ex4_2.htm


    
      

    

    Exhibit 4.2

    


    
       

    

     

      
        

      

    

    
BOOTS
& COOTS, INC.,

     AS
ISSUER

    


    AND

    


    THE
SUBSIDIARY GUARANTORS NAMED HEREIN,

     AS
SUBSIDIARY GUARANTORS

    


    TO

     [TRUSTEE’S
NAME],

     AS
TRUSTEE

    


    SUBORDINATED
INDENTURE

    


    DATED AS OF                    , 20___

    


    
      

    

     

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE
OF CONTENTS

    
    

    
      
        	 
      	 
      

                Page

              
	 
      	 
      
	
                ARTICLE
      ONE

              
	
                DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION

              
	 
      	 
      
	
                SECTION
      101. Definitions

              	 
      
	
                SECTION
      102. Compliance Certificates and Opinions

              	 
      
	
                SECTION
      103. Form of Documents Delivered to Trustee

              	 
      
	
                SECTION
      104. Acts of Holders; Record Dates

              	 
      
	
                SECTION
      105. Notices, Etc., to Trustee and Company

              	 
      
	
                SECTION
      106. Notice to Holders; Waiver

              	 
      
	
                SECTION
      107. Conflict with Trust Indenture Act

              	 
      
	
                SECTION
      108. Effect of Headings and Table of Contents

              	 
      
	
                SECTION
      109. Successors and Assigns

              	 
      
	
                SECTION
      110. Separability Clause

              	 
      
	
                SECTION
      111. Benefits of Indenture

              	 
      
	
                SECTION
      112. Governing Law

              	 
      
	
                SECTION
      113. Legal Holidays

              	 
      
	 
      	 
      
	
                ARTICLE
      TWO

              
	
                SECURITY
      FORMS

              
	 
      	 
      
	
                SECTION
      201. Forms Generally

              	 
      
	
                SECTION
      202. Form of Face of Security

              	 
      
	
                SECTION
      203. Form of Reverse of Security

              	 
      
	
                SECTION
      204. Form of Subsidiary Guarantee

              	 
      
	
                SECTION
      205. Form of Legend for Global Securities

              	 
      
	
                SECTION
      206. Form of Trustee’s Certificate of Authentication

              	 
      
	
                SECTION
      207. Form of Conversion Notice

              	 
      
	 
      	 
      
	
                ARTICLE
      THREE

              
	
                THE
      SECURITIES

              
	 
      	 
      
	
                SECTION
      301. Amount Unlimited; Issuable in Series

              	 
      
	
                SECTION
      302. Denominations

              	 
      
	
                SECTION
      303. Execution, Authentication, Delivery and Dating

              	 
      
	
                SECTION
      304. Temporary Securities

              	 
      
	
                SECTION
      305. Registration, Registration of Transfer and Exchange

              	 
      
	
                SECTION
      306. Mutilated, Destroyed, Lost and Stolen Securities

              	 
      
	
                SECTION
      307. Payment of Interest; Interest Rights Preserved

              	 
      
	
                SECTION
      308. Persons Deemed Owners

              	 
      
	
                SECTION
      309. Cancellation

              	 
      
	
                SECTION
      310. Computation of Interest

              	 
      
	 
      	 
      
	
                ARTICLE
      FOUR

              
	
                SATISFACTION
      AND DISCHARGE

              
	 
      	 
      
	
                SECTION
      401. Satisfaction and Discharge of Indenture

              	 
      
	
                SECTION
      402. Application of Trust Money

              	 
      


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
      FIVE

              
	
                REMEDIES

              
	 
      	 
      
	
                SECTION
      501. Events of Default

              	 
      
	
                SECTION
      502. Acceleration of Maturity; Rescission and Annulment

              	 
      
	
                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
      Securities

              	 
      
	
                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 Usury, Stay or Extension Laws

              	 
      
	 
      	 
      
	
                ARTICLE
      SIX

              
	
                THE
      TRUSTEE

              
	 
      	 
      
	
                SECTION
      601. Certain Duties and Responsibilities

              	 
      
	
                SECTION
      602. Notice of Defaults

              	 
      
	
                SECTION
      603. Certain Rights of Trustee

              	 
      
	
                SECTION
      604. Not Responsible for Recitals or Issuance of
Securities

              	 
      
	
                SECTION
      605. May Hold Securities

              	 
      
	
                SECTION
      606. Money Held in Trust

              	 
      
	
                SECTION
      607. Compensation and Reimbursement

              	 
      
	
                SECTION
      608. Conflicting Interests

              	 
      
	
                SECTION
      609. Corporate Trustee Required; Eligibility

              	 
      
	
                SECTION
      610. Resignation and Removal; Appointment of Successor

              	 
      
	
                SECTION
      611. Acceptance of Appointment by Successor

              	 
      
	
                SECTION
      612. Merger, Conversion, Consolidation or Succession to
      Business

              	 
      
	
                SECTION
      613. Preferential Collection of Claims Against Company and Subsidiary
      Guarantors

              	 
      
	
                SECTION
      614. Appointment of Authenticating Agent

              	 
      
	 
      	 
      
	
                ARTICLE
      SEVEN

              
	
                HOLDERS’
      LISTS AND REPORTS BY TRUSTEE AND COMPANY

              
	 
      	 
      
	
                SECTION
      701. Company to Furnish Trustee Names and Addresses of
    Holders

              	 
      
	
                SECTION
      702. Preservation of Information; Communications to
Holders

              	 
      
	
                SECTION
      703. Reports by Trustee

              	 
      
	
                SECTION
      704. Reports by Company and Subsidiary Guarantors

              	 
      
	 
      	 
      
	
                ARTICLE
      EIGHT

              
	
                CONSOLIDATION,
      MERGER, CONVEYANCE, TRANSFER OR LEASE

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

              	 
      
	
                SECTION
      802. Subsidiary Guarantors May Consolidate, Etc., Only on Certain
      Terms

              	 
      
	
                SECTION
      803. Successor Substituted

              	 
      


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      	
              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 Securities to Supplemental Indentures

            	 
      
	 
      	 
      
	
              ARTICLE
      TEN

            
	
              COVENANTS

            
	 
      	 
      
	
              SECTION
      1001. Payment of Principal, Premium and Interest

            	 
      
	
              SECTION
      1002. Maintenance of Office or Agency

            	 
      
	
              SECTION
      1003. Money for Securities Payments to Be Held in Trust

            	 
      
	
              SECTION
      1004. Statement by Officers as to Default

            	 
      
	
              SECTION
      1005. Existence

            	 
      
	
              SECTION
      1006. Maintenance of Properties

            	 
      
	
              SECTION
      1007. Payment of Taxes and Other Claims

            	 
      
	
              SECTION
      1008. Maintenance of Insurance

            	 
      
	
              SECTION
      1009. Waiver of Certain Covenants

            	 
      
	 
      	 
      
	
              ARTICLE
      ELEVEN

            
	
              REDEMPTION
      OF SECURITIES

            
	 
      	 
      
	
              SECTION
      1101. Applicability of Article

            	 
      
	
              SECTION
      1102. Election to Redeem; Notice to Trustee

            	 
      
	
              SECTION
      1103. Selection by Trustee of Securities to Be Redeemed

            	 
      
	
              SECTION
      1104. Notice of Redemption

            	 
      
	
              SECTION
      1105. Deposit of Redemption Price

            	 
      
	
              SECTION
      1106. Securities Payable on Redemption Date

            	 
      
	
              SECTION
      1107. Securities Redeemed in Part

            	 
      
	 
      	 
      
	
              ARTICLE
      TWELVE

            
	
              SUBORDINATION
      OF SECURITIES

            
	 
      	 
      
	
              SECTION
      1201. Applicability of Article

            	 
      
	
              SECTION
      1202. Securities Subordinate to Senior Debt

            	 
      
	
              SECTION
      1203. Payment Over of Proceeds Upon Dissolution, Etc.

            	 
      
	
              SECTION
      1204. No Payment When Senior Debt of the Company in
Default

            	 
      
	
              SECTION
      1205. Payment Permitted If No Default

            	 
      
	
              SECTION
      1206. Subrogation to Rights of Holders of Senior Debt of the
      Company

            	 
      
	
              SECTION
      1207. Provisions Solely to Define Relative Rights

            	 
      
	
              SECTION
      1208. Trustee to Effectuate Subordination

            	 
      
	
              SECTION
      1209. No Waiver of Subordination Provisions

            	 
      
	
              SECTION
      1210. Notice to Trustee

            	 
      
	
              SECTION
      1211. Reliance on Judicial Order or Certificate of Liquidating
      Agent

            	 
      
	
              SECTION
      1212. Trustee Not Fiduciary for Holders of Senior Debt of the
      Company

            	 
      
	
              SECTION
      1213. Rights of Trustee as Holder of Senior Debt of the Company;
      Preservation of Trustee’s Rights

            	 
      


       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      	
              SECTION
      1214. Article Applicable to Paying Agents

            	 
      
	
              SECTION
      1215. Defeasance of this Article Twelve

            	 
      
	 
      	 
      
	
              ARTICLE
      THIRTEEN

            
	
              SUBSIDIARY
      GUARANTEES

            
	 
      	 
      
	
              SECTION
      1301. Applicability of Article

            	 
      
	
              SECTION
      1302. Subsidiary Guarantees

            	 
      
	
              SECTION
      1303. Execution and Delivery of Subsidiary Guarantees

            	 
      
	
              SECTION
      1304. Release of Subsidiary Guarantors

            	 
      
	
              SECTION
      1305. Additional Subsidiary Guarantors

            	 
      
	
              SECTION
      1306. Limitation on Liability

            	 
      
	 
      	 
      
	
              ARTICLE
      FOURTEEN

            
	
              SUBORDINATION
      OF SUBSIDIARY GUARANTEES

            
	 
      	 
      
	
              SECTION
      1401. Applicability of Article

            	 
      
	
              SECTION
      1402. Subsidiary Guarantees Subordinate to Senior Debt of Subordinate
      Guarantors

            	 
      
	
              SECTION
      1403. Payment Over of Proceeds Upon Dissolution, Etc.

            	 
      
	
              SECTION
      1404. No Payment When Senior Debt of such Subsidiary Guarantor in
      Default

            	 
      
	
              SECTION
      1405. Payment Permitted If No Default

            	 
      
	
              SECTION
      1406. Subrogation to Rights of Holders of Senior Debt of such Subsidiary
      Guarantor

            	 
      
	
              SECTION
      1407. Provisions Solely to Define Relative Rights

            	 
      
	
              SECTION
      1408. Trustee to Effectuate Subordination

            	 
      
	
              SECTION
      1409. No Waiver of Subordination Provisions

            	 
      
	
              SECTION
      1410. Notice to Trustee

            	 
      
	
              SECTION
      1411. Reliance on Judicial Order or Certificate of Liquidating
      Agent

            	 
      
	
              SECTION
      1412. Trustee Not Fiduciary for Holders of Senior Debt of such Subsidiary
      Guarantor

            	 
      
	
              SECTION
      1413. Rights of Trustee as Holder of Senior Debt of such Subsidiary
      Guarantor; Preservation of
    Trustee’s   Rights

            	 
      
	
              SECTION
      1414. Article Applicable to Paying Agents

            	 
      
	
              SECTION
      1415. Defeasance of this Article Fourteen

            	 
      
	 
      	 
      
	
              ARTICLE
      FIFTEEN

            
	
              DEFEASANCE
      AND COVENANT DEFEASANCE

            
	 
      	 
      
	
              SECTION
      1501. Company’s Option to Effect Defeasance or Covenant
      Defeasance

            	 
      
	
              SECTION
      1502. Defeasance and Discharge

            	 
      
	
              SECTION
      1503. Covenant Defeasance

            	 
      
	
              SECTION
      1504. Conditions to Defeasance or Covenant Defeasance

            	 
      
	
              SECTION
      1505. Deposited Money and U.S. Government Obligations to be Held in Trust;
      Miscellaneous Provisions

            	 
      
	
              SECTION
      1506. Reinstatement

            	 
      
	 
      	 
      
	
              ARTICLE
      SIXTEEN

            
	
              SINKING
      FUNDS

            
	 
      	 
      
	
              SECTION
      1601. Applicability of Article

            	 
      
	
              SECTION
      1602. Satisfaction of Sinking Fund Payments with
Securities

            	 
      
	
              SECTION
      1603. Redemption of Securities for Sinking Fund

            	 
      
	 
      	 
      
	
              SCHEDULE
      I SUBSIDIARY GUARANTORS

            	 
      


    

    


    
      
        
           


        

        
          iv

          
            

          

        

        
           


        

      

    

    


    BOOTS
& COOTS, INC.

     

         RECONCILIATION
AND TIE OF CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH
318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:

    
      	 
      	 
      	 
      
	 
      	 
      	
              INDENTURE

            
	
              TRUST
      INDENTURE ACT SECTION

            	 
      	
              SECTION

            
	
              Section 310(a)(1)

            	 
      	
              609

            
	
              (a)(2)

            	 
      	
              609

            
	
              (a)(3)

            	 
      	
              Not
      Applicable

            
	
              (a)(4)

            	 
      	
              Not
      Applicable

            
	
              (b)

            	 
      	
              608

            
	 
      	 
      	
              610

            
	 
      	 
      	 
      
	
              Section 311(a)

            	 
      	
              613

            
	
              (b)

            	 
      	
              613

            
	 
      	 
      	 
      
	
              Section 312(a)

            	 
      	
              701

            
	 
      	 
      	
              702

            
	
              (b)

            	 
      	
              702

            
	
              (c)

            	 
      	
              702

            
	 
      	 
      	 
      
	
              Section 313(a)

            	 
      	
              703

            
	
              (b)

            	 
      	
              703

            
	
              (c)

            	 
      	
              703

            
	
              (d)

            	 
      	
              703

            
	 
      	 
      	 
      
	
              Section 314(a)

            	 
      	
              704

            
	
              (a)(4)

            	 
      	
              101

            
	 
      	 
      	
              1004

            
	
              (b)

            	 
      	
              Not
      Applicable

            
	
              (c)(1)

            	 
      	
              102

            
	
              (c)(2)

            	 
      	
              102

            
	
              (c)(3)

            	 
      	
              Not
      Applicable

            
	
              (d)

            	 
      	
              Not
      Applicable

            
	
              (e)

            	 
      	
              102

            
	 
      	 
      	 
      
	
              Section 315(a)

            	 
      	
              601

            
	
              (b)

            	 
      	
              602

            
	
              (c)

            	 
      	
              601

            
	
              (d)

            	 
      	
              601

            
	
              (e)

            	 
      	
              514

            
	 
      	 
      	 
      
	
              Section 316(a)

            	 
      	
              101

            
	
              (a)(1)(A)

            	 
      	
              502

            
	 
      	 
      	
              512

            
	
              (a)(1)(B)

            	 
      	
              513

            


       

      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      

       

      	
              (a)(2)

            	 
      	
              Not
      Applicable

            
	
              (b)

            	 
      	
              508

            
	
              (c)

            	 
      	
              104

            
	 
      	 
      	 
      
	
              Section 317(a)(1)

            	 
      	
              503

            
	
              (a)(2)

            	 
      	
              504

            
	
              (b)

            	 
      	
              1003

            
	 
      	 
      	 
      
	
              Section 318(a)

            	 
      	
              107

            


    

    


    NOTE:    
This reconciliation and tie shall not, for any purpose, be deemed to be a part
of the Indenture.

    


    
      
        
           


        

        
          vi

          
            

          

        

        
           


        

      

    

    


         INDENTURE, dated as of                     ,
20___, among Boots & Coots, Inc., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the “ Company ”), having its
principal office at 7908 N. Sam Houston Parkway W., 5th  Floor,
Houston, Texas 77064, each of the Subsidiary Guarantors (as hereinafter defined)
and [ TRUSTEE’S
NAME ] , a [
                    
] duly organized and existing under the laws of  [
                     ] , as Trustee (herein called
the “ Trustee
”).

    


    RECITALS
OF THE COMPANY AND THE SUBSIDIARY GUARANTORS

    


         The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its unsecured debentures, notes or
other evidences of indebtedness (herein called the “ Securities ”), to be issued
in one or more series as in this Indenture provided.

    


         The
Company and the Subsidiary Guarantors are members of the same consolidated group
of companies. The Subsidiary Guarantors will derive direct and indirect economic
benefit from the issuance of the Securities. Accordingly, each Subsidiary
Guarantor has duly authorized the execution and delivery of this Indenture to
provide for its full, unconditional and joint and several guarantee of the
Securities to the extent provided in or pursuant this Indenture.

    


         All
things necessary to make this Indenture a valid agreement of the Company, in
accordance with its terms, have been done.

    


         NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

    


         For
and in consideration of the premises and the purchase of the Securities by the
Holders thereof, it is mutually agreed, for the equal and proportionate benefit
of all Holders of the Securities or of series thereof, 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:

    


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

    


         (2) all
other terms used herein which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them
therein;

    


         (3) all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles, and, except as
otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted at the date of
this instrument;

    


         (4) unless
the context otherwise requires, any reference to an “Article” or a “Section”
refers to an Article or a Section, as the case may be, of this
Indenture;

    


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

    


         (6) unsecured
Debt shall not be deemed to be subordinate or junior to secured Debt merely by
virtue of its nature as unsecured Debt.

    


         “Act”, when used with respect
to any Holder, has the meaning specified in Section 104.

    


         “Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified Person. For
the purposes of this definition, “control” when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing; provided that direct or
indirect beneficial ownership of 10% or more of the Voting Stock of a Person
shall be deemed to be control.

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


         “Authenticating Agent” means
any Person authorized by the Trustee pursuant to Section 614 to act on
behalf of the Trustee to authenticate Securities of one or more
series.

    


         “Board of Directors” means,
with respect to the Company, either the board of directors of the Company or any
committee of that board duly authorized to act for it in respect hereof, and
with respect to any Subsidiary Guarantor, either the board of directors of such
Subsidiary Guarantor or any committee of that board duly authorized to act for
it in respect hereof.

    


         “Board Resolution” means, with
respect to the Company or a Subsidiary Guarantor, a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Company or such
Subsidiary Guarantor, as the case may be, to have been duly adopted by its Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

    


         “Business Day”, when used with
respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in that Place of
Payment are authorized or obligated by law or executive order to
close.

    


         “Capital Stock” of any Person
means any and all shares, interests, participations or other equivalents
(however designated) of corporate stock or other equity participations,
including partnership interests, whether general or limited, of such
Person.

    


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

    


         “Common Stock” means the common
stock, no par value, of the Company as the same exists at the date of execution
and delivery of this Indenture or other Capital Stock of the Company into which
such common stock is converted, reclassified or changed from time to
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.

