointment of a successor Trustee
upon the resignation or removal of the Trustee as Trustee, as provided in
Section 609 of the Indenture.


 


Section 902.  Supplemental
Indentures With Consent of Holders.


 


With the consent of the Holders
of not less than a majority in principal amount of the Outstanding Senior
Notes, by Act of such Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may enter into
one or more indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or waiving or modifying in any manner the rights of the Holders
under this Indenture; provided, however,
that no such supplemental indenture, amendment or waiver shall, without the
consent of the Holder of each Outstanding Senior Note affected thereby:


 


(a)                                  change the Stated Maturity of the principal of, or
any installment of Interest on, any Senior Note or reduce the principal amount
thereof or reduce the rate of interest or any premium payable upon the
redemption thereof, or reduce any Additional Amounts payable, if any, or change
the coin or currency in which the principal of any Senior Note or any premium
or the Interest thereon is payable, or impair the right to institute suit for
the enforcement of any such payment after the Stated Maturity thereof (or, in
the case of redemption, on or after the


 


41

















 


Redemption Date) or modify the
obligation of the Company to purchase Senior Notes upon a Change of Control; or


 


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


 


(c)                                  modify any of the provisions of this Section or
Section 513 or Section 1017, except to increase the percentage or
principal amount of Outstanding Senior Notes the consent of whose Holders is
required for the actions described in such sections, or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Senior Note affected thereby.


 


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


 


Section 903.  Execution of
Supplemental Indentures.


 


In executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Trust Indenture Act
Sections 315(a) through 315(d) and Section 602 hereof) shall be fully
protected in relying upon, an Opinion of Counsel and an Officers’ Certificate
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.


 


Section 904.  Effect of
Supplemental Indentures.


 


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


 


Section 905.  Conformity
with Trust Indenture Act.


 


Every supplemental indenture
executed pursuant to this Article shall conform to the requirements of the
Trust Indenture Act, as then in effect.


 


Section 906.  Reference in Senior Notes to
Supplemental Indentures.


 


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


 


ARTICLE TEN


 


COVENANTS


 


 


Section 1001.  Payment of
Principal, Premium, Interest and Additional Amounts.


 


(a)                                  The Company will duly and punctually pay the
principal of, and premium, if any, and Interest on, the Senior Notes in accordance
with the terms of the Senior Notes and this Indenture.


 


42

















 


(b)                                 The Company hereby further agrees, subject to the
limitations and exceptions set forth below, that if any deduction or
withholding for any present or future taxes, assessments or other governmental
charges of the jurisdiction (or any political subdivision or taxing authority
thereof or therein) in which the Company is incorporated or resident for tax
purposes shall at any time be required by such jurisdiction (or any such
political subdivision or taxing authority) in respect of any amounts to be paid
by the Company under the Senior Notes, then the Company will pay to the Holder
of a Senior Note as supplemental interest such additional amounts (“Additional
Amounts”) as may be necessary in order that the net amounts paid to the Holder
of such Senior Note who, with respect to any such tax, assessment or other
governmental charge, is not resident in such jurisdiction, after such deduction
or withholding, shall be not less than the amounts specified in such Senior
Note to which such Holder is entitled; provided,
however, that the Company shall not be required to make any payment
of Additional Amounts (i) for or on account of any such tax, assessment or
governmental charge imposed by the jurisdiction in which the Company is
incorporated or resident for tax purposes (or any political subdivision or
taxing authority thereof or therein) or (ii) for or on account of:


 


(A)                              any tax, assessment or other governmental charge which would not have
been imposed but for (x) the existence of any present or former connection
between such Holder (or between a fiduciary, settlor, beneficiary, member or
shareholder of, or possessor of a power over, such Holder, if such Holder is an
estate, trust, partnership or corporation) and the taxing jurisdiction or any
political subdivision or territory or possession thereof or area subject to its
jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor,
beneficiary, member, shareholder or possessor) being or having been a citizen
or resident thereof or being or having been present or engaged in trade or
business therein or having or having had a permanent establishment therein or
(y) the presentation of a Senior Note (where presentation is required) for
payment on a date more than 30 days after the date on which such payment
became due and payable or the date on which payment thereof is duly provided
for, whichever occurs later;


 


(B)                                any estate, inheritance, gift, sale, transfer, personal property or
similar tax, assessment or other governmental charge;


 


43

















 


(C)                                any tax, assessment or other governmental charge which is payable
otherwise than by withholding from payments of (or in respect of) principal of,
or premium, if any, or interest on, the Senior Notes;


 


(D)                               any tax, assessment or other governmental charge that is imposed or
withheld by reason of the failure to comply by the Holder or the beneficial owner
of a Senior Note with a request of the Company addressed to the Holder
(x) to provide information, documents and other evidence concerning the
nationality, residence or identity of the Holder or such beneficial owner or
(y) to make and deliver any declaration or other similar claim (other than
a claim for refund of a tax, assessment or other governmental charge withheld
by the Company) or satisfy any information or reporting requirement, which, in
the case of (x) or (y), is required or imposed by a statute, treaty,
regulation or administrative practice of the taxing jurisdiction as a
precondition to exemption from all or part of such tax, assessment or other
governmental charge; or


 


(E)                                 any combination of items (A), (B), (C) and
(D);


 


nor shall Additional Amounts be
paid with respect to any payment of the principal of, or any premium or
interest on, any Senior Note to any Holder who is a fiduciary or partnership or
other than the sole beneficial owner of such payment to the extent such payment
would be required by the laws of the jurisdictions in which the Company is
incorporated or resident for tax purposes (or any political subdivision or
taxing authority thereof or therein) to be included in the income for tax
purposes of a beneficiary or settlor with respect to such fiduciary or a member
of such partnership or a beneficial owner who would not have been entitled to
such Additional Amounts had it been the Holder of the Senior Note.


 


Whenever in this Indenture (including, without limitation, the form of Senior
Note set forth in Exhibit A attached hereto) there is mentioned, in any
context, the payment of the principal of, or any premium or Interest on, or in
respect of, any Senior Note or the net proceeds received on the sale or
exchange of any Senior Note, such mention shall be deemed to include mention of
the payment of Additional Amounts provided for in this Section to the extent
that, in such context, Additional Amounts are, were or would be payable in
respect thereof pursuant to the provisions of this Section and express mention
of the payment of Additional Amounts (if applicable) in any provisions hereof
shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made.


 


At least ten days prior to the first Interest Payment Date, and at
least ten days prior to each date of payment of principal and any premium or
Interest, if there has been any change with respect to the matters set forth in
the below-mentioned Officers’ Certificate, the Company will furnish the Trustee
and the Company’s principal Paying Agent or Paying Agents, if other than the
Trustee, with an Officers’ Certificate instructing the Trustee and such Paying
Agent or Paying Agents whether such payment of principal of and any premium or
Interest on the Senior Notes shall be made to Holders of Senior Notes without
withholding for or on account of any tax, assessment or other governmental
charge described in the Senior Notes. If any such withholding shall be
required, then such Officers’ Certificate shall specify by country the amount,
if any, required to be withheld on such payments to such Holders of Senior
Notes and the Company will pay to the Trustee or such Paying Agent or Paying
Agents the Additional Amounts required by this Section. The Company covenants
to indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers’ Certificate furnished
pursuant to this Section.


 


44

















 


Section 1002.  Maintenance of Office or
Agency.


 


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


 


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


 


Section 1003.  Money for Senior Note Payments
to Be Held in Trust; Designation of Paying Agent.


 


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


 


Whenever the Company shall have
one or more Paying Agents for the Senior Notes, it will, on or before each due
date of the principal of, or premium, if any, or Interest on, any Senior Notes,
deposit with a Paying Agent a sum in same day funds (or New York Clearing House
funds if such deposit is made prior to the date on which such deposit is
required to be made) sufficient to pay the principal, premium, if any, or
Interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or Interest and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of such
action or any failure so to act.


 


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


 


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


 


(b)                                 give the Trustee notice of any Default by the
Company (or any other obligor upon the Senior Notes) in the making of any
payment of principal, premium, if any, or Interest; and


 


(c)                                  at any time during the continuance of any such
Default, upon the written request of the Trustee, forthwith pay to the Trustee
all sums so held in trust by such Paying Agent.


 


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


 


45

















 


Agent; and, upon such payment by
any Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.


 


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, or premium, if any, or Interest on, any Senior
Note and remaining unclaimed for two years after such principal, premium, if
any, or Interest has become due and payable shall be paid to the Company on
Company Request or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Senior Note shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease.


 


The Company hereby initially
designates the Trustee to act as Paying Agent hereunder.


 


Section 1004.  Corporate Existence.


 


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


 


Section 1005.  Payment of Taxes and Other
Claims.


