exv10w01



 





Exhibit 10.01









ALLIED WASTE INDUSTRIES, INC.




TO




U.S. BANK NATIONAL ASSOCIATION,




as Trustee










INDENTURE




Dated as of




     , 2004










4.25% Senior Subordinated Convertible Debentures due 2034













 









 












CROSS-REFERENCE TABLE*




	 	 	 	 	 	 	 	 	 
	Trust Indenture	 	Indenture
	 Act Section
	 	Section

	§310(a)(1)
	 	 	 	 	 	 	8.09	 
	(a) (2)
	 	 	 	 	 	 	8.09	 
	(a) (3)
	 	 	 	 	 	 	N.A.	 
	(a) (5)
	 	 	 	 	 	 	N.A.	 
	(a) (4)
	 	 	 	 	 	 	N.A.	 
	(b)
	 	 	 	 	 	 	8.08	 
	(c)
	 	 	 	 	 	 	N.A.	 
	§311(a)
	 	 	 	 	 	 	8.13	 
	(b)
	 	 	 	 	 	 	8.13	 
	(c)
	 	 	 	 	 	 	N.A.	 
	§312(a)
	 	 	 	 	 	 	6.01; 6.02	 
	(b)
	 	 	 	 	 	 	N.A.	 
	(c)
	 	 	 	 	 	 	N.A.	 
	§313(a)
	 	 	 	 	 	 	6.03	 
	(b)
	 	 	 	 	 	 	N.A.	 
	(c)
	 	 	 	 	 	 	6.03	 
	(d)
	 	 	 	 	 	 	6.03	 
	§314(a)
	 	 	 	 	 	 	6.04	 
	(b)
	 	 	 	 	 	 	N.A.	 
	(c) (1)
	 	 	 	 	 	 	16.05	 
	(c)(2)
	 	 	 	 	 	 	16.05	 
	(c)(3)
	 	 	 	 	 	 	N.A.	 
	(d)
	 	 	 	 	 	 	N.A.	 
	(e)
	 	 	 	 	 	 	16.05	 
	(f)
	 	 	 	 	 	 	N.A.	 
	§315(a)
	 	 	 	 	 	 	8.01; 8.02	 
	(b)
	 	 	 	 	 	 	7.08	 
	(c)
	 	 	 	 	 	 	7.06	 
	(d)
	 	 	 	 	 	 	8.01;806	 
	(e)
	 	 	 	 	 	 	7.09	 
	§316 (a) (1)
	 	 	 	 	 	 	7.07	 
	(a) (2)
	 	 	 	 	 	 	11.02	 
	(b)
	 	 	 	 	 	 	N. A.	 
	(c)
	 	 	 	 	 	 	9.01	 
	§317(a)(1)
	 	 	 	 	 	 	7.02	 
	(a) (2)
	 	 	 	 	 	 	7.02	 
	(b)
	 	 	 	 	 	 	5.04	 
	§318(a)
	 	 	 	 	 	 	17.08	 







N.A. means not applicable.










	 	 	     * This Cross-Reference Table shall not, for any purpose, be deemed to be part
of this Indenture.




i









 










TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE

	ARTICLE 1
	 	 	 	 
	DEFINITIONS

	Section 1.01. Definitions
	 	 	1	 
	ARTICLE 2
	 	 	 	 
	ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF DEBENTURES
	 	 	 	 
	Section 2.01. Designation Amount and Issue of Debentures
	 	 	12	 
	Section 2.02. Form of Debentures
	 	 	13	 
	Section 2.03. Date and Denomination of Debentures; Payments of Interest
	 	 	14	 
	Section 2.04. Execution of Debentures
	 	 	15	 
	Section 2.05. Exchange and Registration of Transfer of Debentures; Restrictions on Transfer
	 	 	16	 
	Section 2.06. Mutilated, Destroyed, Lost or Stolen Debentures
	 	 	20	 
	Section 2.07. Temporary Debentures
	 	 	21	 
	Section 2.08. Cancellation of Debentures
	 	 	21	 
	Section 2.09. CUSIP Numbers
	 	 	21	 
	ARTICLE 3
	 	 	 	 
	REDEMPTION AND REPURCHASE OF DEBENTURES
	 	 	 	 
	Section 3.01. Company’s Right To Redeem
	 	 	22	 
	Section 3.02. Notice of Optional Redemption; Selection of Debentures
	 	 	22	 
	Section 3.03. Payment of Debentures Called for Redemption by the Company
	 	 	24	 
	Section 3.04. [Reserved].
	 	 	25	 
	Section 3.05. Repurchase of Debentures by the Company at Option of Holders upon a Fundamental Change
	 	 	25	 
	Section 3.06. Repurchase of Debentures by the Company at Option of Holders on Specified Dates
	 	 	27	 
	Section 3.07. Company’s Right To Elect Manner of Payment of Repurchase Price
	 	 	29	 
	Section 3.08. Conditions and Procedures for Repurchase at Option of Holders
	 	 	32	 







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	 	 	PAGE

	ARTICLE 4
	 	 	 	 
	CONTINGENT INTEREST
	 	 	 	 
	Section 4.01. Contingent Interest
	 	 	35	 
	Section 4.02. Payment of Contingent Interest
	 	 	35	 
	Section 4.03. Contingent Interest Notification
	 	 	36	 
	ARTICLE 5
	 	 	 	 
	PARTICULAR COVENANTS OF THE COMPANY
	 	 	 	 
	Section 5.01. Payment of Principal and Interest
	 	 	36	 
	Section 5.02. Maintenance of Office or Agency
	 	 	36	 
	Section 5.03. Appointments to Fill vacancies in Trustee’s Office
	 	 	37	 
	Section 5.04. Provisions as to Paying Agent
	 	 	37	 
	Section 5.05. Existence
	 	 	38	 
	Section 5.06. [Reserved].
	 	 	38	 
	Section 5.07. [Reserved].
	 	 	38	 
	Section 5.08. Compliance Certificate
	 	 	38	 
	Section 5.09. Contingent Debt Tax Treatment
	 	 	38	 
	ARTICLE 6
	 	 	 	 
	DEBENTUREHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
	 	 	 	 
	Section 6.01. Debentureholders’ Lists
	 	 	39	 
	Section 6.02. Preservation and Disclosure of Lists
	 	 	39	 
	Section 6.03. Reports by Trustee
	 	 	40	 
	Section 6.04. Reports by Company
	 	 	40	 
	ARTICLE 7
	 	 	 	 
	REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON AN EVENT OF DEFAULT
	 	 	 	 
	Section 7.01. Events of Default
	 	 	40	 
	Section 7.02. Acceleration; Rescission and Annulment
	 	 	42	 
	Section 7.03. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	43	 
	Section 7.04. Trustee May File Proofs of Claim
	 	 	44	 
	Section 7.05. Trustee May Enforce Claims Without Possession of Debentures
	 	 	45	 
	Section 7.06. Delay or Omission Not Waiver
	 	 	45	 







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	 	 	PAGE

	Section 7.07. Waiver of Past Defaults
	 	 	45	 
	Section 7.08. Control by Majority
	 	 	45	 
	Section 7.09. Limitation on Suits by Debentureholders
	 	 	45	 
	Section 7.10. Rights of Debentureholders To Receive Payment
	 	 	46	 
	Section 7.11. Application of Money Collected
	 	 	47	 
	Section 7.12. Restoration of Rights and Remedies
	 	 	47	 
	Section 7.13. Rights and Remedies Cumulative
	 	 	47	 
	Section 7.14. Undertaking for Costs
	 	 	47	 
	Section 7.15. Waiver of Stay, Extension or Usury Laws
	 	 	48	 
	ARTICLE 8
	 	 	 	 
	THE TRUSTEE
	 	 	 	 
	Section 8.01. Duties and Responsibilities of Trustee
	 	 	48	 
	Section 8.02. Reliance on Documents, Opinions, Etc
	 	 	50	 
	Section 8.03. No Responsibility for Recitals, Etc
	 	 	51	 
	Section 8.04. Trustee, Paying Agents, Bid Solicitation Agents, Conversion Agents or Registrar
May Own Debentures
	 	 	51	 
	Section 8.05. Monies To Be Held in Trust
	 	 	51	 
	Section 8.06. Compensation and Expenses of Trustee
	 	 	51	 
	Section 8.07. Officers’ Certificate as Evidence
	 	 	52	 
	Section 8.08. Conflicting Interests of Trustee
	 	 	52	 
	Section 8.09. Eligibility of Trustee
	 	 	52	 
	Section 8.10. Resignation or Removal of Trustee
	 	 	53	 
	Section 8.11. Acceptance by Successor Trustee
	 	 	54	 
	Section 8.12. Succession by Merger
	 	 	54	 
	Section 8.13. Preferential Collection of Claims
	 	 	55	 
	ARTICLE 9
	 	 	 	 
	THE DEBENTUREHOLDERS
	 	 	 	 
	Section 9.01. Action by Debentureholders
	 	 	55	 
	Section 9.02. Proof of Execution by Debentureholders
	 	 	56	 
	Section 9.03. Who Are Deemed Absolute Owners
	 	 	56	 
	Section 9.04. Company-Owned Debentures Disregarded
	 	 	56	 
	Section 9.05. Revocation of Consents, Future Holders Bound
	 	 	57	 
	ARTICLE 10
	 	 	 	 