    


         “Company Request” or “Company Order” means a written
request or order signed in the name of the Company by its Chairman of the Board
of Directors, its Vice Chairman of the Board of Directors, its President or a
Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary, and delivered to the Trustee.

    


         “Conversion Agent” means any
Person authorized by the Company to convert any Securities on behalf of the
Company.

    


         “Corporate Trust Office” means
the principal office of the Trustee in [                    ,
                    ]
at which at any particular time its corporate trust business shall be
administered, such office being located on the date hereof at [ TRUSTEE’S ADDRESS ] .

    


         “Corporation” means a
corporation, association, limited liability company, joint-stock company or
business trust.

    


         “Covenant Defeasance” has the
meaning specified in Section 1503.

    


         “Debt” of any Person at any
date means any obligation created, assumed or guaranteed by such Person for the
repayment of borrowed money.

    


         “Defaulted Interest” has the
meaning specified in Section 307.

    


         “Defeasance” has the meaning
specified in Section 1502.

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


         “Depositary” means, with
respect to Securities of any series issuable in whole or in part in the form of
one or more Global Securities, a clearing agency registered under the Exchange
Act that is designated to act as Depositary for such Securities as contemplated
by Section 301.

    


         “Event of Default” has the
meaning specified in Section 501.

    


         “Exchange Act” means the
Securities Exchange Act of 1934 and any statute successor thereto, in each case
as amended from time to time.

    


         “Expiration Date” has the
meaning specified in Section 104.

    


         “Global Security” means a
Security that evidences all or part of the Securities of any series and bears
the legend set forth in Section 205 (or such legend as may be specified as
contemplated by Section 301 for such Securities).

    


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

    


         “Indenture” means this
instrument as originally executed 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, including, for all purposes
of this instrument and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively. The term “Indenture” shall
also include the terms of particular series of Securities established as
contemplated by Section 301.

    


         “interest”, when used with
respect to an Original Issue Discount Security which by its terms bears interest
only after Maturity, means interest payable after Maturity.

    


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

    


         “Investment Company Act” means
the Investment Company Act of 1940 and any statute successor thereto, in each
case as amended from time to time.

    


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

    


         “Notice of Default” means a
written notice of the kind specified in Section 501(5).

    


         “Officers’ Certificate” means a
certificate signed by the Chairman of the Board of Directors, a Vice Chairman of
the Board of Directors, the President or a Vice President, and by the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company
or a Subsidiary Guarantor, as the case may be, and delivered to the Trustee. One
of the officers signing an Officers’ Certificate given pursuant to
Section 1004 shall be the principal executive, financial or accounting
officer of the Company.

    


         “Opinion of Counsel” means, as
to the Company or a Subsidiary Guarantor, a written opinion of counsel, who may
be counsel for the Company or such Subsidiary Guarantor, as the case may be, and
who shall be acceptable to the Trustee.

    


         “Original Issue Discount
Security” means any Security which provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502.

    


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

    


         (1) Securities
theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;

    


         (2) Securities
for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of such Securities;
provided that, if such Securities 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;

    


         (3) Securities
as to which Defeasance has been effected pursuant to Section 1502;
and

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


         (4) Securities
which have been paid pursuant to Section 306 or in exchange for or in lieu
of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company; provided, however, that in determining whether the
Holders of the requisite principal amount of the Outstanding Securities have
given, made or taken any request, demand, authorization, direction, notice,
consent, waiver or other action hereunder as of any date, (A) the principal
amount of an Original Issue Discount Security which shall be deemed to be
Outstanding shall be the amount of the principal thereof which would be due and
payable as of such date upon acceleration of the Maturity thereof to such date
pursuant to Section 502, (B) if, as of such date, the principal amount
payable at the Stated Maturity of a Security is not determinable, the principal
amount of such Security which shall be deemed to be Outstanding shall be the
amount as specified or determined as contemplated by Section 301,
(C) the principal amount of a Security denominated in one or more foreign
currencies or currency units which shall be deemed to be Outstanding shall be
the U.S. dollar equivalent, determined as of such date in the manner provided as
contemplated by Section 301, of the principal amount of such Security (or, in
the case of a Security described in clause (A) or (B) above, of the
amount determined as provided in such clause), and (D) Securities owned by
the Company, any Subsidiary Guarantor or any other obligor upon the Securities
or any Affiliate of the Company, any Subsidiary Guarantor or of 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, authorization, direction, notice, consent, waiver or other
action, only Securities which the Trustee knows to be so owned shall be so
disregarded. Securities 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 Securities and that
the pledgee is not the Company, a Subsidiary Guarantor or any other obligor upon
the Securities or any Affiliate of the Company, a Subsidiary Guarantor or of
such other obligor.

     

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

    


         “Person” means any individual,
corporation, partnership, joint venture, trust, unincorporated organization or
government or any agency or political subdivision thereof.

    


         “Place of Payment”, when used
with respect to the Securities of any series, means the place or places where
the principal of and any premium and interest on the Securities of that series
are payable as specified as contemplated by Section 301.

    


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

    


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

    


         “Redemption Price”, when used
with respect to any Security 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 on the Securities of any series
means the date specified for that purpose as contemplated by
Section 301.

    


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

    


         “Securities Act” means the
Securities Act of 1933 and any statute successor thereto, in each case as
amended from time to time.

    


         “Security Register” and “Security Registrar” have the
respective meanings specified in Section 305.

    


         “Senior Debt” with respect to
any series of Securities shall have the meaning specified as contemplated by
Section 301.

    


         “Significant Subsidiary” means,
at any date of determination, any Subsidiary that represents 10% or more of the
Company’s consolidated total assets at the end of the most recent fiscal quarter
for which financial information is available or 10% or more of the Company’s
consolidated net revenues or consolidated operating income for the most recent
four quarters for which financial information is available.

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


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

    


         “Stated Maturity”, when used
with respect to any Security or any installment of principal thereof or interest
thereon, means the date specified in such Security as the fixed date on which
the principal of such Security or such installment of principal or interest is
due and payable.

    


         “Subsidiary” of any Person
means (1) a corporation more than 50% of the combined voting power of the
outstanding Voting Stock of which is owned, directly or indirectly, by such
Person or by one or more other Subsidiaries of such Person or by such Person and
one or more Subsidiaries thereof or (2) any other Person (other than a
corporation) in which such Person, or one or more other Subsidiaries of such
Person or such Person and one or more other Subsidiaries thereof, directly or
indirectly, has at least a majority ownership and power to direct the policies,
management and affairs thereof.

    


         “Subsidiary Guarantees” means
the guarantees of each Subsidiary Guarantor as provided in
Article Thirteen.

    


         “Subsidiary Guarantors” means
(i) the subsidiaries listed in Schedule I hereto; (ii) any
successor of the foregoing; and (iii) each other Subsidiary of the Company
that becomes a Subsidiary Guarantor in accordance with Section 1305 hereof,
in each case (i), (ii) and (iii) until such Subsidiary Guarantor
ceases to be such in accordance with Section 1304 hereof.

    


         “Trust Indenture Act” means the
Trust Indenture Act of 1939 as in force at the date as of which this instrument
was executed; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, “Trust Indenture Act” means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so
amended.

    


         “Trustee” means the Person
named as the “Trustee” in the first paragraph of this instrument until a
successor Trustee shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Trustee” shall mean or include each Person
who is then a Trustee hereunder, and if at any time there is more than one such
Person, “Trustee” as used with respect to the Securities of any series shall
mean the Trustee with respect to Securities of that series.

    


         “U.S. Government Obligation”
has the meaning specified in Section 1504.

    


         “Vice President”, when used
with respect to the Company or the Trustee, means any vice president, whether or
not designated by a number or a word or words added before or after the title
“vice president”.

    


         “Voting Stock” of any Person
means Capital Stock of such Person which ordinarily has voting power for the
election of directors (or persons performing similar functions) of such Person,
whether at all times or only so long as no senior class of securities has such
voting power by reason of any contingency.

    


         “Wholly Owned Subsidiary” of
any Person means a Subsidiary of such Person all of the outstanding Capital
Stock or other ownership interests of which (other than directors’ qualifying
shares) shall at the time be owned by such Person or by one or more Wholly Owned
Subsidiaries of such Person or by such Person and one or more Wholly Owned
Subsidiaries of such Person.

    


    SECTION
102. Compliance
Certificates and Opinions.

    


         Upon
any application or request by the Company or any Subsidiary Guarantor to the
Trustee to take any action under any provision of this Indenture, the Company
and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee
such certificates and opinions as may be required under the Trust Indenture Act.
Each such certificate or opinion shall be given in the form of an Officers’
Certificate, if to be given by an officer of the Company or a Subsidiary
Guarantor, or an Opinion of Counsel, if to be given by counsel, and shall comply
with the requirements of the Trust Indenture Act and any other requirements set
forth in this Indenture.

    


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

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


         (1)
a statement that each individual signing such certificate or opinion has read
such covenant or condition and the definitions herein relating
thereto;

    


         (2)
a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;

    


         (3)
a statement that, in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

    


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

    


    SECTION
103. Form of
Documents Delivered to Trustee.

    


         In
any case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such 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 or a Subsidiary Guarantor
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 or such
Subsidiary Guarantor stating that the information with respect to such factual
matters is in the possession of the Company or such Subsidiary Guarantor, 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
104. Acts of
Holders; Record Dates.

    


         Whenever
in this Indenture it is provided that the Holders of a specified percentage in
aggregate principal amount of the Securities of any or all series may take
action (including the making of any demand or request, the giving of any
direction, notice, consent or waiver or the taking of any other action) the fact
that at the time of taking any such action the Holders of such specified
percentage have joined therein may be evidenced (a) by any instrument or
any number of instruments of similar tenor executed by Holders in person or by
agent or proxy appointed in writing, (b) by the record of the Holders
voting in favor thereof at any meeting of Holders duly called and held in
accordance with procedures approved by the Trustee, (c) by a combination of
such instrument or instruments and any such record of such a meeting of Holders
or (d) in the case of Securities evidenced by a Global Security, by any
electronic transmission or other message, whether or not in written format, that
complies with the Depositary’s applicable procedures. Such evidence (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “ Act ” of the
relevant Holders. Proof of execution of any such instrument or of a writing
appointing any such agent or proxy shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section.

    


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

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


         The
ownership of Securities shall be proved by the Security Register.

    


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

    


         The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders of Securities of such series, provided that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of the relevant series
on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 106.

    


         The
Trustee may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to
institute proceedings referred to in Section 507(2) or (iv) any
direction referred to in Section 512, in each case with respect to Securities of
such series. If any record date is set pursuant to this paragraph, the Holders
of Outstanding Securities of such series on such record date, and no other
Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Trustee, at the
Company’s expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Company in
writing and to each Holder of Securities of the relevant series in the manner
set forth in Section 106.

    


         With
respect to any record date set pursuant to this Section, the party hereto which
sets such record dates may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later day;
provided that no such change shall be effective unless notice of the proposed
new Expiration Date is given to the other party hereto in writing, and to each
Holder of Securities of the relevant series in the manner set forth in
Section 106, on or prior to the existing Expiration Date. If an Expiration
Date is not designated with respect to any record date set pursuant to this
Section, the party hereto which set such record date shall be deemed to have
initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.

    


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

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    SECTION
105. 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:

    


         (1)
the Trustee by any Holder or by the Company or any Subsidiary Guarantor shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing in the English language to or with the Trustee at its Corporate Trust
Office, Attention: Corporate Trust Department; or

    


         (2)
the Company or any Subsidiary Guarantor by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing in the English language and mailed, first-class postage
prepaid, in the case of the Company addressed to it at the address of its
principal office specified in the first paragraph of this instrument or at any
other address previously furnished in writing to the Trustee by the Company and,
in the case of any Subsidiary Guarantor, to it at the address of the Company’s
principal office specified in the first paragraph of this instrument, Attention:
Chief Financial Officer, or at any other address previously furnished in writing
to the Trustee by such Subsidiary Guarantor.

    


    SECTION
106. Notice to
Holders; Waiver.

    


         Where
this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing in
the English language and mailed, first-class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date (if any), and not earlier than the earliest date
(if any), prescribed for the giving of such notice. 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. 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 give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

    


    SECTION
107. Conflict
with Trust Indenture Act.

    


         If
any provision hereof limits, qualifies or conflicts with a provision of the
Trust Indenture Act which is required under such Act to be a part of and govern
this Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act which
may be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or to be excluded, as the case may
be.

    


    SECTION
108. 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
109. Successors
and Assigns.

    


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

    


    SECTION
110. Separability
Clause.

    


         In
case any provision in this Indenture, the Securities or the Subsidiary
Guarantees shall be invalid, illegal or unenforceable, the validity, legality
and enforce ability of the remaining provisions shall not in any way be affected
or impaired thereby.

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    SECTION
111. Benefits
of Indenture.

    


         Nothing
in this Indenture, the Securities or the Subsidiary Guarantees, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder, the holders of Senior Debt and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

    


    SECTION
112. Governing
Law.

    


         This
Indenture, the Securities and the Subsidiary Guarantees shall be governed by and
construed in accordance with the law of the State of New York.

    


    SECTION
113. Legal
Holidays.

    


         In
any case where any Interest Payment Date, Redemption Date, purchase date or
Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities (other than a provision of any Security which specifically states
that such provision shall apply in lieu of this Section)) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date,
Redemption Date or purchase date, or at the Stated Maturity.

    


    SECTION
114. No
Recourse Against Others.

    


         The
directors, officers, employees and stockholders of the Company and, if
applicable, the Subsidiary Guarantors, as such, shall have no liability for any
obligations of the Company or any Subsidiary Guarantor under the Securities, any
Subsidiary Guarantees of this Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. By accepting a
Security, each Holder shall be deemed to have waived and released all such
liability. The waiver and release shall be a party of the consideration for the
issue of the Securities.

    


    ARTICLE
TWO

     SECURITY
FORMS

    


    SECTION
201. Forms
Generally.

    


         The
Securities of each series and, if applicable, the Subsidiary Guarantees to be
endorsed thereon shall be in substantially the form set forth in this Article,
or in such other form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or
Depositary therefor or as may, consistently herewith, be determined by the
officers executing such Securities or Subsidiary Guarantees, as the case may be,
as evidenced by their execution thereof. If the form of Securities of any series
is established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.

    


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

    


    SECTION
202. Form of
Face of Security.

    


    [Insert any legend required by
the Internal Revenue Code and the regulations thereunder.]

    


    Boots
& Coots, Inc.

    
      	 
      	 
      	 	 
      
	
              No.

            	 
      	
              $

            	
               

            


    

     

    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


         Boots
& Coots, Inc., a corporation duly organized and existing under the laws of
Delaware (herein called the “
Company ,” which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to                                                             
, or registered assigns, the principal sum of ___ Dollars on                                                               [ if the Security
is to bear interest prior to Maturity, insert — , and to pay interest thereon
from                       or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on                       and
                      in
each year, commencing                     
, at the rate of ___% per annum, until the principal hereof is paid or made
available for payment, provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of
___% per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand. 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 Security (or one or more Predecessor Securities) 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 will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) 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 Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture ]
..

    


         [If the Security is not to
bear interest prior to Maturity, insert — The principal of this Security shall
not bear interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the overdue
principal and any overdue premium shall bear interest at the rate of ___% per
annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment. Interest on any overdue principal or premium shall be
payable on demand. Any such interest on overdue principal or premium which is
not paid on demand shall bear interest at the rate of ___% per annum (to the
extent that the payment of such interest on interest shall be legally
enforceable), from the date of such demand until the amount so demanded is paid
or made available for payment. Interest on any overdue interest shall be payable
on demand.
]

    


         Payment
of the principal of (and premium, if any) and [if applicable, insert — any
such] interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in                     
, 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 at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.

    


         Reference
is hereby made to the further provisions of this Security 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 executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

    


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

     

    
      	
              Dated:

            	 
      	 
      	 
      	 
      	 
      	
              BOOTS
      & COOTS, INC.

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
              By:

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              [Attest:

            	 
      	 
      	 
      	
              ]

            	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

     

    SECTION
203. Form of
Reverse of Security.

    


         This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be
issued in one or more series under an Indenture, dated as of                     
, 20___(herein called the “
Indenture ”, which term shall have the meaning assigned to it in such
instrument), among the Company, the Subsidiary Guarantors named therein and  [ TRUSTEE’S
NAME ] , as Trustee
(herein called the “
Trustee ”, which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Subsidiary Guarantors, the Trustee, the holders of Senior Debt
and the Holders of the Securities and of the terms upon which the Securities
are, and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof  [ if applicable,
insert — , limited in aggregate principal amount to $                      ] .

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


         [If applicable, insert — The
Securities of this series are subject to redemption upon not less than 30 nor
more than 60 days’ notice by mail,  [ if applicable,
insert — (1) on                       in
any year commencing with the year ___and ending with the year ___through
operation of the sinking fund for this series at a Redemption Price equal to
100% of the principal amount, and (2) ]  at any time  [ if applicable,
insert — on or after                     
, 20___ ] , as a whole
or in part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount): If redeemed [ if applicable, insert — on
or before                     
, ___%, and if redeemed
]  during the 12-month period beginning
                      of
the years indicated,

    


    
      	
              Redemption

            	 
      	
              Redemption

            
	
              Year

            	 
      	
              Price

            	 
      	
              Year

            	 
      	
              Price

            


    

    


    and
thereafter at a Redemption Price equal to ___% of the principal amount, together
in the case of any such redemption [if applicable, insert —
(whether through operation of the sinking fund or otherwise) ]  with accrued
interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.
]

    


         [If applicable, insert — The
Securities of this series are subject to redemption upon not less than 30 nor
more than 60 days’ notice by mail, (1) on                       in
any year commencing with the year ___and ending with the year ___through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any
time  [ if
applicable, insert — on or after                      ] , as a whole or in part, at
the election of the Company, at the Redemption Prices for redemption otherwise
than through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below: If redeemed during the 12-month
period beginning                       of
the years indicated,

    


    
      	
              Year

            	 
      	
              Redemption
      Price For Redemption Through Operation of the Sinking Fund

            	 
      	
              Redemption
      Price For Redemption Otherwise Than Through Operation of the Sinking
      Fund

            


    

    


    and
thereafter at a Redemption Price equal to ___% of the principal amount, together
in the case of any such redemption (whether through operation of the sinking
fund or otherwise) with accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture. ]

    


         [If applicable, insert —
Notwithstanding the foregoing, the Company may not, prior to                     ,
redeem any Securities of this series as contemplated by  [ if applicable,
insert — clause (2) of
]  the preceding paragraph as a part of, or in anticipation of,
any refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than ___% per annum. ]

    


         [If applicable, insert — The
sinking fund for this series provides for the redemption on                     
in each year beginning with the year                       and
ending with the year                       of  [ if applicable,
insert — not less than $
                      (“ mandatory sinking fund ”) and
not more than
]  $                       aggregate
principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through  [ if applicable,
insert — mandatory
]  sinking fund payments may be credited against
subsequent  [
if applicable, insert — mandatory ] sinking fund payments
otherwise required to be made  [ if applicable,
insert — , in the inverse order in which they become due ] . ]

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


         [If the Security is subject to
redemption of any kind, insert — In the event of redemption of this Security in
part only, a new Security or Securities of this series and of like tenor for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.
]

    


         [If the Security is subject to
conversion, insert — Subject to the provisions of the Indenture, each Holder has
the right to convert the principal amount of this Security into fully paid and
nonassessable shares of Common Stock of the Company at the initial conversion
price per share of Common Stock of $___(or $___in principal amount of Securities
for each such share of Common Stock), or at the adjusted conversion price then
in effect, if adjustment has been made as provided in the Indenture, upon
surrender of the Security to the Conversion Agent, together with a fully
executed notice in substantially the form attached hereto and, if required by
the Indenture, an amount equal to accrued interest payable on this
Security. ]

    


         The
indebtedness evidenced by this Security is, to the extent provided in the
Indenture, subordinate and subject in right of payment to the prior payment in
full of all Senior Debt of the Company, and this Security is issued subject to
the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
so provided and (c) appoints the Trustee his attorney-in-fact for any and
all such purposes.