 


The Company will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (a) all taxes, assessments and governmental charges levied or
imposed upon it or any Subsidiary or upon the income, profits or property of
the Company or any of its Subsidiaries and (b) all lawful claims for
labor, materials and supplies, which, if unpaid, might by law become a Lien
upon the property of the Company or any of its Subsidiaries; provided, however, that the Company shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings properly instituted
and diligently conducted and in respect of which appropriate reserves are being
maintained in accordance with GAAP consistently applied.


 


Section 1006.  Maintenance
of Properties.


 


The Company shall cause all
properties owned by, or leased to, it or any Subsidiary of the Company and
necessary in the conduct of its business or the business of such Subsidiary to
be maintained and kept in normal condition, repair and working order, ordinary
wear and tear excepted; provided, however,
that nothing in this Section shall prevent the Company or any Subsidiary of the
Company from discontinuing the use, operation or maintenance of any of such
properties, or disposing of any of them, if such discontinuance or disposal is,
in the judgment of the Board of Directors or the board of directors of the
Subsidiary concerned, or of any officer of the Company or such Subsidiary
having managerial responsibility for any such property, desirable in the
conduct of the business of the Company or any Subsidiary of the Company and if
such discontinuance or disposal is not adverse in any material respect to the
Holders of the Senior Notes.


 


The Company shall provide or
cause to be provided, for itself and any Subsidiaries of the Company, insurance
(including appropriate self-insurance) against loss or damage of the kinds
customarily insured against by corporations similarly situated and owning like
properties in the same general areas in which the Company or such Subsidiaries
operate.


 


46

















 


Section 1007.  Limitation
on Indebtedness.


 


Except as provided for in
Section 1018, the Company will not, and will not permit any of its
Subsidiaries to, Incur any Indebtedness (excluding Permitted Indebtedness)
unless, at the time of such Incurrence and after giving effect thereto on a pro forma basis, SCL’s Cash Flow Coverage
Ratio for the Reference Period would have equaled or exceeded 1.75 to 1.0.


 


Section 1008.  Limitation
on Restricted Payments.


 


(a)                                  Except as provided for in Section 1018, the
Company will not, and will not permit any of its Subsidiaries to, directly or
indirectly,


 


(i)                                     declare or pay any dividend on, or make any
distribution to holders of, any shares of its or such Subsidiary’s Capital
Stock (other than dividends or distributions payable in shares of its or such
Subsidiary’s Capital Stock or in options, warrants or other rights to purchase
such Capital Stock, but excluding dividends or distributions payable in
Redeemable Capital Stock or in options, warrants or other rights to purchase
Redeemable Capital Stock),


 


(ii)                                  purchase, redeem or acquire or retire for value,
any Capital Stock of the Company or any Subsidiary or any options, warrants or
other rights to acquire such Capital Stock (except pursuant to mandatory
sinking fund requirements or at the Stated Maturity thereof, which payments may
be made at any time during the year prior to the required sinking fund payment
date or Stated Maturity),


 


(iii)                               make any voluntary or optional principal payment, or voluntary or
optional redemption, repurchase, defeasance, or other acquisition or retirement
for value, of Indebtedness of the Company that is subordinated in right of
payment to the Senior Notes (except pursuant to mandatory sinking fund
requirements or at the Stated Maturity thereof, which payments may be made at
any time during the year prior to the required sinking fund payment date or
Stated Maturity), or


 


(iv)                              make any Investment (other than any Permitted Investment) in any Person
other than a Subsidiary and other than a Person which becomes a Subsidiary as a
result of such Investment


 


(such payments or other actions
described in the foregoing clauses (i) through (iv) are collectively
referred to as “Restricted Payments”), unless at the time of and after giving
effect to the proposed Restricted Payment (the amount of any such Restricted
Payment, if other than cash, shall be as determined by the Board of Directors,
whose determination shall be conclusive and evidenced by a Board Resolution),
(1) no Default or Event of Default shall have occurred and be continuing
or shall occur as a result of such Restricted Payment, (2) the Company
could Incur at least $1.00 of additional Indebtedness under Section 1007
(excluding Permitted Indebtedness) and (3) the aggregate amount of all
Restricted Payments declared or made after July 1, 1996 (the date of the
indenture providing for the 10 1/2% Senior Notes) shall
not exceed the sum of:


 


(A)                              50% of the aggregate cumulative Consolidated Net Income Available for
Restricted Payments accrued on a cumulative basis during the period (taken as
one accounting period) beginning on April 1, 1993 and ending on the last
day of the Company’s last fiscal quarter ending prior to the date of such
proposed Restricted Payment (or, if such aggregate cumulative Consolidated Net
Income Available for Restricted Payments shall be a loss, minus 100% of such
loss), plus


 


(B)                                the aggregate net proceeds, including the Fair Market Value of property
other than cash (as determined by the Board of Directors), received after
February 1, 1998 (the date of the indenture providing for the 7 7/8%
Senior Notes) by the Company from the issuance or sale (other than to any of
its Subsidiaries) of shares of Capital Stock of the Company (other than


 


47

















 


Redeemable Capital Stock) or
warrants, options or rights to purchase such shares of Capital Stock of the
Company (other than Redeemable Capital Stock), plus


 


(C)                                the aggregate net proceeds, including the Fair Market Value of property
other than cash (as determined by the Board of Directors), received after
February 1, 1998 by the Company (other than from any of its Subsidiaries)
upon the exercise of options, warrants or rights to purchase shares of Capital
Stock of the Company (other than Redeemable Capital Stock), plus


 


(D)                               the aggregate net proceeds, including the Fair Market Value of property
other than cash (as determined by the Board of Directors), received after
February 1, 1998 by the Company from the issue or sale of debt securities
or Redeemable Capital Stock that, in either case, have been converted into or
exchanged for Capital Stock of the Company (other than Redeemable Capital
Stock), plus the aggregate cash received by the Company at the time of such
conversion or exchange, plus


 


(E)                                 an amount equal to the net reduction after
February 1, 1998 in Investments in any third Person not a Subsidiary of
the Company resulting from payments of interest on Indebtedness, dividends,
repayments of loans or advances, or other transfers of assets, in each case to
the Company or any Subsidiary from any such third Person, but only to the
extent such payments (i) were not otherwise included in the Consolidated
Net Income of SCL, (ii) were not deducted from the Investment of the
Company in any third Person not a Subsidiary pursuant to clause (iv) of
the definition of Permitted Investments and (iii) do not exceed in the
case of any such third Person the amount of Investments previously made by the
Company or any Subsidiary in such third Person, plus


 


(F)                                 $15,000,000.


 


(b)                                 The foregoing clause (a) will not be violated
by reason of and will not take into account:


 


(i)                                     the payment of any dividend within 60 days
after the date of declaration thereof, if at such declaration date such
declaration complied with the foregoing provision (in which event such dividend
shall be deemed to have been paid on such date of declaration thereof for
purposes of the foregoing provision),


 


(ii)                                  a Restricted Payment by a Subsidiary to the
Company or to another Subsidiary of the Company or by the Company to a
Subsidiary of the Company, provided
that any Restricted Payment by a Subsidiary of the Company relating to Capital
Stock held by the Company or a Subsidiary of the Company shall also be
permitted to be made to Persons other than the Company or a Subsidiary of the
Company so long as such Restricted Payment is made to the Company or such
Subsidiary of the Company and such other Person pro rata based on the ownership interests in such Capital
Stock of the Company or such Subsidiary, on the one hand, and such other
Person, on the other hand,


 


(iii)                               the issuance of Capital Stock (other than Redeemable Capital Stock) upon
the exercise by employees of options issued pursuant to employee benefit plans,
or


 


(iv)                              so long as no Default or Event of Default is in existence,


 


(A)                              the acquisition or retirement for value of any shares of Capital Stock
or Subordinated Indebtedness prior to a Stated Maturity of such Indebtedness by
exchange for, or upon conversion of, or out of the proceeds of the
substantially concurrent sale for cash (other than to a Subsidiary) of, other
shares of Capital Stock (other than Redeemable Capital Stock) of the Company or
Indebtedness of the type, and satisfying the requirements, described in
clause (ix) of the definition of Permitted Indebtedness (except that any
Indebtedness of the Company issued in exchange for the Series A


 


48

















 


Debentures or the Series B
Debentures shall only be required to satisfy the requirements that
(xx) immediately after giving effect to such exchange, no Default or Event
of Default shall have occurred and be continuing, and (yy) the Average
Life to Stated Maturity and Stated Maturity of such Indebtedness must exceed
the Average Life to Stated Maturity and Stated Maturity of the Senior Notes,
respectively),


 


(B)                                the payment of a dividend on Preferred Shares (including Redeemable
Capital Stock) outstanding on the date of this Indenture and Preferred Shares
issued to refinance such Preferred Shares as permitted by preceding
clause (A) at rates not in excess of those set forth in the terms of such
Preferred Shares on the date hereof, and


 


(C)                                the payment of dividends on Redeemable Capital Stock issued after the
date of this Indenture.