	MEETINGS OF DEBENTUREHOLDERS
	 	 	 	 
	Section 10.01. Purpose of Meetings
	 	 	57	 
	Section 10.02. Call of Meetings by Trustee
	 	 	57	 
	Section 10.03. Call of Meetings by Company or Debentureholders
	 	 	58	 
	Section 10.04. Qualifications for Voting
	 	 	58	 







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	 	 	PAGE

	Section 10.05. Regulations
	 	 	58	 
	Section 10.06. Voting
	 	 	59	 
	Section 10.07. No Delay of Rights by Meeting
	 	 	59	 
	ARTICLE 11
	 	 	 	 
	SUPPLEMENTAL INDENTURES
	 	 	 	 
	Section 11.01. Supplemental Indentures Without Consent of Debentureholders
	 	 	59	 
	Section 11.02. Supplemental Indenture with Consent of Debentureholders
	 	 	61	 
	Section 11.03. Effect of Supplemental Indenture
	 	 	62	 
	Section 11.04. Notation on Debentures
	 	 	62	 
	Section 11.05. Evidence of Compliance of Supplemental Indenture To Be Furnished to Trustee
	 	 	62	 
	ARTICLE 12
	 	 	 	 
	CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE
	 	 	 	 
	Section 12.01. Company May Consolidate on Certain Terms
	 	 	62	 
	Section 12.02. Successor To Be Substituted
	 	 	63	 
	Section 12.03. Opinion of Counsel To Be Given Trustee
	 	 	64	 
	ARTICLE 13
	 	 	 	 
	SATISFACTION AND DISCHARGE OF INDENTURE
	 	 	 	 
	Section 13.01. Discharge of Indenture
	 	 	64	 
	Section 13.02. Paying Agent To Repay Monies Held
	 	 	64	 
	Section 13.03. Return of Unclaimed Monies
	 	 	65	 
	ARTICLE 14
	 	 	 	 
	IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS
	 	 	 	 
	Section 14.01. Indenture and Debentures Solely Corporate Obligations
	 	 	65	 
	ARTICLE 15
	 	 	 	 
	CONVERSION OF DEBENTURES
	 	 	 	 
	Section 15.01. Right To Convert
	 	 	65	 







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	 	 	PAGE

	Section 15.02. Exercise of Conversion Privilege; Issuance of Common Stock on Conversion;
No Adjustment for Interest or Dividends
	 	 	68	 
	Section 15.03. Payment Upon Conversion; Cash Payments in Lieu of Fractional Shares
	 	 	70	 
	Section 15.04. Conversion Rate
	 	 	71	 
	Section 15.05. Adjustment of Conversion Rate
	 	 	71	 
	Section 15.06. [Reserved].
	 	 	76	 
	Section 15.07. Taxes on Shares Issued
	 	 	76	 
	Section 15.08. Reservation of Shares, Shares To Be Fully Paid; Compliance with
Governmental Requirements; Listing of Common Stock
	 	 	76	 
	Section 15.09. Responsibility of Trustee
	 	 	77	 
	Section 15.10. Notice to Holders Prior to Certain Actions
	 	 	78	 
	ARTICLE 16
	 	 	 	 
	SUBORDINATION
	 	 	 	 
	Section 16.01. Debentures Subordinate to Senior Debt
	 	 	78	 
	Section 16.02. Payment Over of Proceeds Upon Dissolution, Etc
	 	 	79	 
	Section 16.03. No Payment When Senior Debt in Default
	 	 	80	 
	Section 16.04. Certain Payments Permitted
	 	 	81	 
	Section 16.05. Subrogation to Rights of Holders of Senior Debt
	 	 	81	 
	Section 16.06. Provisions Solely To Define Relative Rights
	 	 	81	 
	Section 16.07. Acceleration of Payment of Debentures
	 	 	82	 
	Section 16.08. Trustee To Effectuate Subordination
	 	 	82	 
	Section 16.09. No Waiver of Subordination Provisions
	 	 	82	 
	Section 16.10. Notice to Trustee
	 	 	83	 
	Section 16.11. Reliance on Judicial Order or Certificate of Liquidating Agent
	 	 	83	 
	Section 16.12. Trustee Not Fiduciary for Holders of Senior Debt
	 	 	83	 
	Section 16.13. Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights
	 	 	84	 
	Section 16.14. Article Applicable to Paying Agents
	 	 	84	 
	Section 16.15. Defeasance of this Article 16
	 	 	84	 
	ARTICLE 17
	 	 	 	 
	MISCELLANEOUS PROVISIONS
	 	 	 	 
	Section 17.01. Provisions Binding on Company’s Successors
	 	 	84	 
	Section 17.02. Official Acts by Successor Corporation
	 	 	84	 
	Section 17.03. Addresses for Notices, Etc.
	 	 	84	 
	Section 17.04. Governing Law
	 	 	85	 
	Section 17.05. Evidence of Compliance with Conditions Precedent, Certificates to Trustee
	 	 	85	 
	Section 17.06. Legal Holidays
	 	 	86	 
	Section 17.07. Company Responsible for Making Calculations
	 	 	86	 







vi









 






	 	 	 	 	 
	 	 	PAGE

	Section 17.08. Trust Indenture Act
	 	 	86	 
	Section 17.09. No Security Interest Created
	 	 	86	 
	Section 17.10. Benefits of Indenture
	 	 	86	 
	Section 17.11. Table of Contents, Headings, Etc
	 	 	87	 
	Section 17.12. Authenticating Agent
	 	 	87	 
	Section 17.13. Execution in Counterparts
	 	 	88	 
	Section 17.14. Severability
	 	 	88	 
	Exhibit A            Form of Debenture
	 	 	 	 








vii









 





INDENTURE





     INDENTURE dated as of           , 2004
between Allied Waste Industries, Inc., a Delaware
corporation (hereinafter called the “Company”), having its
principal office at 15880 North Greenway-Hayden Loop, Suite
100, Scottsdale, Arizona 85260, and U.S. Bank National
Association, as trustee hereunder (hereinafter called the
“Trustee”).



WITNESSETH:



          WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issue of its 4.25% Senior Subordinated Convertible Debentures
due 2034 in an aggregate principal amount not to exceed $230,000,000 on the
date hereof (the “Debentures”), and, to provide the terms and conditions upon
which the Debentures are to be authenticated, issued and delivered, the Company
has duly authorized the execution and delivery of this Indenture; and



          WHEREAS the Debentures, the certificate of authentication to be borne by
the Debentures, a form of assignment, a form of fundamental change repurchase
election, a form of Company repurchase election and a form of conversion notice
to be borne by the Debentures are to be substantially in the forms hereinafter
provided for; and



          WHEREAS all acts and things necessary to make the Debentures, when
executed by the Company and authenticated and delivered by the Trustee or a
duly authorized authenticating agent, as in this Indenture provided, the valid,
binding and legal obligations of the Company, and to constitute this Indenture
a valid agreement according to its terms, have been done and performed, and the
execution of this Indenture and the issue hereunder of the Debentures have in
all respects been duly authorized,



          NOW, THEREFORE, THIS INDENTURE WITNESSETH:



          That in order to declare the terms and conditions upon which the
Debentures are, and are to be, authenticated, issued and delivered, and in
consideration of the premises and of the purchase and acceptance of the
Debentures by the holders thereof, the Company covenants and agrees with the
Trustee for the equal and proportionate benefit of the respective holders from
time to time of the Debentures (except as otherwise provided below), as
follows:



ARTICLE 1




DEFINITIONS




          Section 1.01. Definitions. The terms defined in this Section 1.01 (except
as herein otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the



 









 





respective meanings specified in this Section 1.01. All other terms used
in this Indenture that are defined in the Trust Indenture Act or which are by
reference therein defined in the Securities Act (except as herein otherwise
expressly provided or unless the context otherwise requires) shall have the
meanings assigned to such terms in the Trust Indenture Act and in the
Securities Act as in force at the date of the execution of this Indenture. The
words “herein”, “hereof”, “hereunder” and words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
subdivision. The terms defined in this Article include the plural as well as
the singular.



          “Agent Members” has the meaning specified in Section 2.05(b).



          “Affiliate” of any Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such 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.



          “Applicable Five-Day Trading Period” means, with respect to any Interest
Period as to which Contingent Interest may be payable, the five Trading Days
ending on the second Trading Day immediately preceding the applicable Interest
Period.



          “Allied NA” means Allied Waste North America, Inc., a wholly-owned
Subsidiary of the Company.



          “Apollo” means Apollo Management IV, L.P., or it “permitted transferees”
(exclusive of the Company, Allied NA and their respective Subsidiaries).



          “Bid Solicitation Agent” means such Person (other than any Affiliate of
the Company) as the Company may designate as Bid Solicitation Agent from time
to time, and shall initially mean the Trustee.