    


         [If applicable, insert — As
provided in the Indenture and subject to certain limitations therein set forth,
the obligations of the Company under this Security are guaranteed on a senior
subordinated basis pursuant to the Subsidiary Guarantees endorsed hereon. The
Indenture provides that a Subsidiary Guarantor shall be released from its
Subsidiary Guarantee upon compliance with certain conditions. ]

    


         [If applicable, insert — The
Indenture contains provisions for Defeasance at any time of [the entire indebtedness of
this Security ] [
or ] [ certain
restrictive covenants and Events of Default with respect to this Security ] [ , in each case ]  upon compliance
with certain conditions set forth in the Indenture. ]

    


         [If the Security is not an
Original Issue Discount Security, insert — If an Event of Default with respect
to Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture. ]

    


         [If the Security is an
Original Issue Discount Security, insert — If an Event of Default with respect
to Securities of this series shall occur and be continuing, an amount of
principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture. Such amount shall be
equal to — insert formula for determining the amount. Upon payment (i) of
the amount of principal so declared due and payable and (ii) of interest on
any overdue principal, premium and interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of the principal of and premium and
interest, if any, on the Securities of this series shall terminate. ]

    


         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 of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, 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 the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

    


         As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable security or indemnity, and
the Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed herein
[if applicable, insert — or the right to convert this Security in accordance
with its terms].

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


         No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed [if applicable, insert – and to convert this Security in accordance
with its terms].

    


         As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

    


         The
Securities of this series 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, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.

    


         No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

    


         Prior
to due presentment of this Security 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 Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

    


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

    


    SECTION
204. Form of
Subsidiary Guarantee.

    


    SUBSIDIARY
GUARANTEE

    


         For
value received, each of the Subsidiary Guarantors named (or deemed herein to be
named) below hereby jointly and severally fully and unconditionally guarantees
to the Holder of the Security upon which this Subsidiary Guarantee is endorsed,
and to the Trustee on behalf of such Holder, the due and punctual payment of the
principal of (and premium, if any) and interest on such Security when and as the
same shall become due and payable, whether at the Stated Maturity, by
acceleration, call for redemption, offer to purchase or otherwise, according to
the terms thereof and of the Indenture referred to therein and to cover all the
rights of the Trustee under Section 607. In case of the failure of the
Company punctually to make any such payment, each of the Subsidiary Guarantors
hereby jointly and severally agrees to cause such payment to be made punctually
when and as the same shall become due and payable, whether at the Stated
Maturity or by acceleration, call for redemption, offer to purchase or
otherwise, and as if such payment were made by the Company.

    


         Each
of the Subsidiary Guarantors hereby jointly and severally agrees that its
obligations hereunder shall be absolute and unconditional, irrespective of, and
shall be unaffected by, the validity, regularity or enforceability of such
Security or the Indenture, the absence of any action to enforce the same or any
release, amendment, waiver or indulgence granted to the Company or any other
guarantor, or any consent to departure from any requirement of any other
guarantee of all or of any of the Securities of this series, or any other
circumstances which might otherwise constitute a legal or equitable discharge or
defense of a surety or guarantor; provided, however, that, notwithstanding the
foregoing, no such release, amendment, waiver or indulgence shall, without the
consent of such Subsidiary Guarantor, increase the principal amount of such
Security, or increase the interest rate thereon, or alter the Stated Maturity
thereof. Each of the Subsidiary Guarantors hereby waives the benefits of
diligence, presentment, demand of payment, any requirement that the Trustee or
any of the Holders protect, secure, perfect or insure any security interest in
or other lien on any property subject thereto or exhaust any right or take any
action against the Company or any other Person or any collateral, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest or notice with
respect to such Security or the indebtedness evidenced thereby and all demands
whatsoever, and covenants that this Subsidiary Guarantee will not be discharged
except by complete performance of the obligations contained in such Security and
in this Subsidiary Guarantee. Each Subsidiary Guarantor agrees that if, after
the occurrence and during the continuance of an Event of Default with respect to
Securities of this series, the Trustee or any of the Holders are prevented by
applicable law from exercising their respective rights to accelerate the
maturity of the Securities of this series, to collect interest on the Securities
of this series, or to enforce or exercise any other right or remedy with respect
to the Securities of this series, such Subsidiary Guarantor agrees to pay to the
Trustee for the account of the Holders, upon demand therefor, the amount that
would otherwise have been due and payable had such rights and remedies been
permitted to be exercised by the Trustee or any of the Holders.

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


         The
indebtedness of each Subsidiary Guarantor evidenced by this Subsidiary Guarantee
is, to the extent provided in the Indenture, subordinate in right of payment to
the prior payment in full of all Senior Debt of such Subsidiary Guarantor, and
the Subsidiary Guarantee of each Subsidiary Guarantor is issued subject to the
provisions of the Indenture with respect thereto.

    


         No
reference herein to the Indenture and no provision of this Subsidiary Guarantee
or of the Indenture shall alter or impair the Subsidiary Guarantee of any
Subsidiary Guarantor, which is absolute and unconditional, of the due and
punctual payment of the principal (and premium, if any) and interest on the
Security upon which this Subsidiary Guarantee is endorsed.

    


         Each
Subsidiary Guarantor shall be subrogated to all rights of the Holder of this
Security against the Company in respect of any amounts paid by such Subsidiary
Guarantor on account of this Security pursuant to the provisions of its
Subsidiary Guarantee or the Indenture; provided, however, that such Subsidiary
Guarantor shall not be entitled to enforce or to receive any payments arising
out of, or based upon, such right of subrogation until the principal of (and
premium, if any) and interest on this Security and all other Securities of this
series issued under the Indenture shall have been paid in full.

    


         This
Subsidiary Guarantee shall remain in full force and effect and continue to be
effective should any petition be filed by or against the Company for liquidation
or reorganization, should the Company become insolvent or make an assignment for
the benefit of creditors or should a receiver or trustee be appointed for all or
any part of the Company’s assets, and shall, to the fullest extent permitted by
law, continue to be effective or be reinstated, as the case may be, if at any
time payment and performance of the Securities of this series is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by any Holder of the Securities of this series, whether as a “voidable
preference,” “fraudulent transfer,” or otherwise, all as though such payment or
performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Securities of this
series shall, to the fullest extent permitted by law, be reinstated and deemed
reduced only by such amount paid and not so rescinded, reduced, restored or
returned.

    


         The
Subsidiary Guarantors or any particular Subsidiary Guarantor shall be released
from this Subsidiary Guarantee upon the terms and subject to certain conditions
provided in the Indenture.

    


         By
delivery to the Trustee of a supplement to the Indenture referred to in the
Security upon which this Subsidiary Guarantee is endorsed in accordance with the
terms of the Indenture, each Person that becomes a Subsidiary Guarantor after
the date of first issuance of the Securities of this series will be deemed to
have executed and delivered this Subsidiary Guarantee for the benefit of the
Holder of the Security upon which this Subsidiary Guarantee is endorsed with the
same effect as if such Subsidiary Guarantor were named below and had executed
and delivered this Subsidiary Guarantee.

    


         All
terms used in this Subsidiary Guarantee which are defined in the Indenture shall
have the meanings assigned to them in such Indenture.

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    


         This
Subsidiary Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Security upon which this Subsidiary
Guarantee is endorsed shall have been executed by the Trustee under the
Indenture by manual signature.

    


         Reference
is made to the Indenture for further provisions with respect to this Subsidiary
Guarantee.

    


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

    


         IN
WITNESS WHEREOF, each of the Subsidiary Guarantors has caused this Subsidiary
Guarantee to be duly executed.

    


    
      	 
      	 
      	
              [Insert Names of
      Subsidiary Guarantors]

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	 
      	 
      
	 
      	 
      	
              Title: 
      

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


    


    SECTION
205. Form of
Legend for Global Securities.

    


         Unless
otherwise specified as contemplated by Section 301 for the Securities
evidenced thereby, every Global Security authenticated and delivered hereunder
shall bear a legend in substantially the following form:

    


    THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

    


    SECTION
206. Form of
Trustee’s Certificate of Authentication.

    


         The
Trustee’s certificates of authentication shall be in substantially the following
form:

    


         This
is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

    


    
      	 
      	
              [TRUSTEE’S NAME],

               As
      Trustee

            	 
      
	 
      	 
      	 
      
	 
      	
              By: 
      

            	 
      	 
      
	 
      	
              Authorized
      Officer 

            	 
      


    

    


    


    SECTION
207. Form of
Conversion Notice.

    


         Each
convertible Security shall have attached thereto, or set forth on the reverse of
the Security, a notice of conversion in substantially the following
form:

    


    Conversion
Notice

    


    To: Boots
& Coots, Inc.

    


         The
undersigned owner of this Security hereby: (i) irrevocably exercises the
option to convert this Security, or the portion hereof below designated, for
shares of Common Stock of Boots & Coots, Inc. in accordance with the terms
of the Indenture referred to in this Security and (ii) directs that such shares
of Common Stock deliverable upon the conversion, together with any check in
payment for fractional shares and any Security(ies) representing any unconverted
principal amount hereof, be issued and delivered to the registered holder hereof
unless a different name has been indicated below. If shares are to be delivered
registered in the name of a Person other than the undersigned, the undersigned
will pay all transfer taxes payable with respect thereto. Any amount required to
be paid by the undersigned on account of interest accompanies this
Security.

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

     

    
      	
              Dated:

            	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
               
      Signature

            	 
      	 
      


    

    


         Fill
in for registration of shares if to be delivered, and of Securities if to be
issued, otherwise than to and in the name of the registered holder.

    


    
      	 	 	 
	 
      	
              Social
      Security or other

              Taxpayer
      Identification Number

            	 
      


    

    


    
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	
              (Name)

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	
              (Please
      print name and address)

            	 
      	 
      


    

    


    
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Principal
      amount to be converted: (if less than all)

            	 
      	 
      	 
      	 
      
	
              $

            	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


    

    


    
      	 
      	 
      	 
      	 
      	 
      
	
              Signature

            	 
      	
              Guarantee*

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      


    

     

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

    


    ARTICLE
THREE

     THE
SECURITIES

    


    SECTION
301. Amount
Unlimited; Issuable in Series.

    


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

    


         The
Securities may be issued in one or more series. There shall be established in or
pursuant to a Board Resolution and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers’ Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series,

    


         (1)
the title of the Securities of the series (which shall distinguish the
Securities of the series from Securities of any other series);

    


         (2)
if the Securities of the series will not have the benefit of the Subsidiary
Guarantees of the Subsidiary Guarantors;

    


         (3)
any change to the subordination provisions which applies to the Securities of
the series from those contained in Article Twelve with respect to the
Securities and/or, if applicable, those contained in Article Fourteen with
respect to the Subsidiary Guarantees, and the definitions of Senior Debt and
Designated Senior Debt which shall apply to the Securities of the series, and,
if applicable, the Subsidiary Guarantees;

    


         (4)
any limit upon the aggregate principal amount of the Securities of the series
which may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant to
Section 304, 305, 306, 906 or 1107 and except for any Securities which,
pursuant to Section 303, are deemed never to have been authenticated and
delivered hereunder);

    


    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

    


         (5)
the Person to whom any interest on a Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest;

    


         (6)
the date or dates on which the principal of any Securities of the series is
payable;

    


         (7)
the rate or rates at which any Securities of the series shall bear interest, if
any, the date or dates from which any such interest shall accrue, the Interest
Payment Dates on which any such interest shall be payable and the Regular Record
Date for any such interest payable on any Interest Payment Date;

    


         (8)
the place or places where the principal of and any premium and interest on any
Securities of the series shall be payable;

    


         (9)
the period or periods within which, the price or prices at which and the terms
and conditions upon which any Securities of the series may be redeemed, in whole
or in part, at the option of the Company and, if other than by a Board
Resolution, the manner in which any election by the Company to redeem the
Securities shall be evidenced;

    


         (10)
the obligation, if any, of the Company to redeem or purchase any Securities of
the series pursuant to any sinking fund or analogous provisions or at the option
of the Holder thereof and the period or periods within which, the price or
prices at which and the terms and conditions upon which any Securities of the
series shall be redeemed or purchased, in whole or in part, pursuant to such
obligation;

    


         (11)
if other than denominations of $1,000 and any integral multiple thereof, the
denominations in which any Securities of the series shall be
issuable;

    


         (12)
if the amount of principal of or any premium or interest on any Securities of
the series may be determined with reference to an index or pursuant to a
formula, the manner in which such amounts shall be determined;

    


         (13)
if other than the currency of the United States of America, the currency,
currencies or currency units in which the principal of or any premium or
interest on any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States of
America for any purpose, including for purposes of the definition of
“Outstanding” in Section 101;

    


         (14)
if the principal of or any premium or interest on any Securities of the series
is to be payable, at the election of the Company or the Holder thereof, in one
or more currencies or currency units other than that or those in which such
Securities are stated to be payable, the currency, currencies or currency units
in which the principal of or any premium or interest on such Securities as to
which such election is made shall be payable, the periods within which and the
terms and conditions upon which such election is to be made and the amount so
payable (or the manner in which such amount shall be determined);

    


         (15)
if other than the entire principal amount thereof, the portion of the principal
amount of any Securities of the series which shall be payable upon declaration
of acceleration of the Maturity thereof pursuant to
Section 502;

    


         (16)
if the principal amount payable at the Stated Maturity of any Securities of the
series will not be determinable as of any one or more dates prior to the Stated
Maturity, the amount which shall be deemed to be the principal amount of such
Securities as of any such date for any purpose thereunder or hereunder,
including the principal amount thereof which shall be due and payable upon any
Maturity other than the Stated Maturity or which shall be deemed to be
Outstanding as of any date prior to the Stated Maturity (or, in any such case,
the manner in which such amount deemed to be the principal amount shall be
determined);

    


         (17)
if applicable, that the Securities of the series, in whole or any specified
part, shall be defeasible pursuant to Section 1502 or Section 1503 or
both such Sections and, if other than by a Board Resolution, the manner in which
any election by the Company to defease such Securities shall be
evidenced;

    


         (18)
if applicable, that any Securities of the series shall be issuable in whole or
in part in the form of one or more Global Securities and, in such case, the
respective Depositories for such Global Securities, the form of any legend or
legends which shall be borne by any such Global Security in addition to or in
lieu of that set forth in Section 205 and any circumstances in addition to
or in lieu of those set forth in clause (2) of the last paragraph of
Section 305 in which any such Global Security may be exchanged in whole or
in part for Securities registered, and any transfer of such Global Security in
whole or in part may be registered, in the name or names of Persons other than
the Depositary for such Global Security or a nominee thereof;

    


    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

    


         (19)
any addition to or change in the Events of Default which applies to any
Securities of the series and any change in the right of the Trustee or the
requisite Holders of such Securities to declare the principal amount thereof due
and payable pursuant to Section 502;

    


         (20)
any addition to or change in the covenants set forth in Article Ten which
applies to Securities of the series;

    


         (21)
whether the Securities of the series will be convertible into Common Stock (or
cash in lieu thereof) and, if so, the terms and conditions upon which such
conversion will be effected; and

    


         (22)
any other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by
Section 901(5)).

    


         All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 303) set forth, or
determined in the manner provided, in the Officers’ Certificate referred to
above or in any such indenture supplemental hereto.

    


         If
any of the terms of the series are established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers’
Certificate setting forth the terms of the series.

    


         The
Securities of each series shall have the benefit of the Subsidiary Guarantees
unless the Company elects otherwise upon the establishment of a series pursuant
to this Section 301.

    


    SECTION
302. Denominations.

    


         The
Securities of each series shall be issuable only in registered form without
coupons and only in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such specified denomination with respect
to the Securities of any series, the Securities of such series shall be issuable
in denominations of $1,000 and any integral multiple thereof.

    


    SECTION
303. Execution,
Authentication, Delivery and Dating.

    


         The
Securities shall be executed on behalf of the Company by its Chairman of the
Board of Directors, its Vice Chairman of the Board of Directors, its President
or one of its Vice Presidents. If its corporate seal is reproduced thereon, then
it shall be attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or
facsimile.

    


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

    


         At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company and, if applicable, having endorsed thereon the Subsidiary Guarantees
executed as provided in Section 1303 by the Subsidiary Guarantors to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. If the form or terms of
the Securities of the series have been established by or pursuant to one or more
Board Resolutions as permitted by Sections 201 and 301, in authenticating
such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying
upon, an Opinion of Counsel stating,

    


         (1)
if the form of such Securities has been established by or pursuant to Board
Resolution as permitted by Section 201, that such form has been established
in conformity with the provisions of this Indenture;

    


    
      
        
           


        

        
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         (2)
if the terms of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 301, that such terms have been
established in conformity with the provisions of this Indenture;
and

    


         (3)
that such Securities, when authenticated and delivered by the Trustee and issued
by the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and legally binding obligations of the
Company, and, if applicable, the Subsidiary Guarantees endorsed thereon will
constitute valid and legally binding obligations of the Subsidiary Guarantors,
enforceable in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity
principles.

    


         If
such form or terms have been so established, the Trustee shall not be required
to authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee’s own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.