 


Notwithstanding anything to the
contrary herein, the aggregate net proceeds, including the Fair Market Value of
property other than cash, received by the Company from the issuance or sale of
shares of Capital Stock (other than Redeemable Capital Stock) of the Company
pursuant to clauses (iii) and (iv)(A) above shall not be counted for
purposes of increasing the available amount of Restricted Payments pursuant to
clause (a)(3)(B) above.


 


Section 1009.  Transactions
with Affiliates.


 


Except as provided for in
Section 1018, the Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly, enter into any transaction or series
of related transactions (including, without limitation, the sale, purchase,
exchange or lease of assets, property or services, the entering into of any
contract, agreement or understanding, any Investment, or the payment of any
compensation) with any Affiliate of the Company (other than a Subsidiary
thereof) unless (i) such transaction or series of transactions is or are
on terms that are no less favorable to the Company or such Subsidiary, as the
case may be, than could have been obtained at the time of such transaction or
transactions in a comparable transaction in arm’s-length dealings with an
unaffiliated third party and (ii) with respect to any transaction or
series of transactions involving aggregate payments in excess of $15,000,000,
the Company delivers an Officers’ Certificate to the Trustee certifying that
such transaction or series of transactions complies with clause (i) above
and that such transaction or series of transactions has received the approval
of a majority of the disinterested directors of the Board of Directors and for
which the Company or such Subsidiary delivers to the Trustee a written opinion
of a recognized independent financial advisor, auditing or appraisal firm
stating that the transaction is fair to the Company or such Subsidiary from a
financial point of view or in the case of the sale by the Company or a
Subsidiary of an asset, that the consideration received for such asset equals
or exceeds the appraised value of such asset, or in the case of a purchase by
the Company or a Subsidiary of an asset, that the consideration paid for such
asset equals or does not exceed the appraised value of such asset, provided that the foregoing restriction
shall not apply to transactions pursuant to agreements, in place and as in
place as of the date hereof, disclosed or described in the Prospectus or in the
Company’s Annual Report on Form 10-K to the Commission for the year ended
December 31, 2002, and any extensions of such agreements and any
replacements of such agreements, provided
such replacements have substantially similar terms to the agreements being
replaced.


 


Section 1010.  Restriction
on Preferred Shares of Subsidiaries.


 


Except as provided for in
Section 1018, the Company will not permit any of its Subsidiaries to issue
any Preferred Shares (other than Redeemable Capital Stock, to the extent such
Redeemable Capital Stock is otherwise permitted to be issued in accordance with
the terms of this Indenture) or warrants, options or other rights to purchase
or otherwise acquire any Preferred Shares of such Subsidiary (other than
Redeemable Capital Stock, to the extent such Redeemable Capital Stock is
otherwise permitted to be issued in accordance with the terms of this
Indenture) or permit any Person


 


49

















 


to own or hold an interest in any Preferred
Shares of such Subsidiary (other than Redeemable Capital Stock, to the extent
such Redeemable Capital Stock is otherwise permitted to be issued in accordance
with the terms of this Indenture), provided,
however, that this Section 1010 shall not restrict any
Subsidiary from issuing Preferred Shares to and held by the Company or a wholly
owned Subsidiary of the Company.


 


Section 1011.  Limitation
on Dividends and Other Payment Restrictions Affecting Subsidiaries.


 


The Company will not, and will
not permit any Material Subsidiary to, create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or restriction of any kind
on the ability of any Material Subsidiary to (a) pay dividends or make any
other distribution on its Capital Stock, (b) pay any Indebtedness owed to
the Company or any Subsidiary, (c) make loans or advances to the Company
or any Subsidiary or (d) transfer any of its property or assets to the
Company or any Subsidiary, except (i) any encumbrance or restriction with
respect to a Subsidiary that is not a Subsidiary of the Company on the date
hereof, in existence at the time such Person becomes a Subsidiary of the
Company or created on the date it becomes a Subsidiary so long as such encumbrance
or restriction was not created in contemplation of such Person becoming a
Subsidiary; (ii) any encumbrance or restriction with respect to a
Subsidiary that had no assets immediately prior to the time the encumbrance or
restriction was created and which encumbrance or restriction was created in
connection with such Subsidiary’s acquisition of assets and the financing
thereof; (iii) any encumbrance or restriction arising under or by reason
of applicable law; (iv) any restriction on the ability of a Subsidiary to
transfer an asset or property to the extent such restriction arises pursuant to
a security interest or mortgage entered into in connection with the financing
of the acquisition of such asset or property; and (v) any encumbrance or
restriction pursuant to any agreement that extends, refinances, renews or
replaces any agreement containing any of the restrictions described in the
foregoing clauses (i), (ii) and (iv), provided
that the terms and conditions of any such restrictions are not materially less
favorable to the Holders of the Senior Notes than those under or pursuant to
the agreement extended, refinanced, renewed or replaced. The Incurrence of
Indebtedness shall not be considered the creation, existence or effectiveness
of a consensual encumbrance or restriction merely because the obligation to
repay such Indebtedness may limit such Subsidiary’s cash flow available to make
any of the payments described in clauses (a) through (d) above.


 


Section 1012.  Purchase of
Senior Notes upon Change of Control.


 


(a)                                  If there shall have occurred a Change of Control,
the Senior Notes shall be purchased by the Company, at the option of the Holder
thereof, in whole or in part in integral multiples of $1,000, on a Business Day
that is not earlier than 45 days nor later than 60 days from the date
the Change of Control Notice referred to below is given to Holders of the
Senior Notes or such later date as may be necessary for the Company to comply
with requirements under the Exchange Act (such date, or such later date, being
the “Change of Control Purchase Date”), at a purchase price in cash (the
“Change of Control Purchase Price”) in an amount equal to 101% of the principal
amount of such Senior Notes plus accrued and unpaid Interest (including any
Defaulted Interest), if any, to the Change of Control Purchase Date, subject to
satisfaction by or on behalf of the Holder of the Senior Notes of the
requirements set forth in Section 1012(c).


 


(b)                                 Within 30 days after the occurrence of a
Change of Control, the Company shall give written notice of such Change of
Control (a “Change of Control Notice”) to the Trustee, and the Trustee shall
promptly upon its receipt of such notice give a copy of such notice to Holders
of the Senior Notes in the manner specified in Section 107. The Trustee
shall be under no obligation to ascertain the occurrence of a Change of Control
or to give notice with respect thereto other than as provided above upon
receipt of a Change of Control Notice from the Company. The Change of


 


50

















 


Control Notice shall include a
form of Change of Control Purchase Notice to be completed by the Holder of the
Senior Notes and shall state:


 


(i)                                     the events causing the Change of Control and the
date such Change of Control is deemed to have occurred for purposes of this
Section 1012;


 


(ii)                                  the date by which a Holder of the Senior Notes
must give a Change of Control Purchase Notice;


 


(iii)                               the Change of Control Purchase Price;


 


(iv)                              the Change of Control Purchase Date;


 


(v)                                 that any Senior Note not purchased will continue
to accrue interest;


 


(vi)                              that the Company will pay the Change of Control Purchase Price, promptly
following the Change of Control Purchase Date, for any Senior Notes that have
been properly tendered and not withdrawn; and


 


(vii)                           the procedures a Holder of the Senior Notes must follow to exercise
rights under this Section 1012 and a brief description of those rights and
the limitations on such rights set forth in this Section 1012.


 


(c)                                  A Holder of the Senior Notes may exercise its
rights specified in Section 1012(a) upon (i) delivery to any Paying
Agent of a written notice (a “Change of Control Purchase Notice”) at any time
prior to the close of business on the Change of Control Purchase Date, stating
(A) the certificate number of the Senior Note that the Holder of the
Senior Notes will deliver to be purchased and (B) the portion of the
principal amount of the Senior Note that the Holder of the Senior Notes will
deliver to be purchased, which portion must be $1,000 or an integral multiple
thereof and (ii) delivery of such Senior Note to such Paying Agent at the
office specified for such purpose in the Change of Control Notice prior to, on
or after the Change of Control Purchase Date (together with all necessary
endorsements), such delivery being a condition to receipt by the Holder of the
Senior Notes of the Change of Control Purchase Price therefor; provided, however, that such Change of
Control Purchase Price shall be so paid only if the Senior Note so delivered to
such office shall conform in all respects to the description thereof set forth
in the related Change of Control Purchase Notice. A Change of Control Purchase
Notice may be withdrawn by delivering to the Paying Agent, not later than the
close of business on the third Business Day immediately preceding the Change of
Control Purchase Date, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder of the Senior Notes, the principal amount
of Senior Notes covered by the Change of Control Purchase Notice, and a
statement that such Holder of the Senior Notes is withdrawing his election to
have such Senior Notes purchased. If a Holder of the Senior Notes has elected
to deliver to the Company for purchase a portion of a Senior Note and not
timely withdrawn such election, and if the principal amount of such portion is
$1,000 or an integral multiple of $1,000, the Company shall purchase such
portion from the Holder thereof pursuant to this Section 1012. Provisions
of this Indenture that apply to the purchase of all of a Senior Note also apply
to the purchase of a portion of such Senior Note. Each Paying Agent shall
promptly notify the Company of the receipt by the former of any and all Change
of Control Purchase Notices.