          “Blackstone” means the collective reference to (i) Blackstone Capital
Partners III Merchant Banking Fund L.P., a Delaware limited partnership,
Blackstone Capital Partners II Merchant Banking Fund L.P., a Delaware limited
partnership, Blackstone Offshore Capital Partners III L.P., a Cayman Islands
limited partnership, Blackstone Offshore Capital Partners II L.P., a Cayman
Islands limited partnership, Blackstone Family Investment Partnership III L.P.,
a Delaware limited partnership, and Blackstone Family Investment Partnership II
L.P., a Cayman Islands limited partnership (each of the foregoing, a
“Blackstone Fund”) and (ii) each Affiliate of any Blackstone Fund that is not
an operating company or Controlled by an operating company and each general
partner of any Blackstone Fund or any Blackstone Affiliate who is a partner or
employee of the Blackstone Group L.P.



          “Board of Directors” means the Board of Directors of the Company or a
committee of such Board of Directors duly authorized to act for it hereunder.



2









 





          “Business Day” means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in the City of New
York.



          “capital stock” of any Person means any and all shares (including ordinary
shares or American Depositary 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 and any rights (other than debt securities convertible or
exchangeable into an equity interest), warrants or options to acquire an equity
interest in such Person.



          “Cash Amount” has the meaning specified in Section 15.03(a).



          “Cash Settlement Averaging Period” has the meaning specified in Section
15.03(a).



          “Cash Settlement Notice Period” has the meaning specified in Section
15.03(a).



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



          “Common Stock” means any stock of any class of the Company which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company. Subject to the
provisions of Section 15.05(b), however, shares issuable on conversion of
Debentures shall include only shares of the class designated as common stock of
the Company at the date of this Indenture (namely, the Common Stock, $0.01 par
value) or shares of any class or classes resulting from any reclassification or
reclassifications thereof and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company and which are not subject to
redemption by the Company; provided that if at any time there shall be more
than one such resulting class, the shares of each such class then so issuable
on conversion shall be substantially in the proportion which the total number
of shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such
reclassifications.



          “Company” means the corporation named as the “Company” in the first
paragraph of this Indenture, and, subject to the provisions of Article 12 and
Section 15.05(b), shall include its successors and assigns.



          “Company Repurchase Date” has the meaning specified in Section 3.06(a).



3









 





          “Company Repurchase Election” has the meaning specified in Section
3.06(c).



          “Company Repurchase Notice” has the meaning specified in Section 3.06(b).



          “Company Repurchase Price” has the meaning specified in Section 3.06(a).



          “Contingent Interest” has the meaning specified in Section 4.01.



          “Continuing Director” means, as of any date of determination with respect
to any Person, any member of the Board of Directors of such Person who (i) was
a member of such Board of Directors on the date of this Indenture or (ii) was
nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board of
Directors at the time of such nomination or election.



          “Conversion Agent” means the Trustee or such other office or agency
designated by the Company where Debentures may be presented for conversion.



          “Conversion Date” has the meaning specified in Section 15.02.



          “Conversion Price” as of any day means $1,000 divided by the Conversion
Rate as of such date and rounded to the nearest cent. The Conversion Price
shall initially be $20.43 per share of Common Stock.



          “Conversion Rate” has the meaning specified in Section 15.04.



          “Conversion Retraction Period” has the meaning specified in Section
15.03(a).



          “Corporate Trust Office” or other similar term, means the designated
office of the Trustee at which at any particular time its corporate trust
business as it relates to this Indenture shall be principally administered,
which office is, at the date as of which this Indenture is dated,
located at [                                      ] or at any other address as the
Trustee may designate from time to time by notice to the holders.



          “Credit Facility” means the credit agreement of Allied NA, dated July 21,
1999, as amended and restated as of August 20, 2003, and as further amended and
restated as of November 20, 2003, among Allied NA, the Company, certain lenders
party thereto, JPMorgan Chase Bank, as administrative agent and collateral
agent, and Citicorp North America, Inc., as syndication agent, as amended, or
any bank credit agreement that replaces, amends, supplements, restates or
renews such Credit Facility.



          “Current Market Price” means (i) the average of the Last Reported Sale
Prices per share of Common Stock for the five consecutive Trading Days
preceding the earlier of the day preceding the day in question and the day
before the “ex date” with



4









 





respect to the issuance or distribution requiring such computation, (ii)
in the case of any Spin-Off that is effected simultaneously with an Initial
Public Offering of the securities being distributed in the Spin-Off, the Last
Reported Sale Price of the Common Stock on the Trading Day on which the initial
public offering price of the securities being distributed in the Spin-Off is
determined and (iii) in the case of any other Spin-Off, the average of the Last
Reported Sale Prices of the Common Stock over the first 10 Trading Days
following the effective date of such Spin-Off. For purposes of this
definition, the term “ex date”, when used with respect to any issuance or
distribution described in clause (i) of this definition, means the first date
on which the Common Stock trades without the right to receive such issuance on
distribution.



          “Custodian” means U.S. Bank National Association, as custodian with
respect to the Debentures in global form, or any successor entity thereto.



          “Debenture” or “Debentures” means any Debenture or Debentures, as the case
may be, authenticated and delivered under this Indenture, including any Global
Debenture.



          “Debenture Register” has the meaning specified in Section 2.05.



          “Debenture Registrar” has the meaning specified in Section 2.05.



          “Debentureholder” or “holder” as applied to any Debenture, or other
similar terms (but excluding the term “beneficial holder”), means any Person in
whose name at the time a particular Debenture is registered on the Debenture
Registrar’s books.



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



          “Defaulted Interest” has the meaning specified in Section 2.03.



          “Depositary” means the clearing agency registered under the Exchange Act
that is designated to act as the Depositary for the Global Debentures. The
Depository Trust Company shall be the initial Depositary, until a successor
shall have been appointed and become such pursuant to the applicable provisions
of this Indenture, and thereafter, “Depositary” shall mean or include such
successor.



          “Designated Senior Debt” means (i) indebtedness or guarantees of
indebtedness outstanding under the Credit Facility and (ii) after payment in
full of all obligations under the Credit Facility, any other Senior Debt the
principal amount of which is $100.0 million or more and that has been
designated by the Company as “Designated Senior Debt”.



          “Event of Default” means any event specified in Section 7.01 as an Event
of Default.



          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder, as in effect from time to
time.



5









 





          “Ex-Dividend Date” means the first date upon which a sale of the Common
Stock does not automatically transfer the right to receive the relevant
distribution from the seller of the Common Stock to its buyer.



          “Fair Market Value” means (i) in the case of any Spin-Off that is effected
simultaneously with an Initial Public Offering of the securities being
distributed in the Spin-Off, the initial public offering prices of such
securities, and (ii) in the case of any other Spin-Off, the average of the Last
Reported Sale Prices of the securities being distributed in the Spin-Off over
the first 10 Trading Days following the effective date of such Spin-Off.



          “Final Notice Date” has the meaning specified in Section 15.03(a).



          “Fundamental Change” means the occurrence of any of the following:




      (i) any person, or any persons (other than a Permitted Allied
Successor), acting together that would constitute a “group” (a “group”)
for purposes of Section 13(d) of the Exchange Act, together with any
Affiliates or Related Persons thereof (other than any employee stock
ownership plan), beneficially own 50% or more of the total voting power
of all classes of Voting Stock of the Company;




      (ii) any person or group, together with any Affiliates or Related
Persons thereof, succeeds in having a sufficient number of its nominees
who have not been approved by the Continuing Directors elected to the
Board of Directors of the Company such that such nominees, when added to
any existing director remaining on the Board of Directors of the Company
after such election who is an Affiliate, Related Person, director,
officer, employee or consultant of such person or group, will constitute
a majority of the Board of Directors of the Company;




      (iii) consummation of any share exchange, consolidation or merger of
the Company or any sale, lease or other transfer in one transaction or a
series of transactions of all or substantially all of the consolidated
assets of the Company and its Subsidiaries, taken as a whole, to any
Person other than the Company or one or more of its Subsidiaries pursuant
to which the Common Stock will be converted into cash, securities or
other property; provided, however, that a transaction where the holders
of the Company’s Voting Stock immediately prior to such transaction have,
directly or indirectly, more than 50% of the aggregate voting power of
all shares of capital stock of the continuing or surviving corporation or
transferee entitled to vote generally in the election of directors
immediately after such event shall not be a Fundamental Change; provided,
further, that so long as any senior long-term debt financing of the
Company or any of its Subsidiaries is outstanding, any such transaction
that does not constitute a “change of control” under the comparable
provisions of any senior long-term debt financing shall not be a
fundamental change;



6









 






      (iv) the stockholders of the Company approve any plan or proposal
for the liquidation or dissolution of the Company; or




      (v) the Common Stock or other common stock into which the Debentures
are convertible is neither listed for trading on a U.S. national or
regional securities exchange nor approved for trading on the Nasdaq
National Market or another established automated over the-counter trading
market in the United States and no American Depositary Shares or similar
instruments for such common stock are so listed or approved for trading.