    


         Notwithstanding
the provisions of Section 301 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not
be necessary to deliver the Officers’ Certificate otherwise required pursuant to
Section 301 or the Company Order and Opinion of Counsel otherwise required
pursuant to such preceding paragraph at or prior to the authentication of each
Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be
issued.

    


         Each
Security shall be dated the date of its authentication.

    


         No
Security or Subsidiary Guarantee shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee by manual signature, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in
Section 309, for all purposes of this Indenture such Security shall be
deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.

    


    SECTION
304. Temporary
Securities.

    


         Pending
the preparation of definitive Securities of any series, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities and, if applicable, having endorsed thereon the
Subsidiary Guarantees in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities and, if applicable, Subsidiary Guarantees may
determine, as evidenced by their execution of such Securities and Subsidiary
Guarantees.

    


         If
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor one or more definitive Securities of the same series, of
any authorized denominations and of like tenor and aggregate principal amount
and, if applicable, having endorsed thereon Subsidiary Guarantees executed by
the Subsidiary Guarantors. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series and tenor.

    


    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 of the Company in a Place of Payment being herein sometimes collectively
referred to as the “ Security
Register ”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities. The Trustee is hereby appointed “ Security Registrar ” for the
purpose of registering Securities and transfers of Securities as herein
provided.

    


    
      
        
           


        

        
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         Upon
surrender for registration of transfer of any Security of a series at the office
or agency of the Company in a Place of Payment for that series, the Company
shall execute, if applicable the Subsidiary Guarantors shall execute the
Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount.

    


         At
the option of the Holder, Securities of any series may be exchanged for other
Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount, upon surrender of the Securities to be exchanged
at such office or agency. Whenever any Securities are so surrendered for
exchange, the Company shall execute, if applicable the Subsidiary Guarantors
shall execute the Subsidiary Guarantees endorsed thereon and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

    


         All
Securities and, if applicable, the Subsidiary Guarantees endorsed thereon issued
upon any registration of transfer or exchange of Securities shall be the valid
obligations of the Company and, if applicable, the respective Subsidiary
Guarantors, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Securities and Subsidiaries Guarantees surrendered upon
such registration of transfer or exchange.

    


         Every
Security presented or surrendered for registration of transfer or for exchange
shall (if so required by the Company or the Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security 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 of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 906, 1107 or otherwise not involving any
transfer.

    


         If
the Securities of any series (or of any series and specified tenor) are to be
redeemed in part, the Company shall not be required (A) to issue, register
the transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
any such Securities selected for redemption under Section 1103 and ending
at the close of business on the day of such mailing, or (B) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in
part.

    


         The
provisions of clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:

    


         (1)
Each Global Security authenticated under this Indenture shall be registered in
the name of the Depositary designated for such Global Security or a nominee
thereof and delivered to such Depositary or a nominee thereof or custodian
therefor, and each such Global Security shall constitute a single Security for
all purposes of this Indenture.

    


         (2)
Notwithstanding any other provision in this Indenture, no Global Security may be
exchanged in whole or in part for Securities registered, and no transfer of a
Global Security in whole or in part may be registered, in the name of any Person
other than the Depositary for such Global Security or a nominee thereof unless
(A) such Depositary (i) has notified the Company that it is unwilling
or unable to continue as Depositary for such Global Security or (ii) has
ceased to be a clearing agency registered under the Exchange Act, and in either
case the Company fails to appoint a successor Depositary within 90 days,
(B) there shall have occurred and be continuing an Event of Default with
respect to such Global Security and the Depositary shall have notified the
Trustee of its decision to exchange such Global Security for Securities in
certificated form or (C) there shall exist such circumstances, if any, in
addition to or in lieu of the foregoing as have been specified for this purpose
as contemplated by Section 301.

    


         (3)
Subject to clause (2) above, any exchange of a Global Security for other
Securities may be made in whole or in part, and all Securities issued in
exchange for a Global Security or any portion thereof shall be registered in
such names as the Depositary for such Global Security shall direct.

    


         (4)
Every Security authenticated and delivered upon registration of transfer of, or
in exchange for or in lieu of, a Global Security or any portion thereof, whether
pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall
be authenticated and delivered in the form of, and shall be, a Global Security,
unless such Security is registered in the name of a Person other than the
Depositary for such Global Security or a nominee thereof.

    


    
      
        
           


        

        
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    SECTION
306. Mutilated,
Destroyed, Lost and Stolen Securities.

    


         If
any mutilated Security is surrendered to the Trustee, the Company shall execute,
if applicable the Subsidiary Guarantors shall execute the Subsidiary Guarantees
endorsed thereon and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

    


         If
there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and
(ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless from any loss that any of them may
suffer if a Security is replaced, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a protected purchaser,
the Company shall execute, if applicable the Subsidiary Guarantors shall execute
the Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security, a new
Security of the same series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding.

    


         In
case any such mutilated, destroyed, lost or stolen Security has become or is
about to become due and payable or is to be converted, the Company in its
discretion may, instead of issuing a new Security, pay or authorize the
conversion of such Security (without surrender thereof save in the case of a
mutilated Security).

    


         Upon
the issuance of any new Security under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith.

    


         Every
new Security of any series issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security, and, if applicable, the Subsidiary
Guarantees endorsed thereon, shall constitute an original additional contractual
obligation of the Company and, if applicable, the respective Subsidiary
Guarantors, whether or not the destroyed, lost or stolen Security shall be at
any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
that series duly issued hereunder.

    


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

    


    SECTION
307. Payment
of Interest; Interest Rights Preserved.

    


         Except
as otherwise provided as contemplated by Section 301 with respect to any
series of Securities, interest on any Security 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 Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

    


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

    


         (1)
The Company may elect to make payment of any Defaulted Interest to the Persons
in whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security of such series 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 clause 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
10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
given to each Holder of Securities of such series in the manner set forth in
Section 106, not less than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been so mailed, such Defaulted Interest shall be paid to
the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following clause
(2).

    


    
      
        
           


        

        
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         (2)
The Company may make payment of any Defaulted Interest on the Securities of any
series in any other lawful manner not inconsistent with the requirements of any
securities exchange on which such Securities may be listed, and upon such notice
as may be required by such exchange, if, after notice given by the Company to
the Trustee of the proposed payment pursuant to this clause, such manner of
payment shall be deemed practicable by the Trustee.

    


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

    


    SECTION
308. Persons
Deemed Owners.

    


         Prior
to due presentment of a Security for registration of transfer, the Company, the
Subsidiary Guarantors, the Trustee and any agent of the Company, the Subsidiary
Guarantors, or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 307) any interest on
such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, any Subsidiary Guarantor, the
Trustee nor any agent of the Company, any Subsidiary Guarantor, or the Trustee
shall be affected by notice to the contrary.

    


    SECTION
309. Cancellation.

    


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

    


    SECTION
310. Computation
of Interest.

    


         Except
as otherwise specified as contemplated by Section 301 for Securities of any
series, interest on the Securities of each series shall be computed on the basis
of a 360-day year of twelve 30-day months.

    


    ARTICLE
FOUR

     SATISFACTION
AND DISCHARGE

    


    SECTION
401. Satisfaction
and Discharge of Indenture.

    


         This
Indenture shall upon Company Request cease to be of further effect with respect
to the Securities of any series, and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when

    


              (1) either

    


         (A)
all Securities of such series theretofore authenticated and delivered (other
than (i) Securities of such series which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 306 and
(ii) Securities of such series 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

    


    
      
        
           


        

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

    


         (i)
have become due and payable, or

    


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

    


         (iii)
are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Company, and the Company or, if applicable, a
Subsidiary Guarantor, in the case of (i), (ii) or (iii) above, has
irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust for the purpose money in an amount sufficient, without consideration of
any reinvestment of interest, to pay and discharge the entire indebtedness on
such Securities not theretofore delivered to the Trustee for cancellation, for
principal and any premium and interest to the date of such deposit (in the case
of Securities which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be;

    


         (2)
the Company or a Subsidiary Guarantor has paid or caused to be paid all other
sums payable hereunder by the Company and the Subsidiary Guarantors with respect
to the Securities of such series; and

    


         (3)
the Company has delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture with respect to the
Securities of such series have been complied with.

    


         Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 607, the obligations of the Company with
respect to the Securities of such series under Sections 304, 305, 306, 1002
and 1003, any surviving rights of conversion, the obligations of the Trustee to
any Authenticating Agent under Section 614 and, if money shall have been
deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

    


    SECTION
402. Application
of Trust Money.

    


         Subject
to the provisions of the last 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 Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the
Trustee.

    


    ARTICLE
FIVE

     REMEDIES

    


    SECTION
501. Events of
Default.

    


         “Event of Default”, wherever
used herein with respect to Securities of any series, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be occasioned by the provisions of Article Twelve or be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

    


         (1)
default in the payment of any interest upon any Security of that series when it
becomes due and payable, and continuance of such default for a period of
30 days; or

    


         (2)
default in the payment of the principal of or any premium on any Security of
that series at its Maturity; or

    


         (3)
default in the deposit of any sinking fund payment, when and as due by the terms
of a Security of that series; or

    


         (4)
default in the performance, or breach, of any covenant of the Company or, if the
Subsidiary Guarantors have issued Subsidiary Guarantees with respect to the
Securities of such series, any Subsidiary Guarantor in Article Eight of
this Indenture; or

    


    
      
        
           


        

        
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         (5)
default in the performance, or breach, of any covenant or warranty of the
Company or, if the Subsidiary Guarantors have issued Subsidiary Guarantees with
respect to the Securities of such series, any Subsidiary Guarantor in this
Indenture (other than a covenant or warranty a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with or which has
expressly been included in this Indenture solely for the benefit of series of
Securities other than that series), and continuance of such default or breach
for a period of 60 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 Securities
of that series a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a “ Notice of Default ”
hereunder; or

    


         (6)
any Debt of the Company, any Significant Subsidiary or, if the Subsidiary
Guarantors have issued Subsidiary Guarantees with respect to the Securities of
such series, any Subsidiary Guarantor is not paid within any applicable grace
period after final maturity or is accelerated by the holders thereof because of
a default and the total amount of such Debt unpaid or accelerated exceeds
$10 million, or its foreign currency equivalent at the time;
or

    


         (7)
any judgment or decree for the payment of money in excess of $10 million or
its foreign currency equivalent at the time it is entered against the Company,
any Significant Subsidiary or, if the Subsidiary Guarantors have issued
Subsidiary Guarantees with respect to the Securities of such series, any
Subsidiary Guarantor, remains outstanding for a period of 60 consecutive days
following the entry of such judgment or decree and is not discharged, waived or
the execution thereof stayed; or

    


         (8)
the entry by a court having jurisdiction in the premises of (A) a decree or
order for relief in respect of the Company, any Significant Subsidiary or, if
the Subsidiary Guarantors have issued Subsidiary Guarantees with respect to the
Securities of such series, any Subsidiary Guarantor in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company, any Significant Subsidiary or any such Subsidiary Guarantor a bankrupt
or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company, any
Significant Subsidiary or any such Subsidiary Guarantor under any applicable
Federal or State law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company, any Significant
Subsidiary or any such Subsidiary Guarantor or of any substantial part of its or
their property, or ordering the winding up or liquidation of its or their
affairs, and the continuance of any such decree or order for relief or any such
other decree or order unstayed and in effect for a period of 60 consecutive
days; or

    


         (9)
the commencement by the Company, any Significant Subsidiary or, if the
Subsidiary Guarantors have issued Subsidiary Guarantees with respect to the
Securities of such series, any Subsidiary Guarantor of a voluntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by it or them to the entry
of a decree or order for relief in respect of the Company, any Significant
Subsidiary or any such Subsidiary Guarantor in an involuntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it or them, or the filing by it or them of a petition or
answer or consent seeking reorganization or relief under any applicable Federal
or State law, or the consent by it or them to the filing of such petition or to
the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company, any
Significant Subsidiary or any such Subsidiary Guarantor or of any substantial
part of its or their property, or the making by it or them of an assignment for
the benefit of creditors, or the admission by it or them in writing of its or
their inability to pay its or their debts generally as they become due, or the
taking of corporate action by the Company, any Significant Subsidiary or any
such Subsidiary Guarantor in furtherance of any such action; or

    


         (10)
in the event the Subsidiary Guarantors have issued Subsidiary Guarantees with
respect to the Securities of such series, the Subsidiary Guarantee of any
Subsidiary Guarantor is held by a final non-appealable order or judgment of a
court of competent jurisdiction to be unenforceable or invalid or ceases for any
reason to be in full force and effect (other than in accordance with the terms
of this Indenture) or any Subsidiary Guarantor or any Person acting on behalf of
any Subsidiary Guarantor denies or disaffirms such Subsidiary Guarantor’s
obligations under its Subsidiary Guarantee (other than by reason of a release of
such Subsidiary Guarantor from its Subsidiary Guarantee in accordance with the
terms of this Indenture); or

    


         (11)
any other Event of Default provided with respect to Securities of that
series.

    


    
      
        
           


        

        
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    SECTION
502. Acceleration
of Maturity; Rescission and Annulment.

    


         If
an Event of Default (other than an Event of Default with respect to the Company
specified in Section 501(8) or 501(9)) with respect to Securities of any
series at the time Outstanding occurs and is continuing, then in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount of all
the Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount), together with any accrued and unpaid interest thereon, shall become
immediately due and payable. If an Event of Default with respect to the Company
specified in Section 501(8) or 501 (9) with respect to Securities of any
series at the time Outstanding occurs, the principal amount of all the
Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof), together with any accrued
and unpaid interest thereon, shall automatically, and without any declaration or
other action on the part of the Trustee or any Holder, become immediately due
and payable.

    


         At
any time after such a declaration of acceleration with respect to Securities of
any series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in principal amount of the Outstanding
Securities of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if

    


         (1)
the Company or, if applicable, any Subsidiary Guarantor has paid or deposited
with the Trustee a sum sufficient to pay

    


         (A)
all overdue interest on all Securities of that series,

    


         (B)
the principal of (and premium, if any, on) any Securities of that series which
have become due otherwise than by such declaration of acceleration and any
interest thereon at the rate or rates prescribed therefor in such
Securities,

    


         (C)
to the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor in such Securities,
and

    


         (D)
all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel; and

    


         (2)
all Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series which has become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 513.

    


         No
such rescission shall affect any subsequent default or impair any right
consequent thereon.

    


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

    


         The
Company covenants that if

    


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

    


         (2)
default is made in the payment of the principal of (or premium, if any, on) any
Security at the Maturity thereof, the Company will, upon demand of the Trustee,
pay to it, for the benefit of the Holders of such Securities, the whole amount
then due and payable on such Securities for principal and any premium and
interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal and premium and on any overdue
interest, at the rate or rates prescribed therefor in such Securities, 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
an Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

    


    
      
        
           


        

        
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    SECTION
504. Trustee
May File Proofs of Claim.

    


         In
case of any judicial proceeding relative to the Company, any Subsidiary
Guarantor or any other obligor upon the Securities, or the property or creditors
of the Company, any Subsidiary Guarantor or any other obligor upon the
Securities, the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee allowed in
any such proceeding. In particular, the Trustee shall be authorized to collect
and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other 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 to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

    


         No
provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or any Subsidiary Guarantee 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; provided, however, that the Trustee may, on behalf of the Holders,
vote for the election of a trustee in bankruptcy or similar official and be a
member of a creditors’ or other similar committee.

    


    SECTION
505. Trustee
May Enforce Claims Without Possession of Securities.

    


         All
rights of action and claims under this Indenture or the Securities or any
Subsidiary Guarantee may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Securities 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 or any premium or interest,
upon presentation of the Securities 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 607;

    


    SECOND:
Subject to Article Twelve and Article Fourteen, to the payment of the
amounts then due and unpaid for principal of and any premium and interest on the
Securities 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 Securities for principal and any premium and
interest, respectively; and

    


    THIRD:
The balance, if any, to the Company or to such other Person as a court of
competent jurisdiction shall direct.

    


    SECTION
507. Limitation
on Suits.

    


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

    


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

    


    
      
        
           


        

        
          26

          
            

          

        

        
           


        

      

    

    


         (2)
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

    


         (3)
such Holder or Holders have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

    


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

    


         (5)
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 Securities of that series; it being understood and
intended that no one or more of such Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such
Holders.

    


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

    


         Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of and any premium and (subject to Section 307) interest on such Security
on the respective Stated Maturities expressed in such Security (or, in the case
of redemption or offer by the Company to purchase the Securities pursuant to the
terms of this Indenture, on the Redemption Date or purchase date, as applicable)
and, if applicable, to convert such Security in accordance with its terms, and
to institute suit for the enforcement of any such right, 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, subject to any determination in such
proceeding, the Company, the Subsidiary Guarantors, the Trustee and the Holders
shall be restored severally and respectively to their former positions hereunder
and thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.

    


    SECTION
510. Rights
and Remedies Cumulative.

    


         Except
as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of 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 Securities 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 Outstanding Securities of any
series 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, with respect to the Securities of such
series, provided that

    


    
      
        
           


        

        
          27

          
            

          

        

        
           


        

      

    

    


         (1)
such direction shall not be in conflict with any rule of law or with this
Indenture, and

    


         (2)
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 Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder with respect to such series and its
consequences, except a default

    


         (1)
in the payment of the principal of or any premium or interest on any Security of
such series (including any Security which is required to have been purchased by
the Company pursuant to an offer to purchase by the Company made pursuant to the
terms of this Indenture), or

    


         (2)
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 Security of such series.

    


         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.

    


    SECTION
514. Undertaking
for Costs.

    


         In
any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, a court may require any party litigant in such suit to file an
undertaking to pay the costs of such suit, and may assess costs against any such
party litigant, in the manner and to the extent provided in the Trust Indenture
Act; provided, however, that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company or any Subsidiary
Guarantor.

    


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

    


         Each
of the Company and the Subsidiary Guarantors 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 usury, stay
or extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and each of the
Company and the Subsidiary Guarantors (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. Certain
Duties and Responsibilities.

    


         The
duties and responsibilities of the Trustee shall be as expressly set forth in
this Indenture and as provided by the Trust Indenture Act. Notwithstanding the
foregoing, 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. Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

    


    SECTION
602. Notice of
Defaults.

    


         If
a default occurs hereunder with respect to Securities of any series, the Trustee
shall give the Holders of Securities of such series notice of such default as
and to the extent provided by the Trust Indenture Act; provided, however, that
in the case of any default of the character specified in Section 501(5)
with respect to Securities of such series, no such notice to Holders shall be
given until at least 30 days after the occurrence thereof. For the purpose
of this Section, the term “default” means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to
Securities of such series.

    


    
      
        
           


        

        
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    SECTION
603. Certain
Rights of Trustee.