 


(d)                                 Upon receipt by any Paying Agent of a Change of
Control Purchase Notice which is not timely withdrawn, the Holder of the Senior
Note in respect of which such Change of Control Purchase Notice was given shall
thereafter be entitled to receive solely the Change of Control Purchase Price
with respect to such Senior Note. Such Change of Control Purchase Price shall
be paid to such Holder promptly following the later of the Business Day
following the Change of Control Purchase Date (provided the conditions in
Section 1012(c) have been satisfied) and the


 


51

















 


time of delivery of such Senior
Note to the relevant Paying Agent at the office of such Paying Agent by the
Holder thereof in the manner required by Section 1012(c).


 


(e)                                  On or prior to the Change of Control Purchase
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in same day funds (or New
York Clearing House funds if such deposit is made prior to the Change of
Control Purchase Date) sufficient to pay the Change of Control Purchase Price
of all the Senior Notes or portions thereof which are to be purchased on that date.


 


(f)                                    Upon surrender of any such Senior Note for
purchase in accordance with the foregoing provisions, such Senior Note shall be
paid by the Company at the Change of Control Purchase Price; provided, however, that installments of
Interest whose Stated Maturity is on or prior to the Change of Control Purchase
Date shall be payable to the Holders of such Senior Notes, or one or more
Predecessor Senior Notes, registered as such on the relevant Regular Record
Dates according to the terms and the provisions of Section 307. If any
Senior Note tendered for purchase shall not be so paid upon surrender thereof,
the principal thereof (and premium, if any, thereon) shall, until paid, bear
interest from the Change of Control Purchase Date at the rate borne by such Senior
Note.


 


(g)                                 Any Senior Note that is to be purchased only in
part shall be surrendered to a Paying Agent at the office of such Paying Agent
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder’s attorney duly
authorized in writing), and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Senior Note, without service
charge, one or more new Senior Notes of any authorized denomination as
requested by such Holder in an aggregate principal amount equal to, and in
exchange for, the portion of the principal amount of the Senior Note so
surrendered that is not purchased.


 


Section 1013.  Disposition
of Proceeds of Asset Sales.


 


Except as provided for in
Section 1018,


 


(a)                                  the Company will not, and will not permit any of
its Subsidiaries to, make any Asset Sale unless


 


(i)                                     the Company or such Subsidiary, as the case may
be, receives consideration (including by way of the purchaser assuming
Indebtedness of the Company or any of its Subsidiaries) at the time of such
Asset Sale at least equal to the Fair Market Value of the shares or assets sold
or otherwise disposed of,


 


(ii)                                  if the Fair Market Value of such Asset Sale
exceeds $25,000,000, at least 75% of such consideration consists of cash
(including cash to be received after the date of such sale pursuant to a lease
not giving rise to a Capital Lease Obligation), Cash Equivalents or the
assumption of Indebtedness of the Company or any of its Subsidiaries by the
purchaser, provided that, in the
event of a sale by the Company or any of its Subsidiaries of a hotel, the Fair
Market Value of which exceeds $25,000,000, at least 75% of such consideration
consists of (A) cash (including cash to be received after the date of such
sale pursuant to a lease not giving rise to a Capital Lease Obligation),
(B) Cash Equivalents, (C) the assumption of Indebtedness of the Company
or any of its Subsidiaries by the purchaser or (D) Indebtedness of the
purchaser or any Subsidiary of the purchaser secured by a perfected first
mortgage on the hotel being sold, and


 


52

















 


(iii)                               no Default or Event of Default exists or would exist after giving effect
to such Asset Sale.


 


(b)                                 To the extent that the Net Cash Proceeds from any
Asset Sale are not applied to permanently repay Senior Indebtedness (including
the Senior Notes), and permanently reduce the commitments under the instruments
governing the Indebtedness so repaid, the Company or such Subsidiary, as the
case may be, may commit to apply the Net Cash Proceeds from such Asset Sale,
within 180 days of such Asset Sale (and in fact apply such Net Cash Proceeds
within 360 days of such Asset Sale), to an Investment in properties and
assets that will be used in the businesses of the Company and its Subsidiaries
as permitted or engaged in on the date of this Indenture or in businesses
similar or related thereto (“Replacement Assets”). Any Net Cash Proceeds from
any Asset Sale that are not applied to pay, acquire or retire Senior
Indebtedness, and are either not committed to an Investment in Replacement
Assets within 180 days of such Asset Sale or, if committed within such
180-day period, are not invested in Replacement Assets within such 360-day
period, constitute “Excess Proceeds”, provided that, in the event that the
Company is required to make and completes an Excess Proceeds Offer (as defined
in Subsection 1013(c)), upon such completion, the amount of Excess Proceeds
will be reset to zero and thereafter recalculated from time to time according
to the provisions of this Section 1013. The Trustee shall be under no
obligation to ascertain the existence of Excess Proceeds resulting from any
Asset Sale.


 


(c)                                  If, as of the first day of any calendar month, the
aggregate amount of Excess Proceeds not theretofore subject to an Excess
Proceeds Offer totals at least $10,000,000, the Company must, not later than
the fifteenth Business Day of such month, make an offer (an “Excess Proceeds
Offer”) to purchase from the holders of public, unsecured Indebtedness that is
not Subordinated Indebtedness (including from the Holders of the Senior Notes
on a pro rata basis an aggregate principal
amount of such Indebtedness equal to the Excess Proceeds on such date, at a
purchase price in cash equal to 100% of the principal amount of such
Indebtedness, plus accrued and unpaid interest (if any) (including Defaulted
Interest) to the date of purchase (the “Excess Proceeds Payment”). If the
aggregate principal amount of such Indebtedness validly tendered and not
withdrawn by holders thereof exceeds the Excess Proceeds, the Indebtedness to
be purchased will be selected on a pro rata
basis.


 


At any time that the Company is
required to commence an Excess Proceeds Offer, it shall mail a form of letter
of transmittal and a notice to the Trustee and each Holder of Senior Notes
receiving such Excess Proceeds Offer, which notice shall state:


 


(i)                                     that the Excess Proceeds Offer is being made
pursuant to this Section 1013 and that all Senior Notes validly tendered
will be accepted for payment on a pro rata
basis together with all other public, unsecured Indebtedness which is not
Subordinated Indebtedness;


 


(ii)                                  the purchase price and the date of purchase (which
shall be a Business Day no earlier than 30 days nor later than
40 days from the date such notice is mailed and which shall be a date
prior to the date of purchase, if any, established by the Company for the
purchase of any Indebtedness subordinated to the Senior Notes pursuant to any
covenant or other provision similar to this Section 1013) (the “Excess
Proceeds Payment Date”);


 


(iii)                               that any Senior Notes not tendered will continue to accrue interest;


 


(iv)                              that, unless the Company defaults in the payment of the Excess Proceeds
Payment, any Senior Notes accepted for payment pursuant to the Excess Proceeds
Offer shall cease to accrue interest after the Excess Proceeds Payment Date;


 


(v)                                 that Holders electing to have Senior Notes
purchased pursuant to the Excess Proceeds Offer will be required to surrender
the evidence of such Senior Notes, together with a properly completed copy of
the form of letter of transmittal enclosed therewith, to the


 


53

















 


Paying Agent at the address
specified in the notice prior to the close of business on the Business Day
immediately preceding the Excess Proceeds Payment Date;


 


(vi)                              that Holders will be entitled to withdraw their election if the Paying
Agent receives, not later than the close of business on the third Business Day
immediately preceding the Excess Proceeds Payment Date, facsimile transmission
or letter setting forth the name of such Holder, the type and principal amount
of Senior Notes delivered for purchase, and a statement that such Holder is
withdrawing his election to have such Senior Notes purchased; and


 


(vii)                           that Holders whose Senior Notes are being purchased only in part will be
issued new Senior Notes, with identical terms and equal in principal amount to
the unpurchased portion of the Indebtedness surrendered; provided that all Senior Notes purchased
and each new evidence of Senior Notes issued shall be in an original principal
amount of $1,000 or an integral multiple thereof.


 


On or prior to the date notice is mailed to the Trustee and each holder
of Senior Notes receiving such Excess Proceeds Offer, the Company shall furnish
the Trustee with an Officers’ Certificate stating the amount of the Excess
Proceeds Payment.