          A Fundamental Change will not be deemed to have occurred in respect of any
of the foregoing, however, if either:




      (i) the Last Reported Sale Price of the Common Stock for any five
Trading Days within the 10 consecutive Trading Days ending immediately
before the later of the Fundamental Change or the public announcement
thereof, equals or exceeds 105% of the Conversion Price of the Debentures
immediately before the Fundamental Change or the public announcement
thereof, or




      (ii) at least 90% of the consideration, excluding cash payments for
fractional shares, in the transaction or transactions constituting the
Fundamental Change consists of shares of capital stock traded on a U.S.
national or regional securities exchange or quoted on the Nasdaq National
Market or another established automated over-the-counter trading market
in the United States or which will be so traded or quoted when issued or
exchanged in connection with a Fundamental Change (these securities being
referred to as “publicly traded securities”) and as a result of this
transaction or transactions the Debentures become convertible into such
publicly traded securities, excluding cash payments for fractional
            shares, such publicly traded securities to be valued as of the date on
which the transaction or transactions constituting the Fundamental Change
were publicly announced.



          “Fundamental Change Repurchase Date” has the meaning specified in Section
3.05(a).



          “Fundamental Change Repurchase Election” has the meaning specified in
Section 3 .05 (c) (i).



          “Fundamental Change Repurchase Notice” has the meaning specified in
Section 3.05(b).



          “Fundamental Change Repurchase Price” has the meaning provided in Section
3.05(a).



          “Global Debenture” has the meaning specified in Section 2.02.



          “Indenture” means this instrument as originally executed or, if amended or
supplemented as herein provided, as so amended or supplemented.



7









 





          “Initial Public Offering” means the first time securities of the same
class or type as the securities being distributed in the Spin-Off are offered
to the public for cash.



          “Interest” means, when used with reference to the Debentures, any interest
payable under the terms of the Debentures, including Contingent Interest, if
any.



          “Interest Payment Date” means April 15 and October 15 of each year,
commencing October 15, 2004.



          “Interest Period” means any six-month period from April 15 to October 15
or from October 15 to April 15, commencing on or after October 15, 2004 and
ending before April 15, 2034.



          “Last Reported Sale Price” of the Common Stock on any date means the
closing sale price per share (or if no closing sale price is reported, the
average of the bid and asked prices or, if more than one in either case, the
average of the average bid and the average asked prices) on such date as
reported in composite transactions for the principal U.S. securities exchange
on which the Common Stock is traded or, if the Common Stock is not listed on a
U.S. national or regional securities exchange, as reported by the Nasdaq
National Market. If the Common Stock is not listed for trading on a U.S.
national or regional securities exchange and not reported by the Nasdaq
National Market on the relevant date, the “Last Reported Sale Price” will be
the last quoted bid price for the Common Stock in the over-the-counter market
on the relevant date as reported by the National Quotation Bureau Incorporated
or similar organization. If the Common Stock is not so quoted, the “Last
Reported Sale Price” will be the average of the mid-point of the last bid and
asked prices for the Common Stock on the relevant date quoted by each of at
least three nationally recognized independent investment banking firms selected
by the Company for this purpose.



          “Major Subsidiary” means (i) so long as any long-term debt financing of
the Company or any of its Subsidiaries is outstanding, any Subsidiary of the
Company that is subject to any covenant relating to such long-term debt
financing and (ii) if no long-term debt financing of the Company or any of its
Subsidiaries is outstanding, any Significant Subsidiary of the Company or any
Subsidiary that would constitute a Significant Subsidiary of the Company if the
investments in, and the assets and income of, such Subsidiary were aggregated
with the investments in, and the assets and income of, each other Subsidiary of
the Company that has experienced a bankruptcy, insolvency or reorganization
event described in Sections 7.01(i) and (j) since the date of this Indenture.
For purposes of this definition, “Significant Subsidiary” means any Subsidiary
that would be a “Significant Subsidiary” of the Company within the meaning of
Rule 1-02 under Regulation S-X promulgated by the Commission.



          “non-electing share” has the meaning specified in Section 15.05(b).



          “Officers’ Certificate”, when used with respect to the Company, means a
certificate signed by any two of the Chairman of the Board, the Chief Executive
officer,



8









 





the Chief Operating Officer, the President, the Chief Financial Officer,
any Vice President (whether or not designated by a number or numbers or word or
words added before or after the title “Vice President”), the Treasurer or the
Secretary of the Company.



          “Opinion of Counsel” means an opinion in writing signed by the general
counsel of the Company or other legal counsel reasonably acceptable to the
Trustee. Such counsel may be an employee of or counsel to the Company,



          “Outstanding”, when used with reference to Debentures and subject to the
provisions of Section 9.04, means, as of any particular time, all Debentures
authenticated and delivered by the Trustee under this Indenture, except:




     (a) Debentures theretofore canceled by the Trustee or delivered to
the Trustee for cancellation;




     (b) Debentures, or portions thereof, (i) for the redemption of which
monies in the necessary amount shall have been deposited in trust with
the Trustee or with any Paying Agent (other than the Company) or (ii)
which shall have been otherwise defeased in accordance with Article 13;




     (c) Debentures in lieu of which, or in substitution for which, other
Debentures shall have been authenticated and delivered pursuant to the
terms of Section 2.06; and




     (d) Debentures converted into Common Stock, cash or a combination of
cash and Common Stock pursuant to Article 15 and Debentures deemed not
outstanding pursuant to Article 3.



          “Paying Agent” means the Trustee or such other office or agency designated
by the Company where Debentures may be presented for payment.



          “Permitted Allied Successor” means (i) an issuer, other than the Company,
of Voting Stock issued to the shareholders of the Company in a merger,
consolidation or other transaction permitted in clause (iii) of the definition
of Fundamental Change, (ii) Apollo and (iii) Blackstone.



          “Permitted Interest Rate or Currency Protection Agreement” of any Person
means any agreement entered into with one or more financial institutions in the
ordinary course of business that is designed to protect such Person against
fluctuations in interest rates or currency exchange rates with respect to debt
incurred and that shall have a notional amount no greater than the payments due
with respect to the debt being hedged thereby.



          “Permitted Junior Securities” means (i) the Company’s capital stock and
all warrants, options or other rights to acquire capital stock (but excluding
any debt security that is convertible into, or exchangeable for, capital stock)
or (ii) the Company’s debt securities that are subordinated to all Senior Debt
(and any debt securities issued in



9









 





exchange for Senior Debt) to substantially the same extent as, or to a
greater extent than, the Debentures are subordinated to Senior Debt pursuant to
this Indenture.



          “permitted transferees” means, with respect to any Person, (i) any
Affiliate of such Person; (ii) any investment manager, investment advisor, or
constituent general partner of such Person; or (iii) any investment fund,
investment account, or investment entity that is organized by such Person or
its Affiliates and whose investment manager, investment advisor, or constituent
general partner is such Person or a permitted transferee of such Person.



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



          “Predecessor Debenture” of any particular Debenture means every previous
Debenture evidencing all or a portion of the same debt as that evidenced by
such particular Debenture, and, for the purposes of this definition, any
Debenture authenticated and delivered under Section 2.06 in lieu of a lost,
destroyed or stolen Debenture shall be deemed to evidence the same debt as the
lost, destroyed or stolen Debenture that it replaces.



          “Redemption Date” has the meaning specified in Section 3.02(a).



          “Redemption Notice” has the meaning specified in Section 3.02(a).



          “Redemption Price” has the meaning specified in Section 3.01.



          “Regular Record Date” means, with respect to each Interest Payment Date,
the close of business on the April 1 or October 1 immediately preceding such
Interest Payment Date (whether or not a Business Day).



          “Related Person” of any Person means, without limitation, any other Person
owning (i) 5% or more of the outstanding common stock of such Person or (ii) 5%
or more of the Voting Stock of such Person.



          “Repurchase Date” means the Fundamental Change Repurchase Date or the
Company Repurchase Date, as applicable.



          “Repurchase Election” means the Fundamental Change Repurchase Election or
the Company Repurchase Election, as applicable.



          “Repurchase Price” means the Fundamental Change Repurchase Price or the
Company Repurchase Price, as applicable.



          “Responsible Officer” means, when used with respect to the Trustee, any
officer of the Trustee within the Institutional Trust Services — Conventional
Debt Unit (or any successor unit, department or division of the Trustee)
located at the Corporate Trust



10









 





Office of the Trustee who has direct responsibility for the administration
of this Indenture and also shall mean any other officer or person performing
similar functions to whom any corporate trust matter is referred because of
such Person’s knowledge of any familiarity with the particular subject.



          “Securities Act” means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, as in effect from time to time.



          “Special Record Date” has the meaning specified in Section 2.03.



          “Senior Debt” means (i) all the Company’s indebtedness outstanding under
the Credit Facility and all Permitted Interest Rate or Currency Protection
Agreements with respect thereto, unless the instrument under which such
indebtedness is incurred expressly provides that it is on parity with or
subordinated in right of payment to the Debentures or subordinated to any of
the Company’s other indebtedness, (ii) any of the Company’s other indebtedness,
unless the instrument under which such indebtedness is incurred expressly
provides that it is on parity with or subordinated in right of payment to the
Debentures or subordinated to any of the Company’s other debt and (iii) all
obligations with respect to the items listed in the preceding two clauses.
Notwithstanding anything to the contrary in the preceding sentence, Senior Debt
will not include any liability for federal, state, local or other taxes owed or
owing by the Company, any trade payables or any of the Company’s indebtedness
owing to any of its Subsidiaries or other Affiliates.