    


         Subject
to the provisions of Section 601:

    


         (1)
the Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, 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;

    


         (2)
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 shall be sufficiently evidenced by a Board Resolution;

    


         (3)
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;

    


         (4)
the Trustee may consult with counsel and the written advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon;

    


         (5)
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 reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;

    


         (6)
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;
and

    


         (7)
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.

    


    SECTION
604. Not
Responsible for Recitals or Issuance of Securities.

    


         The
recitals contained herein and in the Securities and the Subsidiary Guarantees,
except the Trustee’s certificates of authentication, shall be taken as the
statements of the Company or the Subsidiary Guarantors, as the case may be, and
neither the Trustee nor any Authenticating Agent assumes any responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities or the Subsidiary Guarantees
endorsed thereon. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

    


    SECTION
605. May Hold
Securities.

    


         The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other agent of the Company or any Subsidiary Guarantor, in its individual or
any other capacity, may become the owner or pledgee of Securities and, subject
to Sections 608 and 613, may otherwise deal with the Company and any
Subsidiary Guarantor with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other
agent.

    


    
      
        
           


        

        
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    SECTION
606. Money
Held in Trust.

    


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

    


    SECTION
607. Compensation
and Reimbursement.

    


         The
Company and each Subsidiary Guarantor jointly and severally agree

    


         (1)
to pay to the Trustee from time to time reasonable compensation 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);

    


         (2)
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

    


         (3)
to indemnify the Trustee for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder.

    


    SECTION
608. Conflicting
Interests.

    


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

    


         To
the extent permitted by such Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with
respect to Securities of more than one series.

    


    SECTION
609. Corporate
Trustee Required; Eligibility.

    


         There
shall at all times be one (and only one) Trustee hereunder with respect to the
Securities of each series, which may be Trustee hereunder for Securities of one
or more other series. Each Trustee shall be a Person that is eligible pursuant
to the Trust Indenture Act to act as such, and has a combined capital and
surplus of at least $50,000,000. If any such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section and to
the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person 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 with respect to the Securities of any series 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
610. Resignation
and Removal; Appointment of Successor.

    


         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 in accordance with the applicable
requirements of Section 611.

    


         The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company. If the instrument of
acceptance by a successor Trustee required by Section 611 shall not have
been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

    


         The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and to the
Company.

    


    
      
        
           


        

        
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         If
at any time:

    


         (1)
the Trustee shall fail to comply with Section 608 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a
Security for at least six months, or

    


         (2)
the Trustee shall cease to be eligible under Section 609 and shall fail to
resign after written request therefor by the Company or by any such Holder,
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 such case, (A) the Company by a Board Resolution
may remove the Trustee with respect to all Securities, or (B) subject to
Section 514, any Holder who has been a bona fide Holder of a Security for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities and the appointment of a successor Trustee or
Trustees.

    


         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, with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 611, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series 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 with respect to the Securities of such
series.

    


         The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in Section 106. Each
notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust
Office.

    


    SECTION
611. Acceptance
of Appointment by Successor.

    


         In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company, the Subsidiary Guarantors 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; but, on the
request of the Company or the successor Trustee, such retiring Trustee shall,
upon payment of its charges, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring Trustee
and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder.

    


         In
case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the Subsidiary
Guarantors, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

    


    
      
        
           


        

        
          31

          
            

          

        

        
           


        

      

    

    


         Upon
request of any such successor Trustee, the Company and the Subsidiary Guarantors
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may
be.

    


         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
612. Merger,
Conversion, Consolidation or Succession to Business.

    


         Any
Person into which the Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
all or substantially all the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided such Person 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. As soon
as practicable, the successor Trustee shall mail a notice of its succession to
the Company and the Holders of the Securities then Outstanding. In case any
Securities 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 Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

    


    SECTION
613. Preferential
Collection of Claims Against Company and Subsidiary
Guarantors.

    


         If
and when the Trustee shall be or become a creditor of the Company, any
Subsidiary Guarantor or any other obligor upon the Securities, the Trustee shall
be subject to the provisions of the Trust Indenture Act regarding the collection
of claims against the Company, such Subsidiary Guarantor or any such other
obligor.

    


    SECTION
614. Appointment
of Authenticating Agent.

    


         The
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon original issue and
upon exchange, registration of transfer, conversion or partial redemption
thereof or pursuant to Section 306, and Securities so authenticated shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee’s certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a Person organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
not less than $50,000,000 and subject to supervision or examination by Federal
or State authority. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this
Section.

    


    
      
        
           


        

        
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         Any
Person into which an Authenticating Agent may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any Person succeeding to the corporate agency or corporate trust business of
an Authenticating Agent, shall continue to be an Authenticating Agent, provided
such Person shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

    


         An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Company. The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

    


         The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be
entitled to be reimbursed for such payments, subject to the provisions of
Section 607.

    


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

    


         This
is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

    


    
      	 
      	 
      	
              [TRUSTEE’S
      NAME],

               As
      Trustee

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              By: 
      

            	 
      	 
      	 
      
	 
      	 
      	 
      	
                As Authenticating
      Agent

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Authorized
      Officer

            	 
      	 
      


    

    


    ARTICLE
SEVEN

     HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY

    


    SECTION
701. Company
to Furnish Trustee Names and Addresses of Holders.

    


         The
Company will furnish or cause to be furnished to the Trustee with respect to the
Securities of each series:

    


         (1)
not more than 10 days after each record date with respect to the payment of
interest, if any, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders of Securities of such series as of such
record date, and

    


         (2)
at such other times as the Trustee may request in writing, within 30 days
after the receipt by the Company of any such request, a list of similar form and
content as of a date not more than 15 days prior to the time such list is
furnished; excluding from any such list names and addresses received by the
Trustee in its capacity as Security Registrar.

    


    SECTION
702. Preservation
of Information; Communications to Holders.

    


         The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 701 and the names and addresses of
Holders received by the Trustee in its capacity as Security Registrar. The
Trustee may destroy any list furnished to it as provided in Section 701
upon receipt of a new list so furnished.

    


    
      
        
           


        

        
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         The
rights of Holders to communicate with other Holders with respect to their rights
under this Indenture or under the Securities, and the corresponding rights and
privileges of the Trustee, shall be as provided by the Trust Indenture
Act.

    


         Every
Holder of Securities, by receiving and holding the same, agrees with the Company
and the Trustee that neither the Company, the Subsidiary Guarantors nor the
Trustee nor any agent of any of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

    


    SECTION
703. Reports
by Trustee.

    


         The
Trustee shall transmit to Holders such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto.

    


         A
copy of each such report shall, at the time of such transmission to Holders, be
filed by the Trustee with each stock exchange upon which any Securities are
listed, with the Commission and with the Company and with the Subsidiary
Guarantors. The Company will notify the Trustee when any Securities are listed
on any stock exchange.

    


    SECTION
704. Reports
by Company and Subsidiary Guarantors.

    


         The
Company and each of the Subsidiary Guarantors shall file with the Trustee and
the Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant to such Act;
provided that any such information, documents or reports required to be filed
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be filed with the Trustee within 15 days after the same is filed with
the Commission.

    


    ARTICLE
EIGHT

     CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE

    


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

    


         The
Company shall not, in a single transaction or a series of related transactions,
consolidate with or merge into any other Person or permit any other Person to
consolidate with or merge into the Company or, directly or indirectly, transfer,
convey, sell, lease or otherwise dispose of all or substantially all of its
assets, unless:

    


         (1)
in a transaction in which the Company does not survive or in which the Company
transfers, conveys, sells, leases or otherwise disposes of all or substantially
all of its assets, the successor entity (for purposes of this
Article Eight, a “
Successor Company ”) shall be a corporation, partnership, trust or other
entity organized and validly existing under the laws of the United States of
America, any State thereof or the District of Columbia, and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of
the principal of and any premium and interest on all the Securities and the
performance or observance of every covenant of this Indenture on the part of the
Company to be performed or observed;

    


         (2)
immediately before and after giving pro forma effect to such transaction and
treating any indebtedness which becomes an obligation of the Company or any
Subsidiary as a result of such transaction as having been incurred by the
Company or such Subsidiary at the time of such transaction, no Event of Default,
and no event which, after notice or lapse of time or both, would become an Event
of Default, shall have happened and be continuing;

    


         (3)
if, as a result of any such consolidation or merger or such transfer,
conveyance, sale, lease or other disposition, properties or assets of the
Company would become subject to a mortgage, pledge, lien, security interest or
other encumbrance which would not be permitted by this Indenture, the Company or
the Successor Company, as the case may be, shall take such steps as shall be
necessary effectively to secure the Securities equally and ratably with (or
prior to) all indebtedness secured thereby;

    


         (4)
any other conditions provided pursuant to Section 301 with respect to the
Securities of a series are satisfied; and

    


    
      
        
           


        

        
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         (5)
the Company has delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that such consolidation, merger, transfer, conveyance,
sale, lease or other disposition and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture comply with this
Article and that all conditions precedent herein provided for relating to such
transaction have been complied with.

    


    SECTION
802. Subsidiary
Guarantors May Consolidate, Etc., Only on Certain Terms.

    


         Except
in a transaction resulting in the release of a Subsidiary Guarantor in
accordance with the terms of this Indenture, each Subsidiary Guarantor shall
not, and the Company shall not permit any Subsidiary Guarantor to, in a single
or a series of related transactions, consolidate or merge with or into any
Person (other than the Company or another Subsidiary Guarantor) or permit any
Person (other than another Subsidiary Guarantor) to consolidate or merge with or
into such Subsidiary Guarantor or, directly or indirectly, transfer, convey,
sell, lease or otherwise dispose of all or substantially all of its assets
unless, in each case:

    


         (1)
in a transaction in which such Subsidiary Guarantor does not survive or in which
all or substantially all of the assets of such Subsidiary Guarantor are
transferred, conveyed, sold, leased or otherwise disposed of, the successor
entity (the “ Successor
Subsidiary Guarantor ”) shall be a corporation, partnership, trust or
other entity organized and validly existing under the laws of the United States
of America, any State thereof or the District of Columbia, and shall expressly
assume by an indenture supplemental hereto executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of
all obligations of such Subsidiary Guarantor under its Subsidiary Guarantee and
this Indenture and the performance of every covenant of this Indenture on the
part of such Subsidiary Guarantor to be performed or observed; and

    


         (2)
the Company has delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that such consolidation, merger, transfer, conveyance,
sale, lease or other disposition and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture, comply with this
Article and that all conditions precedent herein provided for relating to such
transaction have been complied with.

    


    SECTION
803. Successor
Substituted.

    


         (a) Upon
any consolidation of the Company with, or merger of the Company into, any other
Person or any transfer, conveyance, sale, lease or other disposition of all or
substantially all of the assets of the Company in accordance with
Section 801, the Successor Company 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, and thereafter, except in the case of a lease, the predecessor Person
shall be relieved of all obligations and covenants under this Indenture and the
Securities.

    


         (b) Upon
any consolidation of a Subsidiary Guarantor with, or merger of such Subsidiary
Guarantor into, any other Person or any transfer, conveyance, sale, lease or
other disposition of all or substantially all of the assets of such Subsidiary
Guarantor in accordance with Section 802, the Successor Subsidiary
Guarantor shall succeed to, and be substituted for, and may exercise every right
and power of, such Subsidiary Guarantor under this Indenture with the same
effect as if such successor Person had been named as a Subsidiary Guarantor
herein, and thereafter, except in the case of a lease, the predecessor Person
shall be relieved of all obligations and covenants under this Indenture and its
Subsidiary Guarantee.

    


    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,
the Subsidiary Guarantors, when authorized by their respective Board
Resolutions, 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:

    


         (1)
to evidence the succession of another Person to the Company or any Subsidiary
Guarantor and the assumption by any such successor of the covenants of the
Company or any Subsidiary Guarantor herein and in the Securities or Subsidiary
Guarantees, as the case may be; or

    


    
      
        
           


        

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

    


         (3)
to add any additional Events of Default for the benefit of the Holders of all or
any series of Securities (and if such additional Events of Default are to be for
the benefit of less than all series of Securities, stating that such additional
Events of Default are expressly being included solely for the benefit of such
series); or

    


         (4)
to add to or change any of the provisions of this Indenture to such extent as
shall be necessary to permit or facilitate the issuance of Securities in bearer
form, registrable or not registrable as to principal, and with or without
interest coupons, or to permit or facilitate the issuance of Securities in
uncertificated form; or

    


         (5)
to add to, change or eliminate any of the provisions of this Indenture in
respect of one or more series of Securities, provided that any such addition,
change or elimination (A) shall neither (i) apply to any Security of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights of the
Holder of any such Security with respect to such provision or (B) shall
become effective only when there is no such Security Outstanding;
or

    


         (6)
to secure the Securities; or

    


         (7)
to establish the form or terms of Securities of any series as permitted by
Sections 201 and 301; or

    


         (8)
to evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 611;
or

    


         (9)
to cure any ambiguity, to correct or supplement any provision herein which may
be defective or inconsistent with any other provision herein; or

    


         (10)
to make any other provisions with respect to matters or questions arising under
this Indenture, provided that such action pursuant to this clause
(10) shall not adversely affect the interests of the Holders of Securities
of any series in any material respect; or

    


         (11)
to add new Subsidiary Guarantors; or

    


         (12)
to make any change to the provisions of Article Twelve or Fourteen that
limits or terminates the benefits applicable to any holder of Senior
Debt.

    


    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 Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company, the Subsidiary
Guarantors and the Trustee, the Company, when authorized by a Board Resolution,
the Subsidiary Guarantors, when authorized by their respective Board Resolutions
and the Trustee may enter into an indenture or 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 of modifying in any
manner the rights of the Holders of Securities of such series under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected
thereby:

    


         (1)
change the Stated Maturity of the principal of, or any installment of principal
of or interest on, any Security, or reduce the principal amount thereof or the
rate of interest thereon or any premium payable upon the redemption thereof, or
reduce the amount of the principal of an Original Issue Discount Security or any
other Security which would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 502, or change any Place of Payment
where, or the coin or currency in which, any Security or any premium or interest
thereon is payable, or impair the right to institute suit for the enforcement of
(a) any such payment on or after the Stated Maturity thereof (or, in the
case of redemption, on or after the Redemption Date or in the case of an offer
to purchase Securities which has been made pursuant to a covenant contained in
this Indenture, on or after the applicable purchase date), or (b) any
conversion right with respect to any Security, or modify the provisions of this
Indenture with respect to the conversion or subordination of the Securities or
the Subsidiary Guarantees, in a manner adverse to the Holders, or release any
Subsidiary Guarantee other than as provided in this Indenture; or

    


    
      
        
           


        

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

    


         (3)
modify any of the provisions of this Section, Section 513 or
Section 1009, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to “the Trustee” and
concomitant changes in this Section and Section 1009, or the deletion of
this proviso, in accordance with the requirements of Sections 611 and
901(8); or

    


         (4)
following the making of an offer to purchase Securities from any Holder which
has been made pursuant to a covenant contained in this Indenture, modify the
provisions of this Indenture with respect to such offer to purchase in a manner
adverse to such Holder.

    


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

    


         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.

    


         After
a supplemental indenture under this Section 902 requiring the consent of
the Holders of any series of Debt Securities is approved, the Company shall mail
to Holders of that series of Debt Securities a notice briefly describing any
amendment or supplement hereto effected by such supplemental indenture. The
failure to give such notice to any such Holders, or any defect therein, shall
not impair or affect the validity of any amendment or supplement hereto effected
by such supplemental indenture with respect to other Holders.

    


    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 Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or
otherwise.

    


    SECTION
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 Securities
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.

    


    SECTION
906. Reference
in Securities to Supplemental Indentures.

    


         Securities
of any series 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 Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company, if applicable the Subsidiary Guarantees may be endorsed
thereon and such new Securities may be authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

    


    
      
        
           


        

        
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    ARTICLE
TEN

     COVENANTS

    


    SECTION
1001. Payment
of Principal, Premium and Interest.

    


         The
Company covenants and agrees for the benefit of each series of Securities that
it will duly and punctually pay the principal of and any premium and interest on
the Securities of that series in accordance with the terms of the Securities and
this Indenture. Principal, premium, if any, and interest shall be considered
paid on the date due if the Paying Agent, if other than the Company or a
Subsidiary thereof, holds as of 11:00 A.M., New York City time, on the due
date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest then due, and such Paying Agent is not prohibited from paying such
money to the Holders entitled thereto on such date pursuant to the terms of
Article Twelve or Fourteen of this Indenture.

    


    SECTION
1002. Maintenance
of Office or Agency.

    


         The
Company will maintain in each Place of Payment for any series of Securities an
office or agency where Securities of that series may be presented or surrendered
for payment or, if applicable, for conversion, where Securities of that series
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company or any Subsidiary Guarantor in respect of the
Securities of that series or any Subsidiary Guarantee and this Indenture may be
served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company and each Subsidiary Guarantor hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

    


         The
Company may also from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

    


    SECTION
1003. Money for
Securities Payments to Be Held in Trust.

    


         If
the Company or any Subsidiary Guarantor shall at any time act as its own Paying
Agent with respect to any series of Securities, it will, on or before each due
date of the principal of or any premium or interest on any of the Securities of
that series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium and 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 any series of Securities,
it will, prior to 11:00 A.M., New York City time, on each due date of the
principal of or any premium or interest on any Securities of that series,
deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided by the Trust Indenture Act, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

    


         The
Company will cause each Paying Agent for any series of Securities other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section,
that such Paying Agent will (1) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company, the Subsidiary Guarantors, if
applicable, or any other obligor upon the Securities of that series in the
making of any payment in respect of the Securities of that series, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent for payment in respect of the Securities of that
series.

    


    
      
        
           


        

        
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         The
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such
money.

    


         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 any premium or interest
on any Security of any series and remaining unclaimed for two years after such
principal, premium 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 Security 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; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of New
York, New York, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

    


    SECTION
1004. Statement
by Officers as to Default.

    


         (a) The
Company and the Subsidiary Guarantors will deliver to the Trustee, within
90 days after the end of each fiscal year of the Company ending after the
date hereof, an Officers’ Certificate, stating whether or not to the best
knowledge of the signers thereof (i) the Company or any Subsidiary
Guarantor, as the case may be, is in default in the performance and observance
of any of the terms, provisions and conditions of this Indenture (without regard
to any period of grace or requirement of notice provided hereunder) and, if the
Company or any Subsidiary Guarantor shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge and
(ii) any event has occurred and remains in existence prohibiting any
payments on any series of Securities then Outstanding and, if any such event
exists, a description of such event and what action the Company is taking or
proposes to take with respect thereto.