 


On the Excess Proceeds Payment Date, the Company shall:


 


(i)                                     accept for payment on a pro rata basis public, unsecured Indebtedness, that is not
Subordinated Indebtedness (including the Senior Notes), or portions thereof
tendered pursuant to the Excess Proceeds Offer;


 


(ii)                                  deposit with the Paying Agent money sufficient to
pay the purchase price of all Senior Notes or portions thereof so accepted; and


 


(iii)                               deliver, or cause to be delivered, to the Trustee all Senior Notes or
portions thereof so accepted together with an Officers’ Certificate specifying
the Senior Notes or portions thereof accepted for payment by the Company. The
Paying Agent shall promptly mail to the Holders of Senior Notes so accepted
payment in an amount equal to the purchase price, and the Trustee shall
promptly authenticate and mail to such Holders a new evidence of Senior Notes
of the same tenor and equal in principal amount to any unpurchased portion of
the Senior Note surrendered; provided
that all Senior Notes purchased and each new evidence of Senior Notes issued
shall be in an original principal amount of $1,000 or an integral multiple
thereof.


 


The Company will publicly announce the results of the Excess Proceeds
Offer as soon as practicable after the Excess Proceeds Payment Date. For
purposes of this Section 1013, the Trustee shall act as the Paying Agent.


 


The Company will comply with 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 the event that an Asset Sale occurs and the
Company is required to purchase Indebtedness as described in this
Section 1013.


 


(d)                                 Notwithstanding anything in Section 1013(c),
to the extent that the aggregate principal amount of public, unsecured
Indebtedness that is not Subordinated Indebtedness (including the Senior Notes)
tendered pursuant to an Excess Proceeds Offer is less than the Excess Proceeds
available for such Excess Proceeds Offer, the Company may use such amount for
the purchase of any Subordinated Indebtedness pursuant to a covenant or other
provision similar to this Section 1013 and for general corporate purposes.


 


54

















 


Section 1014.  Conduct of Business.


 


The Company and its Subsidiaries
will not engage in any businesses that are not the same as, or similar or
related to, the businesses in which the Company and its Subsidiaries are
engaged on July 1, 1996.


 


Section 1015.  Maintenance
of Consolidated Tangible Net Worth.


 


Except as provided for in
Section 1018, if, at any time, SCL’s Consolidated Tangible Net Worth at
the end of each of any two consecutive fiscal quarters is less than the Minimum
Consolidated Tangible Net Worth, then the Company shall make an offer (an
“Offer”), on or prior to the 30th day following the date on which the Company
files its quarterly or annual report, as the case may be, with the Commission
reporting the results for the second fiscal quarter giving rise to the
obligation to make the Offer (or, in the event the Company is not required to
file a quarterly report with the Commission in accordance with this
Indenture, on or prior to the 30th day following the date on which SCL
determines the results for the second fiscal quarter giving rise to the obligation
to make the Offer; but in any event not later than the 75th day following the
end of the quarter in the case of the first three fiscal quarters in any fiscal
year, or the 120th day following the end of the quarter in the case of the
fourth quarter in any fiscal year), to purchase 10% of the aggregate principal
amount of the Senior Notes originally issued (or such lesser amount as may be
outstanding at the time) at a purchase price of 100% of the principal amount
plus Interest accrued and unpaid to the date on which the Senior Notes are to
be purchased (the “Purchase Date”); provided,
however, that if the Purchase Date is an Interest Payment Date,
Interest payable on such date shall be paid according to the terms and
provisions of Section 307. The Company may not credit against its
obligation to purchase Senior Notes on any Purchase Date hereunder the
principal amount of any Senior Notes previously acquired or redeemed by the
Company. In no event shall the failure to meet the Minimum Consolidated
Tangible Net Worth requirement stated above at the end of any fiscal quarter be
counted toward the making of more than one Offer hereunder.


 


Notice of an Offer, together
with a form of letter of transmittal, shall be mailed by the Company not less
than 25 days before the Purchase Date to the Trustee and to the Holders at
their last registered addresses. The Trustee shall be under no obligation to
ascertain whether an Offer is required to be made under this Section 1015.
The Offer shall remain open from the time of mailing until at least until five
Business Days before the Purchase Date.


 


The notice and form of letter of
transmittal shall be accompanied by a copy of the information regarding SCL
required to be contained in a quarterly report for the second fiscal quarter referred
to above if such second fiscal quarter is one of the Company’s first three
fiscal quarters or, if the Company is not required to file quarterly reports
with the Commission in accordance with this Indenture, such other report as the
Company delivers to its shareholders with respect to such second fiscal quarter
or, if no such report is delivered, a copy of SCL’s quarterly financial results
for such quarter. If such second fiscal quarter is the Company’s last fiscal
quarter of a fiscal year, a copy of the information required to be contained in
an annual report for the fiscal year ending with such second fiscal quarter
shall either accompany the notice or be delivered to Holders not less than ten
days before the Purchase Date. The notice and form of letter of transmittal
shall contain all instructions and materials necessary to enable such Holders
to tender Senior Notes pursuant to the Offer. The notice together with the form
of letter of transmittal, which shall govern the terms of the Offer, shall state:


 


(1)                                  the Offer is being made pursuant to this
Section 1015 and that Senior Notes will be accepted for payment on a pro rata basis;


 


(2)                                  the purchase price and the Purchase Date;


 


(3)                                  that any Senior Note not tendered or accepted for
payment will continue to accrue Interest;


 


55

















 


(4)                                  that, unless the Company defaults in the payment
of the purchase price, any Senior Note accepted for payment pursuant to the
Offer shall cease to accrue Interest after the Purchase Date;


 


(5)                                  that Holders electing to have a Senior Note
purchased pursuant to the Offer will be required to surrender the Senior Note,
with a properly completed copy of the form of letter of transmittal, to the
Paying Agent at the address specified in the notice five Business Days prior to
the Purchase Date;


 


(6)                                  that Holders will be entitled to withdraw their
election if the Paying Agent receives, not later than three Business Days prior
to the close of business on the Purchase Date, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of Senior Notes the
Holder delivered for purchase and a statement that such Holder is withdrawing
his election to have such Senior Notes purchased; and


 


(7)                                  that Holders whose Senior Notes are purchased only
in part will be issued new Senior Notes equal in principal amount to the
unpurchased portions thereof tendered pursuant to the Offer, of the Senior
Notes surrendered.


 


On the Purchase Date, the
Company shall (i) accept for purchase on a pro rata basis Senior Notes or portions thereof tendered
pursuant to the Offer in a principal amount not to exceed 10% of the aggregate
principal amount of Senior Notes originally issued, (ii) deposit with the
Paying Agent money sufficient to pay the purchase price of all Senior Notes or
portions thereof so accepted, and (iii) deliver to the Trustee Senior
Notes so accepted together with an Officers’ Certificate (A) setting forth
calculations demonstrating compliance with clauses (i) and (ii), and (B) stating
the Senior Notes or portions thereof accepted for payment by the Company. The
Paying Agent shall promptly mail or deliver to Holders of Senior Notes so
accepted payment in an amount equal to the purchase price as specified in an
Officers’ Certificate. The Trustee shall promptly authenticate and mail or
deliver to each Holder who tendered Senior Notes pursuant to the Offer a new
Senior Note equal in principal amount to any unpurchased portion of the Senior
Note surrendered. The Company will publicly announce the results of the Offer
on or as soon as practicable after the Purchase Date. For purposes of this
Section 1015, the Trustee shall act as the Paying Agent.


 


Section 1016.  Statement as
to Compliance; Notice of Default; Reporting Requirements.


 


(a)                                  The Company will deliver to the Trustee, within
120 days after the end of each fiscal year ending after the date hereof, a
brief certificate of its principal executive officer, principal financial
officer or principal accounting officer stating whether, to such officer’s
knowledge, the Company is in compliance with all covenants and conditions to be
complied with by it under this Indenture. For purposes of this
Section 1016, such compliance shall be determined without regard to any
period of grace or requirement of notice under this Indenture.


 


(b)                                 If a Default has occurred and is continuing, or if
the Trustee, any Holder or the trustee for or the holder of any other
Indebtedness of the Company (other than Indebtedness in the aggregate principal
amount of less than $5,000,000) gives any notice or takes any other action with
respect to a claimed Default, the Company shall deliver to the Trustee an
Officers’ Certificate specifying such Default, notice or other action within
five Business Days of the occurrence of such Default or receipt of such notice;
provided, however, that in the
event that the Company gives notice of such Default, notice or other action to
any other person prior to the fifth Business Day after the occurrence of such
Default or receipt of such notice, the Company shall deliver such Officers’
Certificate to the Trustee concurrently with the giving of such notice to such
other person.


 


56

















 


(c)                                  So long as the Senior Notes remain outstanding, the
Company shall file with the Commission annual reports, quarterly reports and
all other information, documents and other reports required to be filed with
the Commission under Section 13 and 15(d) of the Exchange Act as if it
were a domestic issuer, provided
that if the Company does not have a class of securities registered under the
Exchange Act (and only if the Company does not have a class of securities
registered under the Exchange Act), the Company shall furnish to the Trustee
(and, to the extent it is permitted to do so, to the Commission) on a timely
basis the financial information which it would be required to file with the
Commission under Section 13 of the Exchange Act if it were a domestic
issuer with a class of securities registered under the Exchange Act. The
Company will furnish to the Trustee, and, to the extent required by law,
provide to the Holders, within 15 days after its files them with the
Commission copies and/or summaries of such reports and documents.