          “Spin-Off” means a dividend or other distribution on the Common Stock of
shares of capital stock of any class or series, or similar equity interests, of
or relating to any Subsidiary of the Company or other business unit of the
Company.



          “Stated Maturity” means April 15, 2034.



          “Subsidiary” means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of capital stock or other equity interest entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other subsidiaries
of that Person (or a combination thereof) and (ii) any partnership (a) the sole
general partner or managing general partner of which is such Person or a
subsidiary of such Person or (b) the only general partners of which are such
Person or of one or more subsidiaries of such Person (or any combination
thereof).



          “Tax Original Issue Discount” means the amount of ordinary interest income
on a Debenture that must be accrued as original issue discount for United
States Federal income tax purposes pursuant to U.S. Treasury Regulation section
1.1275-4.



          “Trading Day” means a day during which trading in securities generally
occurs on the New York Stock Exchange or, if the Common Stock is not listed on
the New York Stock Exchange, on the principal other U.S. national or regional
securities exchange on which the Common Stock is then listed or, if the Common
Stock is not



11









 





listed on a U.S. national or regional securities exchange, on the
principal other market on which the Common Stock is then traded [; provided
that no day on which trading of the applicable security is suspended on such
exchange or other trading market will count as a Trading Day].



          “Trading Price” means, as of any of date of determination, the average of
the secondary market bid quotations per $1,000 principal amount of Debentures
obtained by the Bid Solicitation Agent for $5,000,000 aggregate principal
amount of Debentures at approximately 4:00 p.m., New York City time, on such
determination date from three independent nationally recognized securities
dealers [(none of which shall be an Affiliate of the Company) in the City of
New York] selected by the Company; provided, however, if at least three such
bids cannot be reasonably obtained by the Bid Solicitation Agent, but two bids
are obtained, then the average of the two bids shall be used, and if only one
such bid can be reasonably be obtained by the Bid Solicitation Agent, the one
shall be used. If, however, no bid is obtained by the Bid Solicitation Agent
or in the Company’s reasonable judgment, the bid quotations are not indicative
of the secondary market value of Debentures as of such determination date, then
the Trading Price per $1,000 principal amount of the Debentures for such
determination date will equal (i) the Conversion Rate as of such determination
date multiplied by (ii) the average Last Reported Sale Price for the Common
Stock on the five Trading Days ending on such determination date.



          “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended,
as it was in force at the date of this Indenture, except as provided in
Sections 11.03 and 15.05(b); provided that if the Trust Indenture Act of 1939
is amended after the date hereof, the term “Trust Indenture Act” shall mean, to
the extent required by such amendment, the Trust Indenture Act of 1939 as so
amended.



          “Trustee” means U.S. Bank National Association and its successors and any
corporation resulting from or surviving any consolidation or merger to which it
or its successors may be a party and any successor trustee at the time serving
as successor trustee hereunder.



          “Voting Stock” of any Person means capital stock of such Person that
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.



ARTICLE 2




ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND

EXCHANGE OF DEBENTURES




          Section 2.01. Designation Amount and Issue of Debentures. The Debentures
shall be designated as “4.25% Senior Subordinated Convertible Debentures due
2034”. Debentures not to exceed the aggregate principal amount of $230,000,000
(except Debentures authenticated and delivered pursuant to Sections 2.05, 2.06,
3.05, 3.06 and 15.02 hereof) may be executed by the Company and delivered to
the Trustee for



12









 





authentication, and the Trustee shall thereupon authenticate and deliver
said Debentures to or upon the written order of the Company, signed by its
Chief Executive Officer, its President, its Chief Operating Officer or any Vice
President (whether or not designated by a number or numbers or word or words
added before or after the title “Vice President”), without any further action
by the Company hereunder.



          Section 2.02. Form of Debentures. The Debentures and the Trustee’s
certificate of authentication to be borne by such Debentures shall be
substantially in the form set forth in Exhibit A. The terms and provisions
contained in the form of Debenture attached as Exhibit A hereto shall
constitute, and are hereby expressly made, a part of this Indenture and, to the
extent applicable, the Company and the Trustee, by their execution and delivery
of this Indenture, expressly agree to such terms and provisions and to be bound
thereby. Any of the Debentures may have such letters, numbers or other marks
of identification and such notations, legends, endorsements or changes as the
officers executing the same may approve (execution thereof to be conclusive
evidence of such approval) and as are not inconsistent with the provisions of
this Indenture, or as may be required by the Custodian, the Depositary or by
the National Association of Securities Dealers, Inc. or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any securities exchange or automated
quotation system on which the Debentures may be listed, or to conform to usage,
or to indicate any special limitations or restrictions to which any particular
Debentures are subject.



          So long as the Debentures are eligible for book-entry settlement with the
Depositary, or unless otherwise required by law, or otherwise contemplated by
Section 2.05(a), all of the Debentures will be represented by one or more
Debentures in global form registered in the name of the Depositary or the
nominee of the Depositary (a “Global Debenture”). The transfer and exchange of
beneficial interests in any such Global Debenture shall be effected through the
Depositary in accordance with this Indenture and the applicable procedures of
the Depositary. Except as provided in Section 2.05(a), beneficial holders of a
Global Debenture will not receive or be entitled to receive physical delivery
of certificates in definitive registered form and will not be considered
holders of such Global Debenture.



          Any Global Debenture shall represent such of the outstanding Debentures as
shall be specified therein and shall provide that it shall represent the
aggregate amount of outstanding Debentures from time to time endorsed thereon
and that the aggregate amount of outstanding Debentures represented thereby may
from time to time be increased or reduced to reflect redemptions, repurchases,
conversions, transfers or exchanges permitted hereby. Any endorsement of a
Global Debenture to reflect the amount of any increase or decrease in the
amount of outstanding Debentures represented thereby shall be made by the
Trustee or the Custodian, at the direction of the Trustee, in such manner and
upon instructions given by the holder of such Debentures in accordance with
this Indenture. Payment of principal of and Interest on any Global Debenture
shall be made to the holder of such Global Debenture.



13









 





          Section 2.03. Date and Denomination of Debentures; Payments of Interest.
The Debentures shall be issuable in fully registered form without interest
coupons in denominations of $1,000 principal amount and integral multiples
thereof. Each Debenture shall be dated the date of its authentication and
shall bear interest from the date specified on the face of the form of
Debenture attached as Exhibit A hereto. Interest on the Debentures shall be
computed on the basis of a 360-day year comprised of twelve 30-day months.



          The Person in whose name any Debenture (or its Predecessor Debenture) is
registered on the Debenture Register at the close of business on the Regular
Record Date with respect to an Interest Payment Date shall be entitled to
receive the Interest payable on such Interest Payment Date, except that the
Interest payable upon redemption or repurchase will be payable to the Person to
whom principal is payable pursuant to such redemption or repurchase (unless the
Redemption Date or the Repurchase Date, as the case may be, is an Interest
Payment Date, in which case the semi-annual payment of interest becoming due on
such date shall be payable to the holders of such Debentures registered as such
on the applicable Regular Record Date). Notwithstanding the foregoing, if any
Debenture (or portion thereof) is converted into Common Stock during the period
after a Regular Record Date to, but excluding, the next succeeding Interest
Payment Date and such Debenture (or portion thereof) has been called or
tendered for redemption on a Redemption Date which occurs during such period,
the Company shall not be required to pay interest on such Interest Payment Date
in respect of any such Debenture (or portion thereof), except as provided in
Section 15.02. The Company shall pay Interest (i) on any Debentures in
certificated form by check mailed to the address of the Person entitled thereto
as it appears in the Debenture Register (or upon written notice, by wire
transfer in immediately available funds, if such Person is entitled to Interest
on Debentures with an aggregate principal amount in excess of $2,000,000) or
(ii) on any Global Debenture by wire transfer of immediately available funds to
the account of the Depositary or its nominee.



          Any Interest on any Debenture which is payable, but is not punctually paid
or duly provided for, on any April 15 or October 15 (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Debentureholder on the
relevant Regular Record Date by virtue of his having been such Debentureholder,
and such Defaulted Interest shall 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 Debentures (or their
respective Predecessor Debentures) are registered at the close of
business on a “Special Record Date” for the payment of such
Defaulted Interest, which shall be the date 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 Debenture
and the date of the proposed payment (which shall be not less than
25 days after the receipt by the Trustee of such notice, unless
the Trustee shall consent to an earlier date), and at the same
time the Company shall deposit with the Trustee an amount of money
equal to



14









 






the aggregate amount to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee
for such deposit on or 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 mailed, first-class postage prepaid, to
each holder at his address as it appears in the Debenture
Register, 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
Debentures (or their respective Predecessor Debentures) are
registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following clause
(2) of this Section 2.03.




     (2) The Company may make payment of any Defaulted Interest in
any other lawful manner not inconsistent with the requirements of
any securities exchange or automated quotation system on which the
Debentures may be listed or designated for issuance, and upon such
notice as may be required by such exchange or automated quotation
system, 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.