    


         (b) The
Company and each Subsidiary Guarantor shall deliver to the Trustee, as soon as
possible and in any event within five days after the Company or such Subsidiary
Guarantor becomes aware or should reasonably become aware of the occurrence of
an Event of Default or an event which, with notice or the lapse of time or both,
would constitute an Event of Default, an Officers’ Certificate setting forth the
details of such Event of Default or default, and the action which the Company or
such Subsidiary Guarantor proposes to take with respect thereto.

    


    SECTION
1005. Existence.

    


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

    


    SECTION
1006. Maintenance
of Properties.

    


         The
Company will cause all properties used or useful in the conduct of its business
or the business of any Subsidiary to be maintained and kept in good condition,
repair and working order (reasonable wear and tear excepted) and supplied with
all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders.

    


    
      
        
           


        

        
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    SECTION
1007. 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, (1) all taxes, assessments and governmental
charges levied or imposed upon the Company or any Subsidiary or upon the income,
profits or property of the Company or any Subsidiary, and (2) 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 Subsidiary; 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.

    


    SECTION
1008. Maintenance
of Insurance.

    


         The
Company shall, and shall cause its Subsidiaries to, keep at all times all of
their properties which are of an insurable nature insured against loss or damage
with insurers believed by the Company to be responsible to the extent that
property of similar character is usually so insured by corporations similarly
situated and owning like properties in accordance with good business
practice.

    


    SECTION
1009. Waiver of
Certain Covenants.

    


         Except
as otherwise specified as contemplated by Section 301 for Securities of
such series, the Company may, with respect to the Securities of any series, omit
in any particular instance to comply with any term, provision or condition set
forth in any of Sections 1005 through 1008 or in any covenant provided
pursuant to Section 301(22), 901(2) or 901(7) for the benefit of the
Holders of such series if before the time for such compliance the Holders of at
least a majority in principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision 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 term, provision or condition shall remain in full force and
effect.

    


    ARTICLE
ELEVEN

     REDEMPTION
OF SECURITIES

    


    SECTION
1101. Applicability
of Article.

    


         Securities
of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 301 for such Securities) in accordance with this
Article.

    


    SECTION
1102. Election
to Redeem; Notice to Trustee.

    


         The
election of the Company to redeem any Securities shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301
for such Securities. In case of any redemption at the election of the Company of
less than all the Securities of any series (including any such redemption
affecting only a single Security), the Company shall, at least five Business
Days prior to giving notice of such redemption (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers’ Certificate evidencing
compliance with such restriction.

    


    SECTION
1103. Selection
by Trustee of Securities to Be Redeemed.

    


         If
less than all the Securities of any series are to be redeemed (unless all the
Securities of such series and of a specified tenor are to be redeemed or unless
such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, (i) in compliance with
the requirements of the principal national securities exchange on which such
Securities are listed, if such Securities are listed on any national securities
exchange, and (ii) if such Securities are not so listed, on a pro rata
basis, by lot or by such other method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of a portion
of the principal amount of any Security of such series, provided that the
unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series
and of a specified tenor are to be redeemed (unless such redemption affects only
a single Security), the particular Securities to be redeemed shall be selected
by the Trustee, from the Outstanding Securities of such series and specified
tenor not previously called for redemption in accordance with the preceding
sentence.

    


    
      
        
           


        

        
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         The
Trustee shall promptly notify the Company in writing of the Securities selected
for redemption as aforesaid and, in case of any Securities selected for partial
redemption as aforesaid, the principal amount thereof to be
redeemed.

    


         The
provisions of the two preceding paragraphs shall not apply with respect to any
redemption affecting only a single Security, whether such Security is to be
redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

    


         For
all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Securities redeemed or to be redeemed only in part, to the portion of the
principal amount of such Securities which has been or is to be redeemed. If any
Security selected for partial redemption is surrendered for conversion after
such selection, the converted portion of such Security shall be deemed (so far
as may be) to be the portion selected for redemption. Upon any redemption of
less than all the Securities of a series, for purposes of selection for
redemption the Company and the Trustee may treat as Outstanding Securities
surrendered for conversion during the period of 15 days next preceding the
mailing of a notice of redemption, and need not treat as Outstanding any
Security authenticated and delivered during such period in exchange for the
unconverted portion of any Security converted in part during such
period.

    


    SECTION
1104. 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 Securities to be redeemed, at his address appearing in the Security
Register; provided, however, notice of redemption may be given more than
60 days prior to the Redemption Date if the notice is issued in connection
with a satisfaction and discharge pursuant to Article Four. All notices of
redemption shall state:

    


         (1)
the Redemption Date,

    


         (2)
the Redemption Price, if then determinable and otherwise the method of its
determination,

    


         (3)
if less than all the Outstanding Securities of any series consisting of more
than a single Security are to be redeemed, the identification (and, in the case
of partial redemption of any such Securities, the principal amounts) of the
particular Securities to be redeemed and, if less than all the Outstanding
Securities of any series consisting of a single Security are to be redeemed, the
principal amount of the particular Security to be redeemed,

    


         (4)
that on the Redemption Date the Redemption Price will become due and payable
upon each such Security to be redeemed and, if applicable, that interest thereon
will cease to accrue on and after said date,

    


         (5)
the place or places where each such Security is to be surrendered for payment of
the Redemption Price,

    


         (6)
that the redemption is for a sinking fund, if such is the case, and

    


         (7)
if applicable, the conversion price then in effect and the date on which the
right to convert such Securities will expire.

    


         Notice
of redemption of Securities to be redeemed at the election of the Company shall
be given by the Company or, at the Company’s request, by the Trustee in the name
and at the expense of the Company and shall be irrevocable. If any Security
called for redemption is converted pursuant hereto, any money deposited with the
Trustee or any Paying Agent or so segregated and held in trust for the
redemption of such Security shall be paid to the Company upon delivery of a
Company Request to the Trustee or such Paying Agent, or, if then held by the
Company, shall be discharged from such trust.

    


    
      
        
           


        

        
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    SECTION
1105. Deposit
of Redemption Price.

    


         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 sufficient to pay the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that
date.

    


    SECTION
1106. Securities
Payable on Redemption Date.

    


         Notice
of redemption having been given as aforesaid, the Securities 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
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity
is on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

    


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

    


    SECTION
1107. Securities
Redeemed in Part.

    


         Any
Security which is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (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 his attorney
duly authorized in writing), and the Company shall execute, if applicable to
Subsidiary Guarantors shall execute the Subsidiary Guarantee endorsed thereon,
and the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities of the same series and of
like tenor, 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 Security so surrendered.

    


    ARTICLE
TWELVE

     SUBORDINATION
OF SECURITIES

    


    SECTION
1201. Applicability
of Article.

    


         Unless
otherwise provided with respect to the Securities of any series in or pursuant
to the Board Resolution or supplemental indenture establishing such series of
Securities pursuant to Section 301, the provisions of this Article shall be
applicable to each series of Securities.

    


    SECTION
1202. Securities
Subordinate to Senior Debt.

    


         The
Company covenants and agrees, and each Holder of a Security, by his acceptance
thereof, likewise covenants and agrees, that, to the extent and in the manner
hereinafter set forth in this Article (subject to the provisions of
Article Four and Article Fifteen), the payment of the principal of
(and premium, if any) and interest on each and all of the Securities of such
series is hereby expressly made subordinate and subject in right of payment to
the prior payment in full of all Senior Debt of the Company.

    


         No
provisions of this Article Twelve shall prevent the occurrence of any Event
of Default.

    


    SECTION
1203. Payment
Over of Proceeds Upon Dissolution, Etc.

    


         In
the event of (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relative to the Company or to its creditors, as such, or
to its assets, or (b) any liquidation, dissolution or other winding up of
the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of
creditors or any other marshalling of assets and liabilities of the Company,
then and in any such event specified in (a), (b) or (c) above (each
such event, if any, herein sometimes referred to as a “ Proceeding ”) the holders of
Senior Debt of the Company shall be entitled to receive payment in full of all
amounts due or to become due on or in respect of all Senior Debt of the Company,
or provision shall be made for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Debt of the Company,
before the Holders of the Securities are entitled to receive any payment or
distribution of any kind or character, whether in cash, property or securities
(including any payment or distribution which may be payable or deliverable by
reason of the payment of any other indebtedness of the Company subordinated to
the payment of the Securities, such payment or distribution being hereinafter
referred to as a “ Junior
Subordinated Payment ”), on account of principal of (or premium, if any)
or interest on the Securities or on account of any purchase or other acquisition
of Securities by the Company or any Subsidiary of the Company (all such
payments, distributions, purchases and acquisitions, other than the payment or
distribution of stock or securities of the Company referred to in the second
succeeding paragraph, herein referred to, individually and collectively, as a
“ Securities Payment ”),
and to that end the holders of Senior Debt of the Company shall be entitled to
receive, for application to the payment thereof, any Securities Payment which
may be payable or deliverable in respect of the Securities in any such
Proceeding.

    


    
      
        
           


        

        
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         In
the event that, notwithstanding the foregoing provisions of this Section, the
Trustee or the Holder of any Security shall have received any Securities Payment
before all Senior Debt of the Company is paid in full or payment thereof
provided for in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Debt of the Company, and if such fact shall, at or
prior to the time of such Securities Payment, have been made known to the
Trustee or, as the case may be, such Holder, then and in such event such
Securities Payment shall be paid over or delivered forthwith to the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
Person making payment or distribution of assets of the Company for application
to the payment of all Senior Debt of the Company remaining unpaid, to the extent
necessary to pay all Senior Debt of the Company in full, after giving effect to
any concurrent payment or distribution to or for the holders of Senior Debt of
the Company.

    


         For
purposes of this Article only, the words “any payment or distribution of any
kind or character, whether in cash, property or securities” shall not be deemed
to include a payment or distribution of stock or securities of the Company
provided for by a plan of reorganization or readjustment authorized by an order
or decree of a court of competent jurisdiction in a reorganization proceeding
under any applicable bankruptcy law or of any other corporation provided for by
such plan of reorganization or readjustment which stock or securities are
subordinated in right of payment to all then outstanding Senior Debt of the
Company to substantially the same extent as the Securities are so subordinated
as provided in this Article. The consolidation of the Company with, or the
merger of the Company into, another Person or the liquidation or dissolution of
the Company following the conveyance or other disposition of all or
substantially all of its assets to another Person upon the terms and conditions
set forth in Article Eight shall not be deemed a Proceeding for the
purposes of this Section if the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance or other
disposition such assets, as the case may be, shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions set
forth in Article Eight.

    


    SECTION
1204. No
Payment When Senior Debt of the Company in Default.

    


         In
the event that any Senior Payment Default (as defined below) shall have occurred
and be continuing, then no Securities Payment shall be made unless and until
such Senior Payment Default shall have been cured or waived or shall have ceased
to exist or all amounts then due and payable in respect of Senior Debt of the
Company shall have been paid in full, or provision shall have been made for such
payment in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of Senior Debt of the Company; provided, however, that nothing in this
Section shall prevent the satisfaction of any sinking fund payment in accordance
with Article Sixteen by delivering and crediting pursuant to
Section 1602 Securities which have been acquired (upon redemption or
otherwise) prior to such Senior Payment Default.

    


         “Senior Payment Default” means
any default in the payment of principal of (or premium, if any) or interest on
any Senior Debt of the Company when due, whether at the Stated Maturity of any
such payment or by declaration of acceleration, call for redemption or
otherwise.

    


    
      
        
           


        

        
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         In
the event that any Senior Nonmonetary Default (as defined below) shall have
occurred and be continuing, then, upon the receipt by the Company, the
Subsidiary Guarantors and the Trustee of written notice of such Senior
Nonmonetary Default from the agent for the Designated Senior Debt which is the
subject of such Senior Nonmonetary Default, no Securities Payment shall be made
during the period (the “
Payment Blockage Period ”) commencing on the date of such receipt of such
written notice and ending on the earlier of (i) the date on which such
Senior Nonmonetary Default shall have been cured or waived or shall have ceased
to exist or all Designated Senior Debt the subject of such Senior Nonmonetary
Default shall have been discharged; (ii) the 179th day after the date of
such receipt of such written notice; or (iii) the date on which the Payment
Blockage Period shall have been terminated by written notice to the Company, any
Subsidiary Guarantor or the Trustee from the agent for the Designated Senior
Debt initiating the Payment Blockage Period; provided, however, that nothing in
this Section shall prevent the satisfaction of any sinking fund payment in
accordance with Article Sixteen by delivering and crediting pursuant to
Section 1602 Securities which have been acquired (upon redemption or
otherwise) prior to the date of such receipt of such written notice. No more
than one Payment Blockage Period may be commenced with respect to the Securities
of a particular series during any 360-day period and there shall be a period of
at least 181 consecutive days in each 360-day period when no Payment Blockage
Period is in effect. For all purposes of this paragraph, no Senior Nonmonetary
Default that existed or was continuing on the date of commencement of any
Payment Blockage Period shall be, or be made, the basis for the commencement of
a subsequent Payment Blockage Period, whether or not within a period of 360
consecutive days, unless such Senior Nonmonetary Default shall have been cured
for a period of not less than 90 consecutive days.

    


         “Senior Nonmonetary Default”
means the occurrence or existence and continuance of any event of default with
respect to any Designated Senior Debt, other than a Senior Payment Default,
permitting the holders of such Designated Senior Debt (or a trustee or agent on
behalf of the holders thereof) to declare such Designated Senior Debt due and
payable prior to the date on which it would otherwise become due and
payable.

    


         In
the event that, notwithstanding the foregoing, the Company shall make any
Securities Payment to the Trustee or any Holder prohibited by the foregoing
provisions of this Section, and if such fact shall, at or prior to the time of
such Securities Payment, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such Securities Payment shall be paid
over and delivered forthwith to the Company.

    


         The
provisions of this Section shall not apply to any Securities Payment with
respect to which Section 1203 would be applicable.

    


    SECTION
1205. Payment
Permitted If No Default.

    


         Nothing
contained in this Article or elsewhere in this Indenture or in any of the
Securities shall prevent (a) the Company, at any time except during the
pendency of any Proceeding referred to in Section 1203 or under the
conditions described in Section 1204, from making Securities Payments, or
(b) the application by the Trustee of any money deposited with it hereunder
to Securities Payments or the retention of such Securities Payment by the
Holders, if, at the time of such application by the Trustee, it did not have
knowledge that such Securities Payment would have been prohibited by the
provisions of this Article.

    


    SECTION
1206. Subrogation
to Rights of Holders of Senior Debt of the Company.

    


         Subject
to the payment in full of all amounts due or to become due on or in respect of
Senior Debt of the Company, or the provision for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior Debt
of the Company, the Holders of the Securities shall be subrogated to the rights
of the holders of such Senior Debt of the Company to receive payments and
distributions of cash, property and securities applicable to the Senior Debt of
the Company until the principal of (and premium, if any) and interest on the
Securities shall be paid in full. For purposes of such subrogation, no payments
or distributions to the holders of the Senior Debt of the Company of any cash,
property or securities to which the Holders of the Securities or the Trustee
would be entitled except for the provisions of this Article, and no payments
over pursuant to the provisions of this Article to the holders of Senior Debt of
the Company by Holders of the Securities or the Trustee, shall, as among the
Company, its creditors other than holders of Senior Debt of the Company and the
Holders of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Debt of the Company.

    


    
      
        
           


        

        
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    SECTION
1207. Provisions
Solely to Define Relative Rights.

    


         The
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the Holders on the one hand and the holders of
Senior Debt of the Company on the other hand. Nothing contained in this Article
or elsewhere in this Indenture or in the Securities is intended to or shall
(a) impair, as among the Company, its creditors other than holders of
Senior Debt of the Company and the Holders of the Securities, the obligation of
the Company, which is absolute and unconditional (and which, subject to the
rights under this Article of the holders of Senior Debt of the Company, is
intended to rank equally with all other general obligations of the Company), to
pay to the Holders of the Securities the principal of (and premium, if any) and
interest on the Securities as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the
Company of the Holders of the Securities and creditors of the Company other than
the holders of Senior Debt of the Company; or (c) prevent the Trustee or
the Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article of the holders of Senior Debt of the Company to receive cash,
property and securities otherwise payable or deliverable to the Trustee or such
Holder.

    


    SECTION
1208. Trustee
to Effectuate Subordination.

    


         Each
Holder of a Security by his acceptance thereof authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article and appoints the Trustee
his attorney-in-fact for any and all such purposes.

    


    SECTION
1209. No Waiver
of Subordination Provisions.

    


         No
right of any present or future holder of any Senior Debt of the Company to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

    


         Without
in any way limiting the generality of the foregoing paragraph, the holders of
Senior Debt of the Company may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Securities, without
incurring responsibility to the Holders of the Securities and without impairing
or releasing the subordination provided in this Article or the obligations
hereunder of the Holders of the Securities to the holders of Senior Debt of the
Company, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Debt of the Company, or otherwise amend or supplement in any manner Senior Debt
of the Company or any instrument evidencing the same or any agreement under
which Senior Debt of the Company is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Debt of the Company; (iii) release any Person liable in any
manner for the collection of Senior Debt of the Company; and (iv) exercise
or refrain from exercising any rights against the Company and any other
Person.

    


    SECTION
1210. Notice to
Trustee.

    


         The
Company shall give prompt written notice to the Trustee of any fact known to the
Company which would prohibit the making of any payment to or by the Trustee in
respect of the Securities. Notwithstanding the provisions of this Article or any
other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee in respect of the Securities, unless and until the
Trustee shall have received written notice thereof from the Company or a holder
of Senior Debt of the Company or from any trustee therefor; and, prior to the
receipt of any such written notice, the Trustee, subject to the provisions of
Section 601, shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have received the notice
provided for in this Section at least three Business Days prior to the date upon
which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of (and premium, if
any) or interest on any Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be
received by it within three Business Days prior to such date.

    


    
      
        
           


        

        
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         Subject
to the provisions of Section 601, the Trustee shall be entitled to rely on
the delivery to it of a written notice by a Person representing himself to be a
holder of Senior Debt of the Company (or a trustee therefor) to establish that
such notice has been given by a holder of Senior Debt of the Company (or a
trustee therefor). In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of Senior Debt of the Company to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Debt of the Company held by such Person, the extent to which such Person
is entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if such evidence
is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such
payment.

    


    SECTION
1211. Reliance
on Judicial Order or Certificate of Liquidating Agent.

    


         Upon
any payment or distribution of assets of the Company referred to in this
Article, the Trustee, subject to the provisions of Section 601, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior Debt of
the Company and other indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article.

    


    SECTION
1212. Trustee
Not Fiduciary for Holders of Senior Debt of the Company.