 


(d)                                 The Company will provide the Holders with copies
of all documents which the Company, from time to time, provides to its
shareholders.


 


Section 1017.  Waiver of
Certain Covenants.


 


The Company may with respect to
the Senior Notes omit in any particular instance to comply with any covenant or
condition set forth in Sections 1007 through 1011 and Section 1014 if,
before or after the time for such compliance, the Holders of a majority in
aggregate principal amount of the Senior Notes at the time Outstanding shall,
by Act of such Holders, waive such compliance in such instance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect.


 


Section 1018.  Termination
of Certain Covenants.


 


In the event that the ratings
assigned to the Senior Notes by Standard & Poor’s Credit Market
Services, a division of the McGraw-Hill Companies (or successor thereto) and
Moody’s Investors Service, Inc. (or successor thereto) are equal to or
higher than BBB- and Baa3, or the equivalents thereof, respectively (the
“Investment Grade Ratings”), and notwithstanding that the Senior Notes may
later cease to have an Investment Grade Rating, the Company and its
Subsidiaries will not be subject to its obligations under Sections 1007, 1008,
1009, 1010, 1013 and 1015 and clauses (iii) and (iv) of Section 801,
provided that no Default or Event
of Default has occurred and is continuing.


 


ARTICLE ELEVEN


 


REDEMPTION OF SENIOR NOTES


 


Section 1101.  Right of Redemption; Optional
Tax Redemption.


 


(a)                                  The Senior Notes may be redeemed at the election
of the Company at any time on or after July 1, 2005 as a whole or in part,
subject to the conditions and at the Redemption Prices specified in the form of
Senior Note, together with accrued Interest to the Redemption Date.


 


(b)                                 The Senior Notes may be redeemed at the option of
the Company in whole but not in part at any time at a redemption price equal to
the principal amount thereof plus accrued Interest to the date fixed for
redemption, if, as a result of any change in or amendment to the laws or any
regulations or rulings promulgated thereunder of the jurisdiction (or of any
political subdivision or taxing authority thereof or therein) in which the
Company is incorporated or resident for tax purposes or any change in the
official application or interpretation of such laws, regulations or rulings, or
any change in the official application or interpretation of, or any execution
of or amendment to, any treaty or treaties affecting taxation to which such
jurisdiction (or such political subdivision or taxing authority) is a party (a
“Change in Tax Law”), which becomes effective on or after the Issue Date, the
Company is or would be required to pay Additional Amounts with respect to the
Senior Notes on the next succeeding


 


57

















 


Interest Payment Date and the
payment of such Additional Amounts cannot be avoided by the use of any
reasonable measures available to the Company.


 


(c)                                  If, pursuant to Section 801 of this
Indenture, a Surviving Entity has been or would be required to pay any
Additional Amounts, as therein provided, as a consequence of any amalgamation,
consolidation, merger, conveyance, transfer or lease and as a consequence of a
Change in Tax Law occurring after the date of such amalgamation, consolidation,
merger, conveyance, transfer or lease, the Senior Notes may be redeemed at the
option of such Surviving Entity in whole, but not in part, at any time, at a
redemption price equal to the principal amount thereof plus accrued Interest to
the date fixed for redemption. Prior to the giving of notice of redemption of
such Senior Notes pursuant to this Indenture, such Surviving Entity will
deliver to the Trustee an Officers’ Certificate, stating that such Person is
entitled to effect such redemption and setting forth in reasonable detail a
statement of circumstances showing that the conditions precedent to the right
of such Person to redeem such Senior Notes pursuant to this Section have been
satisfied.


 


Section 1102. 
Applicability of Article.


 


Redemption of Senior Notes at
the election of the Company, as permitted by any provision of this Indenture,
shall be made in accordance with such provision and this Article.


 


Section 1103.  Election to Redeem; Notice to
Trustee.


 


The election of the Company to
redeem any Senior Notes pursuant to Section 1101 shall be evidenced by a
Board Resolution. In case of any redemption at the election of the Company, the
Company shall, not less than 30 days (or, if the Trustee is to give notice
at the request of the Company, 45 days) nor more than 60 days prior
to the Redemption Date fixed by it (unless a shorter notice period shall be
satisfactory to the Trustee) notify the Trustee of such Redemption Date, of the
principal amount of Senior Notes to be redeemed and the paragraph of Section 1101
pursuant to which such Redemption is to be effected.


 


Section 1104.  Selection by Trustee of Senior
Notes to Be Redeemed.


 


If less than all the Senior
Notes are to be redeemed, the particular Senior Notes or portions thereof to be
redeemed shall be selected not more than 60 days and not less than
30 days prior to the Redemption Date by the Trustee, from the Outstanding
Senior Notes not previously called for redemption, either pro rata, by lot or by any other method
the Trustee deems fair and reasonable, and the amounts to be redeemed may be
equal to $1,000 or any integral multiple thereof.


 


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


 


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


 


Section 1105.  Notice of Redemption.


 


Notice of redemption shall be
given by first class mail, postage prepaid, mailed not less than 30 nor more
than 60 days prior to the Redemption Date, to each Holder of Senior Notes
to be redeemed, at his address appearing in the Senior Note Register.


 


All notices of redemption shall
identify the Senior Notes to be redeemed (including CUSIP or CINS numbers) and
shall state:


 


(a)                                  the Redemption Date;


 


58

















 


(b)                                 the Redemption Price;


 


(c)                                  if less than all Outstanding Senior Notes are to
be redeemed, the identification (and, in the case of a Senior Note to be
redeemed in part, the principal amount) of the particular Senior Notes to be
redeemed;


 


(d)                                 that on the Redemption Date the Redemption Price
will become due and payable upon each such Senior Note or portion thereof, and
that Interest thereon shall cease to accrue on and after said date; and


 


(e)                                  the place or places where such Senior Notes are to
be surrendered for payment of the Redemption Price.


 


Notice of redemption of Senior
Notes to be redeemed at the election of the Company shall be given by the
Company or, at its request, by the Trustee in the name and at the expense of
the Company.


 


Section 1106.  Deposit of
Redemption Price.


 


At or prior to 11:00 a.m.
New York City time on any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount
of money in same day funds (or New York Clearing House funds if such deposit is
made prior to the applicable Redemption Date) sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued Interest on, all the Senior Notes or portions thereof which are to be
redeemed on that date.


 


Section 1107.  Senior Notes Payable on
Redemption Date.


 


Notice of redemption having been
given as aforesaid, the Senior Notes so to be redeemed shall, on the Redemption
Date, become due and payable at the Redemption Price therein specified and from
and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Senior Notes shall cease to bear
Interest. Upon surrender of any such Senior Note for redemption in accordance
with said notice, such Senior Note shall be paid by the Company at the
Redemption Price together with accrued Interest to the Redemption Date; provided, however, that installments of
Interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Senior Notes, or one or more Predecessor Senior
Notes, registered as such on the relevant Regular Record Dates according to the
terms and the provisions of Section 309.


 


If any Senior Note called for
redemption shall not be so paid upon surrender thereof for redemption, the principal
thereof and premium, if any, thereon shall, until paid, bear interest from the
Redemption Date at the rate borne by such Senior Note.


 


Section 1108.  Senior Notes Redeemed in Part.


 


Any Senior Note which is to be
redeemed only in part shall be surrendered at the office or agency of the
Company maintained for such purpose pursuant to Section 1002 (with, if the
Company, the Senior Note Registrar or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to, the Company,
the Senior Note Registrar or the Trustee, duly executed by the Holder thereof
or his attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder of such Senior Note
without service charge, a new Senior Note or Senior Notes, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Senior Note
so surrendered.


 


59

















 


ARTICLE TWELVE


 


DEFEASANCE


 


Section 1201.  Defeasance
and Discharge.


 


The Company may, at its option
by Board Resolution, at any time, elect to be discharged from its obligations
with respect to all Outstanding Senior Notes on the date the conditions set
forth below are satisfied (hereinafter “defeasance”). For this purpose, such
defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by all Outstanding Senior Notes which shall
thereafter be deemed to be Outstanding only for the purposes of
Section 1205 and the other Sections of this Indenture referred to in
(A) and (B) below, and to have satisfied all its other obligations
with respect to such Senior Notes 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 which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of
such Senior Notes to receive, solely from the trust fund described in
Section 1202 and as more fully set forth in such Section, payments in
respect of the principal of, and premium, if any, and Interest on, such Senior
Notes when such payments are due, (B) the Company’s obligations with
respect to such Senior Notes under Sections 304, 305, 307, 1002 and 1003,
(C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Company’s obligations in connection therewith and (D) this
Article Twelve.


 


Section 1202.  Conditions
to Defeasance.