          Section 2.04. Execution of Debentures. The Debentures shall be signed in
the name and on behalf of the Company by the manual or facsimile signature of
its Chief Executive Officer, President, Chief Operating Officer or any Vice
President (whether or not designated by a number or numbers or word or words
added before or after the title “Vice President”). Only such Debentures as
shall bear thereon a certificate of authentication substantially in the form
set forth on the form of Debenture attached as Exhibit A hereto, manually
executed by the Trustee (or an authenticating agent appointed by the Trustee as
provided by Section 17.12), shall be entitled to the benefits of this Indenture
or be valid or obligatory for any purpose. Such certificate by the Trustee (or
such an authenticating agent) upon any Debenture executed by the Company shall
be conclusive evidence that the Debenture so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture.



          In case any officer of the Company who shall have signed any of the
Debentures shall cease to be such officer before the Debentures so signed shall
have been authenticated and delivered by the Trustee, or disposed of by the
Company, such



15









 





Debentures nevertheless may be authenticated and delivered or disposed of
as though the Person who signed such Debentures had not ceased to be such
officer of the Company, and any Debenture may be signed on behalf of the
Company by such Persons as, at the actual date of the execution of such
Debenture, shall be the proper officers of the Company, although at the date of
the execution of this Indenture any such person was not such an officer.



          Section 2.05. Exchange and Registration of Transfer of Debentures;
Restrictions on Transfer. (a) The Company shall cause to be kept at the
Corporate Trust Office a register (the register maintained in such office and
in any other office or agency of the Company designated pursuant to Section
5.02 being herein sometimes collectively referred to as the “Debenture
Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Debentures and of
transfers of Debentures. The Debenture Register shall be in written form or in
any form capable of being converted into written form within a reasonably
prompt period of time. The Trustee is hereby appointed “Debenture Registrar”
for the purpose of registering Debentures and transfers of Debentures as herein
provided. The Company may appoint one or more co-registrars in accordance with
Section 5.02.



          Upon surrender for registration of transfer of any Debenture to the
Debenture Registrar or any co-registrar, and satisfaction of the requirements
for such transfer set forth in this Section 2.05, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Debentures of any authorized
denominations and of a like aggregate principal amount and bearing such legends
as may be required by this Indenture.



          Debentures may be exchanged for other Debentures of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Debentures to be exchanged at any such office or agency maintained by the
Company pursuant to Section 5.02. Whenever any Debentures are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Debentures which the Debentureholder making the exchange is
entitled to receive bearing registration numbers not contemporaneously
outstanding.



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



          All Debentures presented or surrendered for registration of transfer or
for exchange, redemption, repurchase or conversion shall (if so required by the
Company or the Debenture Registrar) be duly endorsed, or be accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Company, duly executed by the Debentureholder thereof or his attorney duly
authorized in writing.



          No service charge shall be made to any holder of Debentures for any
registration of, transfer or exchange of Debentures, but the Company may
require



16









 





payment by the holder of a sum sufficient to cover any tax, assessment or
other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Debentures.



          Neither the Company nor the Trustee nor any Debenture Registrar shall be
required to exchange or register a transfer of (a) any Debentures for a period
of 15 days next preceding any selection of Debentures to be redeemed, (b) any
Debentures or portions thereof called for redemption pursuant to Section 3.01,
(c) any Debentures or portions thereof surrendered for conversion pursuant to
Article 15, (d) any Debentures or portions thereof tendered for repurchase (and
not withdrawn) pursuant to Section 3.05 or (e) any Debentures or portions
thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.06.




          (b) The following provisions shall apply only to Global Debentures:




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




     (ii) Notwithstanding any other provision in this Indenture,
no Global Debenture may be exchanged in whole or in part for
Debentures registered, and no transfer of a Global Debenture in
whole or in part may be registered, in the name of any Person
other than the Depositary or a nominee thereof unless (A) the
Depositary (i) has notified the Company that it is unwilling or
unable to continue as Depositary for such Global Debenture and a
successor Depositary has not been appointed by the Company within
90 days or (ii) has ceased to be a clearing agency registered
under the Exchange Act, (B) an Event of Default has occurred and
is continuing, (C) the Company, in its sole discretion, notifies
the Trustee in writing that it no longer wishes to have all the
Debentures represented by Global Debentures or (D) any beneficial
holder reasonably requests such exchange on terms acceptable to
the Company, the Trustee and the Depositary, which in the case of
the Trustee may include, in the Trustee’s sole discretion, among
other things, the requirement that (i) the Trustee and any
Debenture Registrar receive (a) from the Company or the
Depositary, a written order, in either case requesting such
exchange, and an Opinion of Counsel (which upon receipt thereof
the Trustee and such Debenture Registrar shall be fully protected
in relying) to the effect that (x) all securities laws in
connection with such exchange have been complied with and (y) such
exchange is otherwise authorized or permitted by this Indenture;
and (b) from such beneficial holder (x) an affidavit as to its
beneficial ownership interest in such Global Debenture and/or (y)
an indemnity, reasonably satisfactory to the Trustee and such
Debenture Registrar, against any loss, liability or expense to the
Trustee and such Debenture Registrar to the extent that the
Trustee or Debenture Registrar



17









 






acts upon such order, affidavit and/or indemnity; and (ii)
such exchange can be accomplished in a manner that is practicable
and not inconsistent with the rules of any applicable Depositary
or securities exchange upon which the Debentures may be listed for
trading. Any Global Debenture exchanged pursuant to clause (A) or
(B) above shall be so exchanged in whole and not in part and any
Global Debenture exchanged pursuant to clause (C) or (D) above may
be exchanged in whole or from time to time in part as directed by
the Company. Any Debenture issued in exchange for a Global
Debenture or any portion thereof shall be a Global Debenture;
provided that any such Debenture so issued that is registered in
the name of a Person other than the Depositary or a nominee
thereof shall not be a Global Debenture.




     (iii) Debentures issued in exchange for a Global Debenture or
any portion thereof pursuant to clause (ii) above shall be issued
in definitive, fully registered form, without interest coupons,
shall have an aggregate principal amount equal to that of such
Global Debenture or portion thereof to be so exchanged, shall be
registered in such names and be in such authorized denominations
as the Depositary shall designate and shall bear any legends
required hereunder. Any Global Debenture to be exchanged in whole
shall be surrendered by the Depositary to the Trustee, as
Debenture Registrar. With regard to any Global Debenture to be
exchanged in part, either such Global Debenture shall be so
surrendered for exchange or, if the Trustee is acting as Custodian
for the Depositary or its nominee with respect to such Global
Debenture, the principal amount thereof shall be reduced, by an
amount equal to the portion thereof to be so exchanged, by means
of an appropriate adjustment made on the records of the Trustee.
Upon any such surrender or adjustment, the Trustee shall
authenticate and make available for delivery the Debenture
issuable on such exchange to or upon the written order of the
Depositary or an authorized representative thereof.




     (iv) In the event of the occurrence of any of the events
specified in clause (ii) above, the Company will promptly make
available to the Trustee a reasonable supply of certificated
Debentures in definitive, fully registered form, without interest
coupons.




     (v) Neither any members of, or participants in, the
Depositary (“Agent Members”) nor any other Persons on whose behalf
Agent Members may act shall have any rights under this Indenture
with respect to any Global Debenture registered in the name of the
Depositary or any nominee thereof, and the Depositary or such
nominee, as the case may be, may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the
absolute owner and holder of such Global Debenture for all
purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written
certification, proxy or other



18









 






authorization furnished by the Depositary or such nominee, as
the case may be, or impair, as between the Depositary, its Agent
Members and any other Person on whose behalf an Agent Member may
act, the operation of customary practices of such Persons
governing the exercise of the rights of a beneficial holder of any
Debenture.




     (vi) At such time as all interests in a Global Debenture have
been redeemed, repurchased, converted, canceled or exchanged for
Debentures in certificated form, such Global Debenture shall, upon
receipt thereof, be canceled by the Trustee in accordance with
standing procedures and instructions existing between the
Depositary and the Custodian. At any time prior to such
cancellation, if any interest in a Global Debenture is redeemed,
repurchased, converted, canceled or exchanged for Debentures in
certificated form, the principal amount of such Global Debenture
shall, in accordance with the standing procedures and instructions
existing between the Depositary and the Custodian, be
appropriately reduced, and an endorsement shall be made on such
Global Debenture, by the Trustee or the Custodian, at the
direction of the Trustee, to reflect such reduction.



                              (c) Each Debenture shall bear the following legend:




     THIS DEBENTURE IS SUBJECT TO UNITED STATES FEDERAL INCOME TAX
REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS. FOR PURPOSES
OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE
COMPARABLE YIELD OF THIS DEBENTURE IS 7.625%, COMPOUNDED SEMI-ANNUALLY
(WHICH WILL BE TREATED AS THE YIELD TO MATURITY FOR UNITED STATES FEDERAL
INCOME TAX PURPOSES).