    


         The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Debt of the Company and shall not be liable to any such holders if it shall in
good faith mistakenly pay over or distribute to Holders of Securities or to the
Company, a Subsidiary Guarantor or to any other Person cash, property or
securities to which any holders of Senior Debt of the Company shall be entitled
by virtue of this Article or otherwise.

    


    SECTION
1213. Rights of
Trustee as Holder of Senior Debt of the Company; Preservation of Trustee’s
Rights.

    


         The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article with respect to any Senior Debt of the Company which may at any
time be held by it, to the same extent as any other holder of Senior Debt of the
Company, and nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.

    


         Nothing
in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 607.

    


    SECTION
1214. Article Applicable
to Paying Agents.

    


         In
case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term “Trustee” as
used in this Article shall in such case (unless the context otherwise requires)
be construed as extending to and including such Paying Agent within its meaning
as fully for all intents and purposes as if such Paying Agent were named in this
Article in addition to or in place of the Trustee; provided, however, that
Section 1213 shall not apply to the Company, any Subsidiary Guarantor or
any Affiliate of the Company if it or such Subsidiary Guarantor or Affiliate
acts as Paying Agent.

    


    SECTION
1215. Defeasance
of this Article Twelve.

    


         The
subordination of the Securities of a series provided by this Article Twelve
is expressly made subject to the provisions for Defeasance or Covenant
Defeasance in Article Fifteen hereof and, anything herein to the contrary
notwithstanding, upon the effectiveness of any such Defeasance or Covenant
Defeasance, the Securities of such series then outstanding shall thereupon cease
to be subordinated pursuant to this Article Twelve.

    


    
      
        
           


        

        
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    ARTICLE
THIRTEEN

     SUBSIDIARY
GUARANTEES

    


    SECTION
1301. Applicability
of Article.

    


         Unless
the Company elects to issue any series of Securities without the benefit of the
Subsidiary Guarantees, which election shall be evidenced in or pursuant to the
Board Resolution or supplemental indenture establishing such series of
Securities pursuant to Section 301, the provisions of this Article shall be
applicable to each series of Securities except as otherwise specified in or
pursuant to the Board Resolution or supplemental indenture establishing such
series pursuant to Section 301.

    


    SECTION
1302. Subsidiary
Guarantees.

    


         Subject
to Section 1301, each Subsidiary Guarantor hereby, jointly and severally,
fully and unconditionally guarantees to each Holder of a Security authenticated
and delivered by the Trustee, the due and punctual payment of the principal of
(and premium, if any) and interest on such Security when and as the same shall
become due and payable, whether at the Stated Maturity, by acceleration, call
for redemption, offer to purchase or otherwise, in accordance with the terms of
such Security and of this Indenture, and each Subsidiary Guarantor similarly
guarantees to the Trustee the payment of all amounts owing to the Trustee in
accordance with the terms of this Indenture. In case of the failure of the
Company punctually to make any such payment, each Subsidiary Guarantor hereby,
jointly and severally, agrees to cause such payment to be made punctually when
and as the same shall become due and payable, whether at the Stated Maturity or
by acceleration, call for redemption, offer to purchase or otherwise, and as if
such payment were made by the Company.

    


         Each
of the Subsidiary Guarantors hereby jointly and severally agrees that its
obligations hereunder shall be absolute, unconditional, irrespective of, and
shall be unaffected by, the validity, regularity or enforceability of such
Security or this Indenture, the absence of any action to enforce the same or any
release, amendment, waiver or indulgence granted to the Company or any other
guarantor or any consent to departure from any requirement of any other
guarantee of all or any of the Securities of such series or any other
circumstances which might otherwise constitute a legal or equitable discharge or
defense of a surety or guarantor; provided, however, that, notwithstanding the
foregoing, no such release, amendment, waiver or indulgence shall, without the
consent of such Subsidiary Guarantor, increase the principal amount of such
Security, or increase the interest rate thereon, or alter the Stated Maturity
thereof. Each of the Subsidiary Guarantors hereby waives the benefits of
diligence, presentment, demand for payment, any requirement that the Trustee or
any of the Holders protect, secure, perfect or insure any security interest in
or other lien on any property subject thereto or exhaust any right or take any
action against the Company or any other Person or any collateral, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest or notice with
respect to such Security or the indebtedness evidenced thereby and all demands
whatsoever, and covenants that this Subsidiary Guarantee will not be discharged
in respect of such Security except by complete performance of the obligations
contained in such Security and in such Subsidiary Guarantee. Each Subsidiary
Guarantor agrees that if, after the occurrence and during the continuance of an
Event of Default, the Trustee or any of the Holders are prevented by applicable
law from exercising their respective rights to accelerate the maturity of the
Securities of a series, to collect interest on the Securities of a series, or to
enforce or exercise any other right or remedy with respect to the Securities of
a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account
of the Holders, upon demand therefor, the amount that would otherwise have been
due and payable had such rights and remedies been permitted to be exercised by
the Trustee or any of the Holders.

    


         The
indebtedness of each Subsidiary Guarantor evidenced by the Subsidiary Guarantees
is, to the extent provided in this Indenture, subordinate and subject in right
of payment to the prior payment in full of all Senior Debt of each Subsidiary
Guarantor, and the Subsidiary Guarantees are issued subject to the provisions of
this Indenture with respect thereto. Each Holder of such Security, by accepting
the same, will be deemed to have (a) agreed to and be bound by such
provisions, (b) authorized and directed the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
so provided and (c) appointed the Trustee his attorney-in-fact for any and
all such purposes.

    


         Each
Subsidiary Guarantor shall be subrogated to all rights of the Holders of the
Securities upon which its Subsidiary Guarantee is endorsed against the Company
in respect of any amounts paid by such Subsidiary Guarantor on account of such
Security pursuant to the provisions of its Subsidiary Guarantee or this
Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to
enforce or to receive any payments arising out of, or based upon, such right of
subrogation until the principal of (and premium, if any) and interest on all
Securities of the relevant series issued hereunder shall have been paid in
full.

    


    
      
        
           


        

        
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         Each
Subsidiary Guarantor that makes or is required to make any payment in respect of
its Subsidiary Guarantee shall be entitled to seek contribution from the other
Subsidiary Guarantors to the extent permitted by applicable law; provided,
however, that no Subsidiary Guarantor shall be entitled to enforce or receive
any payments arising out of, or based upon, such right of contribution until the
principal of (and premium, if any) and interest on all Securities of the
relevant series issued hereunder shall have been paid in full.

    


         Each
Subsidiary Guarantee shall remain in full force and effect and continue to be
effective should any petition be filed by or against the Company for liquidation
or reorganization, should the Company become insolvent or make an assignment for
the benefit of creditors or should a receiver or trustee be appointed for all or
any part of the Company’s assets, and shall, to the fullest extent permitted by
law, continue to be effective or be reinstated, as the case may be, if at any
time payment and performance of the Securities of a series, is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by any Holder of the Securities, whether as a “voidable preference,”
“fraudulent transfer,” or otherwise, all as though such payment or performance
had not been made. In the event that any payment, or any part thereof, is
rescinded, reduced, restored or returned, the Securities shall, to the fullest
extent permitted by law, be reinstated and deemed reduced only by such amount
paid and not so rescinded, reduced, restored or returned.

    


    SECTION
1303. Execution
and Delivery of Subsidiary Guarantees.

    


         The
Subsidiary Guarantees to be endorsed on the Securities shall include the terms
of the Subsidiary Guarantee set forth in Section 1302 and any other terms
that may be set forth in the form established pursuant to Section 204.
Subject to Section 1301, each of the Subsidiary Guarantors hereby agrees to
execute its Subsidiary Guarantee, in a form established pursuant to
Section 204, to be endorsed on each Security authenticated and delivered by
the Trustee.

    


         The
Subsidiary Guarantee shall be executed on behalf of each respective Subsidiary
Guarantor by any one of such Subsidiary Guarantor’s Chairman of the Board of
Directors, Vice Chairman of the Board of Directors, Chief Executive Officer,
President, one of its Vice Presidents, or its Secretary. The signature of any or
all of these persons on the Subsidiary Guarantee may be manual or
facsimile.

    


         A
Subsidiary Guarantee bearing the manual or facsimile signature of individuals
who were at any time the proper officers of a Subsidiary Guarantor shall bind
such Subsidiary Guarantor, notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the authentication and delivery of the
Security on which such Subsidiary Guarantee is endorsed or did not hold such
offices at the date of such Subsidiary Guarantee.

    


         The
delivery of any Security by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Subsidiary Guarantee endorsed
thereon on behalf of the Subsidiary Guarantors and shall bind each Subsidiary
Guarantor notwithstanding the fact that Subsidiary Guarantee does not bear the
signature of such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby
jointly and severally agrees that its Subsidiary Guarantee set forth in
Section 1302 and in the form of Subsidiary Guarantee established pursuant
to Section 204 shall remain in full force and effect notwithstanding any
failure to endorse a Subsidiary Guarantee on any Security.

    


    SECTION
1304. Release
of Subsidiary Guarantors.

    


         Unless
otherwise specified pursuant to Section 301 with respect to a series of
Securities, each Subsidiary Guarantee will remain in effect with respect to the
respective Subsidiary Guarantor until the entire principal of, premium, if any,
and interest on the Securities to which such Subsidiary Guarantee relates shall
have been paid in full or otherwise satisfied and discharged in accordance with
the provisions of such Securities and this Indenture and all amounts owing to
the Trustee hereunder have been paid; provided, however, that if (i) such
Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable
provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance
occurs with respect to such Securities pursuant to Article Fifteen or
(iii) all or substantially all of the assets of such Subsidiary Guarantor
or all of the Capital Stock of such Subsidiary Guarantor is sold (including by
sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a
transaction complying with the requirements of this Indenture, then, in each
case of (i), (ii) or (iii), upon delivery by the Company of an Officers’
Certificate and an Opinion of Counsel stating that all conditions precedent
herein provided for relating to the release of such Subsidiary Guarantor from
its obligations under its Subsidiary Guarantee and this Article Thirteen
have been complied with, such Subsidiary Guarantor shall be released and
discharged of its obligations under its Subsidiary Guarantee and under this
Article Thirteen without any action on the part of the Trustee or any
Holder, and the Trustee shall execute any documents reasonably required in order
to acknowledge the release of such Subsidiary Guarantor from its obligations
under its Subsidiary Guarantee endorsed on the Securities of such series and
under this Article Thirteen.

    


    
      
        
           


        

        
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    SECTION
1305. Additional
Subsidiary Guarantors.

    


         Unless
otherwise specified pursuant to Section 301 with respect to a series of
Securities, the Company will cause any domestic Wholly Owned Subsidiary of the
Company that becomes a Subsidiary after the date the Securities of a series are
first issued hereunder to become a Subsidiary Guarantor as soon as practicable
after such Subsidiary becomes a Subsidiary. The Company shall cause any such
Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the
Securities by executing and delivering to the Trustee (a) a supplemental
indenture, in form and substance satisfactory to the Trustee, which subjects
such Person to the provisions (including the representations and warranties) of
this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to
the effect that such supplemental indenture has been duly authorized and
executed by such Person and such supplemental indenture and such Person’s
obligations under its Subsidiary Guarantee and this Indenture constitute the
legal, valid, binding and enforceable obligations of such Person (subject to
such customary exceptions concerning creditors’ rights and equitable principles
as may be acceptable to the Trustee in its discretion).

    


    SECTION
1306. Limitation
on Liability.

    


         Any
term or provision of this Indenture to the contrary notwithstanding, the maximum
amount of the Subsidiary Guarantee of any Subsidiary Guarantor shall not exceed
the maximum amount that can be hereby guaranteed by such Subsidiary Guarantor
without rendering such Subsidiary Guarantee voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.

    


    ARTICLE
FOURTEEN

     SUBORDINATION
OF SUBSIDIARY GUARANTEES

    


    SECTION
1401. Applicability
of Article.

    


         Unless
otherwise provided with respect to the Securities of any series in or pursuant
to the Board Resolution or supplemental indenture establishing such series of
Securities pursuant to Section 301, the provisions of this Article shall be
applicable to each series of Securities.

    


    SECTION
1402. Subsidiary
Guarantees Subordinate to Senior Debt of Subsidiary
Guarantors.

    


         Each
Subsidiary Guarantor covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article (subject to the provisions of
Article Four and Article Fifteen), the Subsidiary Guarantee of such
Subsidiary Guarantor is hereby expressly made subordinate and subject in right
of payment to the prior payment in full of all Senior Debt of such Subsidiary
Guarantor.

    


         No
provisions of this Article Fourteen shall prevent the occurrence of any
Event of Default.

    


    SECTION
1403. Payment
Over of Proceeds Upon Dissolution, Etc.

    


         In
the event of (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relative to any Subsidiary Guarantor or to its creditors,
as such, or to its assets, or (b) any liquidation, dissolution or other
winding up of any Subsidiary Guarantor, whether voluntary or involuntary and
whether or not involving insolvency or bankruptcy, or (c) any assignment
for the benefit of creditors or any other marshalling of assets and liabilities
of any Subsidiary Guarantor, then and in any such event specified in (a),
(b) or (c) above (each such event, if any, herein sometimes referred
to as a “ Guarantor
Proceeding ”) the holders of Senior Debt of such Subsidiary Guarantor
shall be entitled to receive payment in full of all amounts due or to become due
on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision
shall be made for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor,
before the Holders of the Securities are entitled to receive any payment or
distribution of any kind or character, whether in cash, property or securities
(including any payment or distribution which may be payable or deliverable by
reason of the payment of any other indebtedness of such Subsidiary Guarantor
subordinated to the payment of the Securities, such payment or distribution
being hereinafter referred to as a “ Guarantor Junior Subordinated
Payment ”), on account of the Subsidiary Guarantee of such Subsidiary
Guarantor (all such payments, other than the payment or distribution of stock or
securities of a Subsidiary Guarantor referred to in the second succeeding
paragraph, herein referred to, individually and collectively, as a “ Guarantee Payment ”), and to
that end the holders of Senior Debt of such Subsidiary Guarantor shall be
entitled to receive, for application to the payment thereof, any Guarantee
Payment which may be payable or deliverable in respect of such Subsidiary
Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding.

    


    
      
        
           


        

        
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         In
the event that, notwithstanding the foregoing provisions of this Section, the
Trustee or the Holder of any Security shall have received any Guarantee Payment
before all Senior Debt of such Subsidiary Guarantor is paid in full or payment
thereof provided for in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if
such fact shall, at or prior to the time of such Guarantee Payment, have been
made known to the Trustee or, as the case may be, such Holder, then and in such
event such Guarantee Payment shall be paid over or delivered forthwith to the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent
or other Person making payment or distribution of assets of such Subsidiary
Guarantor for application to the payment of all Senior Debt of such Subsidiary
Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of
such Subsidiary Guarantor in full, after giving effect to any concurrent payment
or distribution to or for the holders of Senior Debt of such Subsidiary
Guarantor.

    


         For
purposes of this Article only, the words “any payment or distribution of any
kind or character, whether in cash, property or securities” shall not be deemed
to include a payment or distribution of stock or securities of a Subsidiary
Guarantor provided for by a plan of reorganization or readjustment authorized by
an order or decree of a court of competent jurisdiction in a reorganization
proceeding under any applicable bankruptcy law or of any other corporation
provided for by such plan of reorganization or readjustment which stock or
securities are subordinated in right of payment to all then outstanding Senior
Debt of such Subsidiary Guarantor to substantially the same extent as the
Subsidiary Guarantees are so subordinated as provided in this Article. The
consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary
Guarantor into, another Person or the liquidation or dissolution of such
Subsidiary Guarantor following the conveyance or other disposition of all or
substantially all of its assets to another Person upon the terms and conditions
set forth in Article Eight shall not be deemed a Guarantor Proceeding for
the purposes of this Section if the Person formed by such consolidation or into
which such Subsidiary Guarantor is merged or the Person which acquires by
conveyance or transfer such assets, as the case may be, shall, as a part of such
consolidation, merger, conveyance or other disposition, comply with the
conditions set forth in Article Eight.

    


    SECTION
1404. No
Payment When Senior Debt of such Subsidiary Guarantor in
Default.

    


         In
the event that any Senior Payment Default shall have occurred and be continuing,
then no Guarantee Payment shall be made unless and until such Senior Payment
Default shall have been cured or waived or shall have ceased to exist or all
amounts then due and payable in respect of the relevant Senior Debt of the
Company shall have been paid in full, or provision shall have been made for such
payment in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of such Senior Debt; provided, that nothing in this Section shall
prevent the satisfaction of any sinking fund payment in accordance with
Article Sixteen by delivering and crediting pursuant to Section 1602
Securities which have been acquired (upon redemption or otherwise) prior to such
Senior Payment Default.

    


         In
the event that any Senior Nonmonetary Default shall have occurred and be
continuing, then, upon the receipt by the Company, the Subsidiary Guarantors and
the Trustee of written notice of such Senior Nonmonetary Default from any
holder, or agent for the holders, of any Designated Senior Debt of the Company,
no Guarantee Payment shall be made during the applicable Payment Blockage
Period; provided, however, that nothing in this Section shall prevent the
satisfaction of any sinking fund payment in accordance with Article Sixteen
by delivering and crediting pursuant to Section 1602 Securities which have
been acquired (upon redemption or otherwise) prior to the date of such receipt
of such written notice. No more than one Payment Blockage Period may be
commenced with respect to the Subsidiary Guarantees during any 360-day period
and there shall be a period of at least 181 consecutive days in each 360-day
period when no Payment Blockage Period is in effect. For all purposes of this
paragraph, no Senior Nonmonetary Default that existed or was continuing on the
date of commencement of any Payment Blockage Period shall be, or be made, the
basis for the commencement of a subsequent Payment Blockage Period, whether or
not within a period of 360 consecutive days, unless such Senior Nonmonetary
Default shall have been cured for a period of not less than 90 consecutive
days.

    


    
      
        
           


        

        
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         In
the event that, notwithstanding the foregoing, a Subsidiary Guarantor shall make
any Guarantee Payment to the Trustee or any Holder prohibited by the foregoing
provisions of this Section, and if such fact shall, at or prior to the time of
such Guarantee Payment, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such Guarantee Payment shall be paid
over and delivered forthwith to the Company.

    


         The
provisions of this Section shall not apply to any Guarantee Payment with respect
to which Section 1403 would be applicable.

    


    SECTION
1405. Payment
Permitted If No Default.