 


The following shall be the
conditions to application of Section 1201 to the Outstanding Senior Notes:


 


(a)                                  With respect to the defeasance of the Senior
Notes, the Company shall irrevocably have deposited or caused to be deposited
with the Trustee (or another trustee satisfying the requirements of
Section 608 who shall agree to comply with the provisions of this Article
Twelve applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Senior Notes, (A) cash in U.S.
Dollars, (B) U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment,
cash in U.S. Dollars or (C) a combination thereof, in each such case in
such amounts as will be sufficient, in the opinion of a United States
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge
and which shall be applied by the Trustee (or other qualifying trustee) to pay
and discharge the principal of, and premium, if any, and Interest on, the
Outstanding Senior Notes on the Stated Maturity of such principal or
installment of principal or on the day on which such payments of premium or
Interest are due and payable in accordance with the terms of this Indenture and
of such Senior Notes; provided
that the Trustee shall have been irrevocably instructed to apply such money or
the proceeds of such U.S. Government Obligations to said payments with respect
to the Senior Notes. For this purpose, “U.S. Government Obligations” means
securities that are (x) direct obligations of the United States of America
for the timely payment of which its full faith and credit is pledged or
(y) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America the timely payment of
which is unconditionally guaranteed as a full faith and credit obligation by
the United States of America, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act), as custodian with respect to any such U.S. Government
Obligation or a specific payment of principal of or interest on any such U.S.
Government Obligation held by such custodian for the account of the holder of
such depository receipt; provided
that (except as required by law) such custodian is not authorized


 


60

















 


to make any deduction from the
amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the U.S. Government Obligation or the
specific payment of principal of or interest on the U.S. Government Obligation
evidenced by such depository receipt;


 


(b)                                 The Company shall have delivered to the Trustee an
Opinion of Counsel from United States counsel stating that (x) the Company
has received from, or there has been published by, the Internal Revenue Service
a ruling or (y) since the date hereof there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of the Senior Notes
subject to defeasance will not recognize income, gain or loss for federal
income tax purposes as a result of such defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had not occurred;


 


(c)                                  The Company shall have delivered to the Trustee an
Opinion of Counsel from Bermuda counsel to the effect that Holders of the
Outstanding Senior Notes subject to defeasance will not recognize income, gain
or loss for Bermuda tax purposes as a result of such defeasance, and will be
subject to Bermuda taxes on the same amounts, in the same manner and at the
same times as would have been the case if such defeasance had not occurred;


 


(d)                                 The Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that after the 91st day following the deposit,
the trust funds established pursuant to this Article Twelve will not be subject
to the effect of any applicable United States bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally (for the
limited purpose of the Opinion of Counsel referred to in this paragraph, such
opinion may contain an assumption that the conclusions contained in a customary
solvency letter by a nationally recognized appraisal firm, dated as of the date
of the deposit and taking into account such deposit, are accurate as of such
date, provided that such solvency
letter is also addressed and delivered to the Trustee);


 


(e)                                  No Default or Event of Default with respect to the
Senior Notes shall have occurred and be continuing on the date of such deposit
or, insofar as Subsections 501(f) through 501(j) is concerned, at any time
during the period ending on the 91st day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until the
expiration of such period);


 


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


 


(g)                                 The Company shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance under Section 1201 have been
complied with.


 


Section 1203.  Defeasance of
Certain Obligations.


 


The Company may omit to comply
with any term, provision or condition set forth in Sections 703, 801(iii),
801(iv), 1007 through 1015 and 1016(c) and clauses (c) (with respect to
Sections 703, 1007 through 1015 and 1016(c)), (d), (e) and (k) (with
respect to Sections 801(iii) and 801(iv)) under Section 501 shall be
deemed not to be Events of Default, in each case with respect to all
Outstanding Senior Notes on the date the conditions set forth below are
satisfied in full (hereinafter “covenant defeasance”):


 


(a)                                  with reference to this Section 1203, the
Company has irrevocably deposited or caused to be irrevocably deposited with
the Trustee (or another trustee satisfying the requirements of Section 608
of this Indenture) and conveyed all right, title and interest to the Trustee
for the


 


61

















 


benefit of the Holders of the
Senior Notes, under the terms of an irrevocable trust agreement in form and
substance satisfactory to the Trustee, as trust funds in trust, specifically
pledged to the Trustee for the benefit of the Holders of the Senior Notes as
security for payment of the principal of, and premium, if any, and interest on,
the Senior Notes, and dedicated solely to the benefit of the Holders of the
Senior Notes in and to (A) cash in U.S. dollars, (B) U.S. Government
Obligations that, through the scheduled payment of interest and principal in
respect thereof in accordance with their terms, will provide, not later than
one day before the due date of any payment referred to in this clause (i),
cash in U.S. dollars, or (C) a combination thereof, in each such case in
an amount sufficient, in the opinion of a United States nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, without consideration
of the reinvestment of such interest and after payment of all federal, state
and local taxes and other charges and assessments in respect thereof payable by
the Trustee, the principal of, and premium, if any, and interest on, the
Outstanding Senior Notes on the Stated Maturity of such principal or interest; provided that the Trustee shall have been
irrevocably instructed to apply such money or the proceeds of such U.S.
Government Obligations to the payment of such principal, premium, if any, and
interest with respect to the Senior Notes;


 


(b)                                 such deposit will not result in a breach or
violation of, or constitute a Default under, this Indenture or any other agreement
or instrument to which the Company is a party or by which it is bound;


 


(c)                                  no Default or Event of Default shall have occurred
and be continuing on the date of such deposit;


 


(d)                                 the Company shall have delivered to the Trustee an
Opinion of Counsel from United States counsel to the effect that the Holders of
the Senior Notes will not recognize income, gain or loss for United States
federal income tax purposes as a result of such deposit and covenant defeasance
and will be subject to United States federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such
deposit and covenant defeasance had not occurred;


 


(e)                                  the Company shall have delivered to the Trustee an
Opinion of Counsel from Bermuda counsel to the effect that Holders of the
Senior Notes will not recognize income, gain or loss for Bermuda federal income
tax or other tax purposes as a result of such deposit and covenant defeasance
and will be subject to Bermuda federal income tax and other tax on the same
amount, in the same manner and at the same times as would have been the case if
such deposit and covenant defeasance had not occurred;


 


(f)                                    the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that, after the 91st day following the
deposit, the trust funds established pursuant to this Article Twelve will not
be subject to the effect of any applicable United States bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights
generally (for the limited purpose of the Opinion of Counsel referred to in
this paragraph, such opinion may contain an assumption that the conclusions
contained in a customary solvency letter by a nationally recognized appraisal
firm, dated as of the date of the deposit and taking into account such deposit,
are accurate as of such date, provided that such solvency letter is also
addressed and delivered to the Trustee); and


 


(g)                                 the Company has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, in each case stating that all
conditions precedent to the defeasance with respect to all Outstanding Senior
Notes contemplated by this Section 1203 have been complied with.


 


62

















 


Section 1204.  Deposited Money and U.S.
Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.


 


Subject to the provisions of the
last paragraph of Section 1003, all money and U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 1204, the
“Trustee”) pursuant to Section 1202 or 1203 in respect of all Outstanding
Senior Notes shall be held in trust and applied by the Trustee, in accordance
with the provisions of such Senior Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Holders of such
Senior Notes of all sums due and to become due thereon in respect of principal,
premium, if any, and interest, but such money need not be segregated from other
funds except to the extent required by law.


 


The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed
against the cash or U.S. Government Obligations deposited pursuant to
Section 1202 or 1203 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 all Outstanding Senior Notes.


 


Anything in this Article Twelve
to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon Company Request any money or U.S. Government
Obligations held by it as provided in Section 1202 or 1203 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 1202(a)), are in excess of the
amount thereof which would then be required to be deposited to effect an
equivalent defeasance or covenant defeasance.


 


Section 1205.  Reinstatement.


 


If the Trustee or Paying Agent
is unable to apply any money in accordance with Section 1202 or
Section 1203 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 and the Senior
Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 1202 or Section 1203, as the case may be, until
such time as the Trustee or Paying Agent is permitted to apply all such money
in accordance with Section 1202 or Section 1203, as the case may be; provided, however, that, if the Company
makes any payment of principal of, or premium, if any, or interest on, any
Senior Note following the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such Senior Notes to receive such
payment from the money held by such Trustee or Paying Agent.


 


*****


 


This Indenture may be signed in
any number of counterparts with the same effect as if the signatures to each
counterpart were upon a single instrument, and all such counterparts together
shall be deemed an original of this Indenture.