     THE ISSUER AGREES, AND BY ACCEPTING A BENEFICIAL OWNERSHIP INTEREST
IN THIS DEBENTURE EACH HOLDER AND ANY BENEFICIAL OWNER OF THIS DEBENTURE
WILL BE DEEMED TO HAVE AGREED, FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES (1) TO TREAT THIS DEBENTURE AS A DEBT INSTRUMENT THAT IS SUBJECT
TO TREAS. REG. SEC. 1.1275-4 (THE “CONTINGENT PAYMENT REGULATIONS”), (2)
TO TREAT THE FAIR MARKET VALUE OF ANY COMMON STOCK RECEIVED UPON ANY
CONVERSION OF THIS DEBENTURE OR UPON A PURCHASE OF THIS DEBENTURE AT THE
HOLDER’S OPTION AS A CONTINGENT PAYMENT FOR PURPOSES OF THE CONTINGENT
PAYMENT REGULATIONS, AND (3) TO ACCRUE INTEREST WITH RESPECT TO THE
DEBENTURE AS ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES ACCORDING TO THE “NONCONTINGENT BOND METHOD,” SET FORTH IN THE
CONTINGENT PAYMENT REGULATIONS, AND TO BE BOUND BY THE ISSUER’S
DETERMINATION OF THE “COMPARABLE YIELD” AND “PROJECTED PAYMENT SCHEDULE,”
WITHIN THE MEANING OF THE CONTINGENT PAYMENT REGULATIONS, WITH RESPECT TO
THIS



19









 






     DEBENTURE. THE ISSUER AGREES TO PROVIDE PROMPTLY TO THE HOLDER OF
THIS DEBENTURE, UPON WRITTEN REQUEST, THE ISSUE PRICE, AMOUNT OF TAX
ORIGINAL ISSUE DISCOUNT, ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD
AND PROJECTED PAYMENT SCHEDULE. ANY SUCH WRITTEN REQUEST SHOULD BE SENT
TO THE ISSUER AT THE FOLLOWING ADDRESS: ALLIED WASTE INDUSTRIES, INC.,
15880 NORTH GREENWAY-HAYDEN LOOP, SUITE 100, SCOTTSDALE, ARIZONA 85260,
ATTN: [TREASURER].



          Section 2.06. Mutilated, Destroyed, Lost or Stolen Debentures. In case
any Debenture shall become mutilated or be destroyed, lost or stolen, the
Company in its discretion may execute, and upon its written request the Trustee
or an authenticating agent appointed by the Trustee shall authenticate and make
available for delivery, a new Debenture, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Debenture, or in
lieu of and in substitution for the Debenture so destroyed, lost or stolen. In
every case, the applicant for a substituted Debenture shall furnish to the
Company, to the Trustee and, if applicable, to such authenticating agent such
security or indemnity as may be required by them to save each of them harmless
for any loss, liability, cost or expense caused by or connected with such
substitution, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company, to the Trustee and, if applicable, to such
authenticating agent evidence to their satisfaction of the destruction, loss or
theft of such Debenture and of the ownership thereof.



          Following receipt by the Trustee or such authenticating agent, as the case
may be, of satisfactory security or indemnity and evidence, as described in the
preceding paragraph, the Trustee or such authenticating agent may authenticate
any such substituted Debenture and make available for delivery such Debenture.
Upon the issuance of any substituted Debenture, the Company may require the
payment by the holder of a sum sufficient to cover any tax, assessment or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Debenture which has matured or is
about to mature or has been called for redemption or has been tendered for
repurchase upon a Fundamental Change (and not withdrawn) or has been
surrendered for repurchase on a Repurchase Date (and not withdrawn) or is to be
converted into Common Stock shall become mutilated or be destroyed, lost or
stolen, the Company may, instead of issuing a substitute Debenture, pay or
authorize the payment of or convert or authorize the conversion of the same
(without surrender thereof except in the case of a mutilated Debenture), as the
case may be, if the applicant for such payment or conversion shall furnish to
the Company, to the Trustee and, if applicable, to such authenticating agent
such security or indemnity as may be required by them to save each of them
harmless from any loss, liability, cost or expense caused by or in connection
with such substitution, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Company, the Trustee and, if applicable,
any Paying Agent or Conversion Agent evidence to their satisfaction of the
destruction, loss or theft of such Debenture and of the ownership thereof.
Every substitute Debenture issued pursuant to the provisions of this Section
2.06 by virtue of the fact that any Debenture is destroyed, lost or stolen
shall constitute an additional contractual obligation of the Company, whether
or not the



20









 





destroyed, lost or stolen Debenture shall be found at any time, and shall
be entitled to all the benefits of (but shall be subject to all the limitations
set forth in) this Indenture equally and proportionately with any and all other
Debentures duly issued hereunder. To the extent permitted by law, all
Debentures shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment
or conversion or redemption or repurchase of mutilated, destroyed, lost or
stolen Debentures and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment or conversion or redemption
or repurchase of negotiable instruments or other securities without their
surrender.



          Section 2.07. Temporary Debentures. Pending the preparation of Debentures
in certificated form, the Company may execute and the Trustee or an
authenticating agent appointed by the Trustee shall, upon the written request
of the Company, authenticate and deliver temporary Debentures (printed or
lithographed). Temporary Debentures shall be issuable in any authorized
denomination, and substantially in the form of the Debentures in certificated
form, but with such omissions, insertions and variations as may be appropriate
for temporary Debentures, all as may be determined by the Company. Every such
temporary Debenture shall be executed by the Company and authenticated by the
Trustee or such authenticating agent upon the same conditions and in
substantially the same manner, and with the same effect, as the Debentures in
certificated form. Without unreasonable delay, the Company will execute and
deliver to the Trustee or such authenticating agent Debentures in certificated
form and thereupon any or all temporary Debentures may be surrendered in
exchange therefor, at each office or agency maintained by the Company pursuant
to Section 5.02 and the Trustee or such authenticating agent shall authenticate
and make available for delivery in exchange for such temporary Debentures an
equal aggregate principal amount of Debentures in certificated form. Such
exchange shall be made by the Company at its own expense and without any charge
therefor. Until so exchanged, the temporary Debentures shall in all respects
be entitled to the same benefits and subject to the same limitations under this
Indenture as Debentures in certificated form authenticated and delivered
hereunder.



          Section 2.08. Cancellation of Debentures. All Debentures surrendered for
the purpose of payment, redemption, repurchase, conversion, exchange or
registration of transfer shall, if surrendered to the Company or any Paying
Agent or any Debenture Registrar or any Conversion Agent, be surrendered to the
Trustee and promptly canceled by it, or, if surrendered to the Trustee, shall
be promptly canceled by it, and no Debentures shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. The
Trustee shall dispose of such canceled Debentures in accordance with its
customary procedures. If the Company shall acquire any of the Debentures, such
acquisition shall not operate as a redemption, repurchase or satisfaction of
the indebtedness represented by such Debentures unless and until the same are
delivered to the Trustee for cancellation.



          Section 2.09. CUSIP Numbers. The Company in issuing the Debentures may
use “CUSIP” or “ISIN” numbers and/or similar numbers (if then generally in
use),



21









 





and, if so, the Trustee shall use “CUSIP” and/or “ISIN” numbers in notices
of redemption as a convenience to Debentureholders; provided that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Debentures or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Debentures, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the “CUSIP” and/or similar
numbers.



ARTICLE 3




REDEMPTION AND REPURCHASE OF DEBENTURES




          Section 3.01. Company’s Right To Redeem. Prior to April 18, 2009, the
Debentures will not be redeemable at the Company’s option. At any time on or
after April 18, 2009 and prior to Stated Maturity, the Company, at its option,
may redeem the Debentures, in whole or in part, in accordance with the
provisions of Section 3.02, Section 3.03 and Section 3.04 on the Redemption
Date for a redemption price (the “Redemption Price”) in cash equal to 100% of
the principal amount of the Debentures to be redeemed together in each case
with accrued and unpaid Interest on the Debentures redeemed to, but excluding,
the Redemption Date.



          Section 3.02. Notice of Optional Redemption; Selection of Debentures. (a)
In case the Company shall desire to exercise the right to redeem all or, as
the case may be, any part of the Debentures pursuant to Section 3.01, it shall
fix a date for redemption (the “Redemption Date”) and it or, at its written
request received by the Trustee not fewer than 45 days prior (or such shorter
period of time as may be acceptable to the Trustee) to the Redemption Date, the
Trustee in the name of and at the expense of the Company, shall mail or cause
to be mailed a notice of such redemption (a “Redemption Notice”) not fewer than
30 nor more than 60 days prior to the Redemption Date to each holder of
Debentures so to be redeemed as a whole or in part at its last address as the
same appears on the Debenture Register; provided that if the Company shall give
such notice, it shall also give written notice of the Redemption Date to the
Trustee. Such mailing shall be by first class mail. The notice, if mailed in
the manner herein provided, shall be conclusively presumed to have been duly
given, whether or not the holder receives such notice. In any case, failure to
give such notice by mail or any defect in the notice to the holder of any
Debenture designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Debenture.
Concurrently with the mailing of any such Redemption Notice, the Company shall
issue a press release announcing such redemption, the form and content of which
press release shall be determined by the Company in its sole discretion. The
failure to issue any such press release or any defect therein shall not affect
the validity of the Redemption Notice or any of the proceedings for the
redemption of any Debenture called for redemption.