    


         Nothing
contained in this Article or elsewhere in this Indenture or in any of the
Subsidiary Guarantees shall prevent (a) a Subsidiary Guarantor, at any time
except during the pendency of any Guarantor Proceeding referred to in
Section 1403 or under the conditions described in Section 1404, from
making Guarantee Payments, or (b) the application by the Trustee of any
money deposited with it hereunder to Guarantee Payments or the retention of such
Guarantee Payment by the Holders, if, at the time of such application by the
Trustee, it did not have knowledge that such Guarantee Payment would have been
prohibited by the provisions of this Article.

    


    SECTION
1406. Subrogation
to Rights of Holders of Senior Debt of such Subsidiary
Guarantor.

    


         Subject
to the payment in full of all amounts due or to become due on or in respect of
Senior Debt of a Subsidiary Guarantor, or the provision for such payment in cash
or cash equivalents or otherwise in a manner satisfactory to the holders of
Senior Debt of such Subsidiary Guarantor, the Holders of the Securities shall be
subrogated to the rights of the holders of such Senior Debt of such Subsidiary
Guarantor to receive payments and distributions of cash, property and securities
applicable to the Senior Debt of such Subsidiary Guarantor until the principal
of (and premium, if any) and interest on the Securities shall be paid in full.
For purposes of such subrogation, no payments or distributions to the holders of
the Senior Debt of a Subsidiary Guarantor of any cash, property or securities to
which the Holders of the Securities or the Trustee would be entitled except for
the provisions of this Article, and no payments over pursuant to the provisions
of this Article to the holders of Senior Debt of a Subsidiary Guarantor by
Holders of the Securities or the Trustee, shall, as among a Subsidiary
Guarantor, its creditors other than holders of Senior Debt of such Subsidiary
Guarantor and the Holders of the Securities, be deemed to be a payment or
distribution by such Subsidiary Guarantor to or on account of the Senior Debt of
such Subsidiary Guarantor.

    


    SECTION
1407. Provisions
Solely to Define Relative Rights.

    


         The
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the Holders on the one hand and the holders of
Senior Debt of a Subsidiary Guarantor on the other hand. Nothing contained in
this Article or elsewhere in this Indenture or in the Subsidiary Guarantees is
intended to or shall (a) impair, as among a Subsidiary Guarantor, its
creditors other than holders of Senior Debt of such Subsidiary Guarantor and the
Holders of the Securities, the obligation of such Subsidiary Guarantor, which is
absolute and unconditional (and which, subject to the rights under this Article
of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank
equally with all other general obligations of such Subsidiary Guarantor), to
guarantee payment to the Holders of the Securities of the principal of (and
premium, if any) and interest on the Securities as and when the same shall
become due and payable in accordance with their terms; or (b) affect the
relative rights against a Subsidiary Guarantor of the Holders of the Securities
and creditors of such Subsidiary Guarantor other than the holders of Senior Debt
of such Subsidiary Guarantor; or (c) prevent the Trustee or the Holder of
any Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article of the holders of Senior Debt of a Subsidiary Guarantor to receive cash,
property and securities otherwise payable or deliverable to the Trustee or such
Holder.

    


    
      
        
           


        

        
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    SECTION
1408. Trustee
to Effectuate Subordination.

    


         Each
Holder of a Security by his acceptance thereof authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article and appoints the Trustee
his attorney-in-fact for any and all such purposes.

    


    SECTION
1409. No Waiver
of Subordination Provisions.

    


         No
right of any present or future holder of any Senior Debt of a Subsidiary
Guarantor to enforce subordination as herein provided shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of such
Subsidiary Guarantor or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by such Subsidiary Guarantor with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
any such holder may have or be otherwise charged with.

    


         Without
in any way limiting the generality of the foregoing paragraph, the holders of
Senior Debt of a Subsidiary Guarantor may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of the Securities to the holders of
Senior Debt of such Subsidiary Guarantor, do any one or more of the following:
(i) change the manner, place or terms of payment or extend the time of
payment of, or renew or alter, Senior Debt of such Subsidiary Guarantor, or
otherwise amend or supplement in any manner Senior Debt of such Subsidiary
Guarantor or any instrument evidencing the same or any agreement under which
Senior Debt of such Subsidiary Guarantor is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt of such Subsidiary Guarantor; (iii) release any
Person liable in any manner for the collection of Senior Debt of such Subsidiary
Guarantor; and (iv) exercise or refrain from exercising any rights against
such Subsidiary Guarantor and any other Person.

    


    SECTION
1410. Notice to
Trustee.

    


         Each
Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact
known to such Subsidiary Guarantor which would prohibit the making of any
payment to or by the Trustee in respect of its Subsidiary Guarantee.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment to or by the Trustee in
respect of the Subsidiary Guarantees, unless and until the Trustee shall have
received written notice thereof from a Subsidiary Guarantor or a holder of
Senior Debt of such Subsidiary Guarantor or from any trustee therefor; and,
prior to the receipt of any such written notice, the Trustee, subject to the
provisions of Section 601, shall be entitled in all respects to assume that
no such facts exist; provided, however, that if the Trustee shall not have
received the notice provided for in this Section at least three Business Days
prior to the date upon which by the terms hereof any money may become payable
for any purpose (including, without limitation, the payment of the principal of
(and premium, if any) or interest on any Security), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such money and to apply the same to the purpose for which
such money was received and shall not be affected by any notice to the contrary
which may be received by it within three Business Days prior to such
date.

    


         Subject
to the provisions of Section 601, the Trustee shall be entitled to rely on
the delivery to it of a written notice by a Person representing himself to be a
holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to
establish that such notice has been given by a holder of Senior Debt of such
Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to
participate in any payment or distribution pursuant to this Article, the Trustee
may request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Debt of such Subsidiary Guarantor held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article, and if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.

    


    
      
        
           


        

        
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    SECTION
1411. Reliance
on Judicial Order or Certificate of Liquidating Agent.

    


         Upon
any payment or distribution of assets of a Subsidiary Guarantor referred to in
this Article, the Trustee, subject to the provisions of Section 601, and
the Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Guarantor
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the Holders of Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior Debt
of such Subsidiary Guarantor and other indebtedness of such Subsidiary
Guarantor, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this
Article.

    


    SECTION
1412. Trustee
Not Fiduciary for Holders of Senior Debt of such Subsidiary
Guarantor.

    


         The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Debt of a Subsidiary Guarantor and shall not be liable to any such holders if it
shall in good faith mistakenly pay over or distribute to Holders of Securities
or to the Company, a Subsidiary Guarantor, or to any other Person cash, property
or securities to which any holders of Senior Debt of such Subsidiary Guarantor
shall be entitled by virtue of this Article or otherwise.

    


    SECTION
1413. Rights of
Trustee as Holder of Senior Debt of such Subsidiary Guarantor; Preservation of
Trustee’s Rights.

    


         The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article with respect to any Senior Debt of a Subsidiary Guarantor which
may at any time be held by it, to the same extent as any other holder of Senior
Debt of such Subsidiary Guarantor, and nothing in this Indenture shall deprive
the Trustee of any of its rights as such holder.

    


         Nothing
in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 607.

    


    SECTION
1414. Article Applicable
to Paying Agents.

    


         In
case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term “Trustee” as
used in this Article shall in such case (unless the context otherwise requires)
be construed as extending to and including such Paying Agent within its meaning
as fully for all intents and purposes as if such Paying Agent were named in this
Article in addition to or in place of the Trustee; provided, however, that
Section 1413 shall not apply to the Company, any Subsidiary Guarantor or
any Affiliate of the Company if it or such Subsidiary Guarantor or Affiliate
acts as Paying Agent.

    


    SECTION
1415. Defeasance
of this Article Fourteen.

    


         The
subordination of the Subsidiary Guarantees provided by this
Article Fourteen is expressly made subject to the provisions for Defeasance
or Covenant Defeasance of a series of Securities in Article Fifteen hereof
and, anything herein to the contrary notwithstanding, upon the effectiveness of
any such Defeasance or Covenant Defeasance with respect to a series of
Securities, the Subsidiary Guarantees of the Securities of such series shall
thereupon cease to be subordinated pursuant to this
Article Fourteen.

    


    ARTICLE
FIFTEEN

     DEFEASANCE
AND COVENANT DEFEASANCE

    


    SECTION
1501. Company’s
Option to Effect Defeasance or Covenant Defeasance.

    


         The
Company may elect, at its option at any time, to have Section 1502 or
Section 1503 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 301 as being defeasible pursuant to
such Section 1502 or 1503, in accordance with any applicable requirements
provided pursuant to Section 301 and upon compliance with the conditions
set forth below in this Article. Any such election shall be evidenced in or
pursuant to a Board Resolution or in another manner specified as contemplated by
Section 301 for such Securities.

    


    
      
        
           


        

        
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    SECTION
1502. Defeasance
and Discharge.

    


         Upon
the Company’s exercise of its option (if any) to have this Section applied to
any Securities or any series of Securities, as the case may be, the Company
shall be deemed to have been discharged from its obligations, and each
Subsidiary Guarantor shall be deemed to have been discharged from its
obligations with respect to its Subsidiary Guarantees of such Securities, and
the provisions of Articles Twelve and Fourteen shall cease to be effective, with
respect to such Securities and Subsidiary Guarantees as provided in this Section
on and after the date the conditions set forth in Section 1504 are
satisfied (herein called “
Defeasance ”). For this purpose, such Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by such Securities and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (1) the rights of Holders of
such Securities to receive, solely from the trust fund described in Section 1504
and as more fully set forth in such Section, payments in respect of the
principal of and any premium and interest on such Securities when payments are
due, or, if applicable, to convert such Securities in accordance with their
terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with
respect to such Securities under Sections 304, 305, 306, 1002 and 1003,
and, if applicable, their obligations with respect to the conversion of such
Securities, (3) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (4) this Article. Subject to compliance with this
Article, the Company may exercise its option (if any) to have this Section
applied to any Securities notwithstanding the prior exercise of its option (if
any) to have Section 1503 applied to such Securities.

    


    SECTION
1503. Covenant
Defeasance.

    


         Upon
the Company’s exercise of its option (if any) to have this Section applied to
any Securities or any series of Securities, as the case may be, (1) the
Company shall be released from its obligations under Section 801(3),
Sections 1005 through 1008, inclusive, and any covenants provided pursuant
to Section 301(22), 901(2) or 901(7) for the benefit of the Holders of such
Securities, and (2) the occurrence of any event specified in
Sections 501(5) (with respect to any of Section 801(3),
Sections 1005 through 1008, inclusive, and any such covenants provided
pursuant to Section 301(22), 901(2) or 901(7)), 501(6), 501(7)), 501(10)
and 501(11) shall be deemed not to be or result in an Event of Default and
(3) the provisions of Articles Twelve, Thirteen and Fourteen shall cease to
be effective, in each case with respect to such Securities and Subsidiary
Guarantees as provided in this Section on and after the date the conditions set
forth in Section 1504 are satisfied (herein called “ Covenant Defeasance ”). For
this purpose, such Covenant Defeasance means that, with respect to such
Securities, the Company and the Subsidiary Guarantors, as applicable, may omit
to comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so specified
in the case of Section 501(5)) or Article Twelve, Thirteen or
Article Fourteen, whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or Article or by reason of any reference in
any such Section or Article to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.

    


    SECTION
1504. Conditions
to Defeasance or Covenant Defeasance.

    


         The
following shall be the conditions to the application of Section 1502 or
Section 1503 to any Securities or any series of Securities, as the case may
be:

    


         (1)
The Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee which satisfies the requirements contemplated by
Section 609 and agrees to comply with the provisions of this Article
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 benefits of the Holders of such Securities, (A) money in an amount,
or (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, money in an
amount, or (C) a combination thereof, in each case sufficient, in the
opinion of a 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 any such other
qualifying trustee) to pay and discharge, the principal of and any premium and
interest on such Securities on the respective Stated Maturities, in accordance
with the terms of this Indenture and such Securities. As used herein, “ U.S. Government Obligation ”
means (x) any security which is (i) a direct obligation of the United
States of America for the payment of which the full faith and credit of the
United States of America is pledged or (ii) an obligation of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America, which, in
either case (i) or (ii), is not callable or redeemable at the option of the
issuer thereof, and (y) any depositary receipt issued by a bank (as defined
in Section 3(a)(2) of the Securities Act) as custodian with respect to any
U.S. Government Obligation which is specified in clause (x) above and held
by such bank for the account of the holder of such depositary receipt, or with
respect to any specific payment of principal of or interest on any U.S.
Government Obligation which is so specified and held, provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depositary receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific
payment of principal or interest evidenced by such depositary
receipt.

    


    
      
        
           


        

        
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         (2)
In the event of an election to have Section 1502 apply to any Securities or
any series of Securities, as the case may be, the Company shall have delivered
to the Trustee an Opinion of Counsel stating that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this instrument, there has been a change in
the applicable Federal income tax law, in either case (A) or (B) to
the effect that, and based thereon such opinion shall confirm that, the Holders
of such Securities will not recognize gain or loss for Federal income tax
purposes as a result of the deposit, Defeasance and discharge to be effected
with respect to such Securities and will be subject to Federal income tax on the
same amount, in the same manner and at the same times as would be the case if
such deposit and Defeasance were not to occur.

    


         (3)
In the event of an election to have Section 1503 apply to any Securities or
any series of Securities, as the case may be, the Company shall have delivered
to the Trustee an Opinion of Counsel to the effect that the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a
result of the deposit and Covenant Defeasance to be effected with respect to
such Securities and will be subject to Federal income tax on the same amount, in
the same manner and at the same times as would be the case if such deposit and
Covenant Defeasance were not to occur.

    


         (4)
The Company shall have delivered to the Trustee an Officers’ Certificate to the
effect that neither such Securities nor any other Securities of the same series,
if then listed on any securities exchange, will be delisted as a result of such
deposit.

    


         (5)
No event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to such Securities shall have occurred and be
continuing at the time of such deposit or, with regard to any such event
specified in Sections 501(7) and (8), at any time on or prior to the 121st
day after the date of such deposit (it being understood that this condition
shall not be deemed satisfied until after such 121st day).

    


         (6)
Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act (assuming all
Securities are in default within the meaning of such Act).

    


         (7)
Such Defeasance or Covenant Defeasance shall not result in a breach or violation
of, or constitute a default under, any other agreement or instrument to which
the Company or any Subsidiary is a party or by which it is bound.

    


         (8)
At the time of such deposit, (A) no default in the payment of any principal
of or premium or interest on any Senior Debt of the Company or any Subsidiary
Guarantor shall have occurred and be continuing, (B) no event of default
with respect to any Senior Debt of the Company or any Subsidiary Guarantor shall
have resulted in such Senior Debt becoming, and continuing to be, due and
payable prior to the date on which it would otherwise have become due and
payable (unless payment of such Senior Debt has been made or duly provided for),
and (C) no other event of default with respect to any Senior Debt of the
Company or any Subsidiary Guarantor shall have occurred and be continuing
permitting (after notice or lapse of time or both) the holders of such Senior
Debt (or a trustee on behalf of such holders) to declare such Senior Debt due
and payable prior to the date on which it would otherwise have become due and
payable.

    


         (9)
The Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that such deposit shall not cause either the Trustee or the trust so
created to be subject to the Investment Company Act of 1940.

    


         (10)
The Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to
such Defeasance or Covenant Defeasance have been complied with.

    


    
      
        
           


        

        
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    SECTION
1505. Deposited
Money and U.S. Government Obligations to Be Held in Trust; 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 (solely for purposes of this Section and
Section 1506, the Trustee and any such other trustee are referred to
collectively as the “
Trustee ”) pursuant to Section 1504 in respect of any Securities
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law. Money and U.S. Government
Obligations so held in trust shall not be subject to the provisions of
Article Twelve or Article Fourteen.

    


         The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 1504 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 Outstanding Securities.

    


         Anything
in this Article 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 1504 with respect
to any Securities which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

    


    SECTION
1506. Reinstatement.

    


         If
the Trustee or the Paying Agent is unable to apply any money in accordance with
this Article with respect to any Securities by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the obligations under this Indenture and such
Securities from which the Company has been discharged or released pursuant to
Section 1502 or 1503 shall be revived and reinstated as though no deposit
had occurred pursuant to this Article with respect to such Securities, until
such time as the Trustee or Paying Agent is permitted to apply all money held in
trust pursuant to Section 1505 with respect to such Securities in accordance
with this Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights
(if any) of the Holders of such Securities to receive such payment from the
money so held in trust.

    


    ARTICLE
SIXTEEN

     SINKING
FUNDS

    


    SECTION
1601. Applicability
of Article.

    


         The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.

    


         The
minimum amount of any sinking fund payment provided for by the terms of any
Securities is herein referred to as a “mandatory sinking fund payment”, and any
payment in excess of such minimum amount provided for by the terms of such
Securities is herein referred to as an “optional sinking fund payment.” If
provided for by the terms of any Securities, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 1602. Each
sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.

    


    SECTION
1602. Satisfaction
of Sinking Fund Payments with Securities.

    


         The
Company (1) may deliver Outstanding Securities of a series (other than any
previously called for redemption) and (2) may apply as a credit Securities
of a series which have been (x) converted or (y) redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any sinking
fund payment with respect to any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent provided for by
the terms of such Securities; provided, however, that the Securities to be so
credited have not been previously so credited. The Securities to be so credited
shall be received and credited for such purpose by the Trustee at the Redemption
Price, as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

    


    
      
        
           


        

        
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    SECTION
1603. Redemption
of Securities for Sinking Fund.

    


         Not
less than 35 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1602 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 32 days prior to each such sinking fund payment
date, the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 1103 and cause notice
of the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1104. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1106 and 1107.

    


         This
instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.

    


    
      
        
           


        

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

    


    
      	 
      	 
      	
              ISSUER:

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              BOOTS
      & COOTS, INC.

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	 
      	 
      	 
      	 
      
	 
      	 
      	
              Name:

            	 
      	 
      	 
      	 
      
	 
      	 
      	
              Title:

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              SUBSIDIARY
      GUARANTORS:

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              [INSERT SUBSIDIARY
      GUARANTORS]

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	 
      	 
      	 
      	 
      
	 
      	 
      	
              Name:

            	 
      	 
      	 
      	 
      
	 
      	 
      	
              Title:

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              TRUSTEE:

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              [TRUSTEE’S NAME],

               as
      Trustee

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	 
      	 
      	 
      	 
      
	 
      	 
      	
              Name:

            	 
      	 
      	 
      	 
      
	 
      	 
      	
              Title:

            	 
      	 
      	 
      	 
      


    

    


    [Signature
Page of Subordinated Indenture]

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
I

    


    SUBSIDIARY
GUARANTORS

    
      	 
      	 
      	 
      
	
                          SUBSIDIARY

            	 
      	
              STATE
      OF ORGANIZATION

            
	 
      	 
      	 
      
	
              [Insert Subsidiary
      Guarantors]