 


63

















 


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


 


	
   

  	
   

  	
   

  	
  SEA CONTAINERS LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  



 


64

















 


	
  STATE OF New York

  	
  )

  
	
   

  	
  ) ss.:

  
	
  COUNTY OF New York

  	
  )

  



 


 


On the
            day of
                    ,
2003, before me personally came Robert M. Riggs, to me known, who, being by me
duly sworn, did depose and say that he resides at 20 Crows Nest Road,
Bronxville, New York 10708; that he is a director of SEA CONTAINERS LTD.,
one of the corporations described in and which executed the above instrument;
that he knows the common seal of such corporation; that the seal affixed to
said instrument is such common seal; that it was so affixed pursuant to
authority of the Board of Directors of such corporation; and that he signed his
name thereto pursuant to like authority.


 


 


	
   

  	
  (NOTARIAL

  SEAL)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


65

















 


	
  STATE OF New York

  	
  )

  
	
   

  	
  ) ss.:

  
	
  COUNTY OF New York

  	
  )

  



 


 


On the
            day of
                    
2003, before me personally came                      ,
to me known, who, being by me duly sworn, did depose and say that s/he resides
at
                      ;
that s/he is                          
of THE BANK OF NEW YORK, one of the corporations described in and which
executed the above instrument; that s/he knows the corporate seal of such
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed pursuant to authority of the Board of Directors of such
corporation; and that s/he signed her/his name thereto pursuant to like
authority.


 


 


	
   

  	
  (NOTARIAL

  SEAL)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


66

















 


EXHIBIT A


 


[FACE OF SENIOR NOTE]


 


SEA CONTAINERS LTD.


 


12 1/2%
Senior Notes due 2009


 


THIS NOTE IS
ISSUED IN GLOBAL FORM AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY” OR “DTC”) OR A NOMINEE OF THE
DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO SEA
CONTAINERS LTD. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


 


	
  No. 1

  	
  CUSIP            

  
	
   

  	
  $            

  



 


SEA CONTAINERS LTD., a
company limited by shares incorporated in the Islands of Bermuda under the
Companies (Incorporation by Registration) Act 1970 (herein called the
“Company”, which term includes any successor entity under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
CEDE & CO. or registered assigns, the principal sum of
                         
United States Dollars on                      
, 2009, at the office or agency of the Company referred to below, and to pay
interest thereon commencing on
                       ,
2003 and semiannually thereafter, on
               
and
                           
in each year, accruing from
                        ,
2003 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, at the rate of 12 1/2% per annum, in United States Dollars, until
the principal hereof is paid or duly provided for. The Interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Senior
Note (or one or more Predecessor Senior Notes) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
                             
or
              
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such Interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date, and may be paid to the Person in whose name this Senior Note (or
one or more Predecessor Senior Notes) is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Senior Notes not less
than ten days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Senior Notes may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture.


 


A-1

















 


Payment of the principal of, and
premium, if any, and Interest on, this Senior Note will be made at the office
or agency of the Company maintained for that purpose in The City of New York,
or at such other office or agency of the Company as may be maintained for such
purpose, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts; provided, however, that payment of
Interest may be made at the option of the Company by check mailed to the
address of the Person entitled thereto as such address shall appear on the
Senior Note Register.


 


The Company hereby further
agrees, subject to the limitations and exceptions set forth in the Indenture,
to pay Additional Amounts (as defined in the Indenture) hereon.


 


Reference is hereby made to the
further provisions of this Senior 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.


 


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


 


A-2

















 


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


 


	
  Dated:

  	
  SEA CONTAINERS LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


This is one of the 12 1/2%
Senior Notes due 2009 described in the within–mentioned Indenture.


 


	
   

  	
  THE BANK OF NEW
  YORK,

  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


A-3

















 


SEA CONTAINERS LTD.


12 1/2%
Senior Notes due 2009


 


This Senior Note is one of a
duly authorized issue of securities of the Company designated as its 12 1/2%
Senior Notes due 2009 (herein called the “Senior Notes”), limited (except as otherwise
provided in the Indenture referred to below) in aggregate principal amount to $
           , which is
being issued under an indenture (herein called the “Indenture”) dated as of
                    ,
2003, between the Company and The Bank of New York, as trustee (herein called
the “Trustee”, which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Trustee and the
Holders of the Senior Notes, and of the terms upon which the Senior Notes are,
and are to be, authenticated and delivered.


 


The Senior Notes are subject to
redemption upon not less than 30 nor more than 60 days’ notice, in whole
or in part, in amounts of $1,000 or an integral multiple of $1,000, at any time
on or after
                       ,
2005, at the election of the Company, at a Redemption Price equal to 100% of
the principal amount of the Senior Notes, together in the case of any such
redemption with accrued and unpaid Interest to the Redemption Date (subject to
the right of Holders of record on relevant Regular Record Dates to receive
Interest due on an Interest Payment Date that is on or prior to the Redemption
Date), all as provided in the Indenture.


 


The Senior Notes are subject to
redemption, in whole but not in part, at the option of the Company in the event
that the Company becomes obligated to pay Additional Amounts hereon.


 


In the event that a Change of
Control occurs, each Holder shall have the right, as provided in, and subject
to the terms of, the Indenture, to require that the Company repurchase such
Holder’s Senior Notes in whole or in part in integral multiples of $1,000 at a
purchase price in cash in an amount equal to 101% of the principal amount
thereof plus accrued and unpaid Interest to the date of purchase.


 


The Indenture provides that if
the Company’s Consolidated Tangible Net Worth at the end of each of any two
consecutive fiscal quarters is less than the Minimum Consolidated Tangible Net
Worth (as specified in the Indenture), then the Company shall make an offer to
purchase 10% of the aggregate principal amount of Senior Notes originally
issued at a purchase price of 100% of the principal amount plus interest
accrued and unpaid to the date of such purchase, and on such other terms as
provided in the Indenture.


 


The Senior Notes are not
entitled to the benefit of any sinking fund.


 


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


 


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


 


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


 


The Indenture contains
provisions for defeasance at any time of the (a) entire indebtedness of
the Company on this Senior Note and (b) certain restrictive covenants and
related Defaults and Events of


 


A-4

















 


Default, in each case upon
compliance by the Company with certain conditions set forth therein, which
provisions apply to this Senior Note.


 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
Senior Notes at the time Outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount
of the Senior Notes at the time Outstanding, on behalf of the Holders of all
the Senior Notes, to waive compliance by the Company with certain provisions of
the Indenture and certain past Defaults under the Indenture and their
consequences. Any such consent or waiver by or on behalf of the Holder of this
Senior Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Senior Note and of any Senior Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent or waiver is made upon this Senior Note.


 


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


 


As provided in the Indenture and
subject to certain limitations therein set forth, the transfer of this Senior
Note is registrable on the Senior Note Register of the Company, upon surrender
of this Senior Note for registration of transfer at the office or agency of the
Company maintained for such purpose in The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Senior Note Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new Senior
Notes, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.


 


The Senior Notes are issuable
only in registered form without coupons in denominations of $1,000 and any
integral multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Senior Notes are exchangeable for a like
aggregate principal amount of Senior Notes of a different authorized
denomination, as requested by the Holder surrendering the same.


 


No service charge shall be made
for any registration of transfer or exchange or redemption of Senior Notes, but
the Company may require payment of a sum sufficient to pay all documentary,
stamp or similar issue or transfer taxes or other governmental charges payable
in connection with any registration of transfer or exchange.


 


Prior to the time of due
presentment of this Senior Note for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose
name this Senior Note is registered as the owner hereof for all purposes,
whether or not this Senior Note be overdue, and neither the Company, the
Trustee nor any agent shall be affected by notice to the contrary.


 


Interest on this Senior Note
shall be computed on the basis of a 360-day year of twelve 30-day months.


 


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


 


The Indenture and this Senior
Note shall be governed by and construed in accordance with the laws of the
State of New York.


 


A-5

















 


Assignment Form


 


To assign this Note, fill in the
form below: (I) or (We) assign and transfer this Note to


 


 




 





(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 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 Note)

  



 


	
  Signature
  Guarantee*

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 












* NOTICE: The Signature must be guaranteed by
an institution which is a member of one of the following recognized signature
Guarantee Programs: (i) The Securities Transfer Agent Medallion Program
(STAMP); (ii)  The New York Stock Exchange Medallion Program (MNSP);
(iii)  The Stock Exchange Medallion Program (SEMP); or (iv) in such
other guarantee program acceptable to the Trustee.


 


A-6

















 


OPTION OF HOLDER TO ELECT
PURCHASE


 


If you want to elect to have
this Senior Note purchased by the Company pursuant to Section 1012 or
Section 1013 or Section 1015, as the case may be, of the Indenture,
check the box:


 


o


 


If you want to elect to have
only a part of this Senior Note purchased by the Company pursuant to
Section 1012 or Section 1013 or Section 1015, as the case may
be, of the Indenture, state the amount: $


 


	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

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

  



 


	
  Signature
  Guarantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 












* NOTICE: The Signature must be guaranteed by
an institution which is a member of one of the following recognized signature
Guarantee Programs: (i) The Securities Transfer Agent Medallion Program
(STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP);
(iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such
other guarantee program acceptable to the Trustee.


 


A-7