          (b) Each such Redemption Notice shall specify the aggregate principal
amount of Debentures to be redeemed, the CUSIP, ISIN or similar



22









 






number or numbers of the Debentures being redeemed, the Redemption
Date (which shall be a Business Day), the Redemption Price at which
Debentures are to be redeemed, the place or places of payment, that
payment will be made upon presentation and surrender of such Debentures,
that Interest accrued to the Redemption Date will be paid as specified in
said notice, and that on and after said date Interest thereon or on the
portion thereof to be redeemed will cease to accrue. Such notice shall
also state the current Conversion Rate and the date on which the right to
convert such Debentures or portions thereof into Common Stock will expire.
If fewer than all the Debentures are to be redeemed, the Redemption
Notice shall identify the Debentures to be redeemed (including CUSIP, ISIN
or similar numbers, if any). In case any Debenture is to be redeemed in
part only, the Redemption Notice shall state the portion of the principal
amount thereof to be redeemed and shall state that, on and after the
Redemption Date, upon surrender of such Debenture, a new Debenture or
Debentures in principal amount equal to the unredeemed portion thereof
will be issued.




          (c) On or prior to the Redemption Date specified in the Redemption
Notice given as provided in this Section 3.02, the Company will deposit
with the Trustee or with one or more Paying Agents (or, if the Company is
acting as its own Paying Agent, set aside, segregate and hold in trust as
provided in Section 5.04) an amount of money in immediately available
funds sufficient to redeem on the Redemption Date all the Debentures (or
portions thereof) so called for redemption (other than those theretofore
surrendered for conversion into Common Stock) at the appropriate
Redemption Price; provided that if such payment is made on the Redemption
Date it must be received by the Trustee or Paying Agent, as the case may
be, by 10:00 a.m., New York City time, on such date. The Company shall be
entitled to retain any interest, yield or gain on amounts deposited with
the Trustee or any Paying Agent pursuant to this Section 3.02(c) in excess
of amounts required hereunder to pay the Redemption Price and accrued
interest to, but excluding, the Redemption Date. Subject to the last
sentence of Section 8.05, if any Debenture called for redemption is
converted pursuant hereto prior to such Redemption Date, any money
deposited with the Trustee or any Paying Agent or so segregated and held
in trust for the redemption of such Debenture shall be paid to the Company
upon its written request, or, if then held by the Company, shall be
discharged from such trust. Whenever any Debentures are to be redeemed,
the Company will give the Trustee written notice in the form of an
Officers’ Certificate not fewer than 45 days (or such shorter period of
time as may be acceptable to the Trustee) prior to the Redemption Date as
to the aggregate principal amount of Debentures to be redeemed.




          (d) If less than all of the outstanding Debentures are to be
redeemed, the Trustee shall select the Debentures or portions thereof of
the Global Debenture or the Debentures in certificated form to be redeemed
(in principal amounts of $1,000 or integral multiples thereof) on a pro
rata basis unless otherwise required by law or applicable stock exchange
requirements. If any Debenture selected for partial redemption is
submitted for conversion in part after such selection, the portion of such
Debenture submitted for conversion shall be



23









 






deemed (so far as may be possible) to be from the portion selected
for redemption. The Debentures (or portions thereof) so selected shall be
deemed duly selected for redemption for all purposes hereof,
notwithstanding that any such Debenture is submitted for conversion in
part before the mailing of the Redemption Notice. Upon any redemption of
less than all of the outstanding Debentures, the Company and the Trustee
may (but need not), solely for purposes of determining the pro rata
allocation among such Debentures as are unconverted and outstanding at the
time of redemption, treat as outstanding any Debentures surrendered for
conversion during the period of 15 days next preceding the mailing of a
Redemption Notice and may (but need not) treat as outstanding any
Debenture authenticated and delivered during such period in exchange for
the unconverted portion of any Debenture converted in part during such
period.



          Section 3.03. Payment of Debentures Called for Redemption by the Company.
If notice of redemption has been given as provided in Section 3.02, the
Debentures or portion of Debentures with respect to which such notice has been
given shall, unless converted into Common Stock pursuant to the terms hereof,
become due and payable on the Redemption Date and at the place or places stated
in such notice at the applicable Redemption Price, and on and after the
Redemption Date (unless the Company shall default in the payment of such
Debentures at the Redemption Price) Interest on the Debentures or portion of
Debentures so called for redemption shall cease to accrue (so long as the
Company has deposited funds in accordance with Section 3.02(c)) and, after the
close of business on the second Business Day immediately preceding the
Redemption Date (unless the Company shall default in the payment of such
Debentures at the Redemption Price) such Debentures shall cease to be
convertible into Common Stock and, except as provided in Section 8.05, to be
entitled to any benefit or security under this Indenture, and the holders
thereof shall have no right in respect of such Debentures except the right to
receive the Redemption Price thereof. On presentation and surrender of such
Debentures at a place of payment in said notice specified, the said Debentures
or the specified portions thereof shall be paid and redeemed by the Company at
the applicable Redemption Price; provided that if the applicable Redemption
Date is an Interest Payment Date, the Interest payable on such Interest Payment
Date shall be paid on such Interest Payment Date to the holders of record of
such Debentures on the applicable record date instead of the holders
surrendering such Debentures for redemption on such date.



          Upon presentation of any Debenture redeemed in part only, the Company
shall execute and the Trustee shall authenticate and make available for
delivery to the holder thereof, at the expense of the Company, a new Debenture
or Debentures, of authorized denominations, in principal amount equal to the
unredeemed portion of the Debentures so presented.



          Notwithstanding the foregoing, the Trustee shall not redeem any Debentures
or mail any Redemption Notice during the continuance of a default in payment of
Interest on the Debentures. If any Debenture called for redemption shall not
be so paid upon surrender thereof for redemption, the principal shall, until
paid or duly provided for, continue to bear interest at the rate borne by the
Debenture, compounded



24









 





semi-annually, and such Debenture shall remain convertible into Common
Stock until the principal and Interest shall have been paid or duly provided
for. The Company will notify all of the holders if the Company redeems any of
the Debentures.



          Section 3.04. [Reserved].



          Section 3.05. Repurchase of Debentures by the Company at Option of Holders
upon a Fundamental Change. (a) If a Fundamental Change shall occur at any
time prior to Stated Maturity, each holder shall have the right, at such
holder’s option, to require the Company to repurchase any or all of such
holder’s Debentures, or any portion of the principal amount thereof that is
equal to $1,000 or an integral multiple of $1,000, on the date specified in the
Fundamental Change Repurchase Notice, which date shall be no more than 30 days
after the date of the Fundamental Change Repurchase Notice (subject to
extension to comply with applicable law) (the “Fundamental Change Repurchase
Date”). The Company shall repurchase such Debentures at a price (the
“Fundamental Change Repurchase Price”) equal to 100% of the principal amount
thereof plus any accrued and unpaid Interest to but excluding the Fundamental
Change Repurchase Date.




                         (b) On or before the 30th day after the occurrence of a Fundamental
Change, the Company, or at its written request the Trustee in the name of
and at the expense of the Company (which request must be received by the
Trustee at least five Business Days prior to the date the Trustee is
requested to give notice as described below, unless the Trustee shall
agree to a shorter period), shall mail or cause to be mailed, by first
class mail, to all holders of record on such date a notice (the
“Fundamental Change Repurchase Notice”) of the occurrence of such
Fundamental Change and of the repurchase right at the option of the
holders arising as a result thereof to each holder of Debentures at its
last address as the same appears on the Debenture Register; provided that
if the Company shall give such notice, it shall also give written notice
of the Fundamental Change to the Trustee and Paying Agent, if other than
the Trustee, at such time as it is mailed to Debentureholders. Such
notice, if mailed in the manner herein provided, shall be conclusively
presumed to have been duly given, whether or not the holder receives such
notice. Each Fundamental Change Repurchase Notice shall state, among
other things:




     (i) the events causing the Fundamental Change;




     (ii) the date of the Fundamental Change;




     (iii) the last date on which a holder may exercise the
repurchase right;




     (iv) the Fundamental Change Repurchase Price, excluding
accrued and unpaid Interest, the applicable Conversion Rate at the
time of such notice (and any applicable adjustments to the
Conversion Rate) and, to the extent known at the time of such
notice, the amount of Interest that will be



25









 






payable with respect to the Debentures on the Fundamental
Change Repurchase Date;




     (v) the Fundamental Change Repurchase Date;




     (vi) the name and address of the Paying Agent and the
Conversion Agent;




     (vii) whether the Company elects to pay the Fundamental
Change Repurchase Price in cash, in shares of Common Stock or a
combination thereof, specifying the percentage or amount of each;




     (viii) that Debentures as to which a Fundamental Change
Repurchase Election has been given by the holder may be converted
only if the election has been withdrawn by the holder in
accordance with the terms of this Indenture; provided that the
Debentures are otherwise convertible in accordance with Section
15.01;




     (ix) that the holder shall have the right to withdraw any
Debentures surrendered prior to the close of business on the
Business Day immediately preceding the Fundamental Change
Repurchase Date (or any such later time as may be required by
applicable law);




     (x) a description of the procedures which a Debentureholder
must follow to exercise such repurchase right or to withdraw any
surrendered Debentures;




     (xi) the CUSIP, ISIN or similar number or numbers of the
Debentures (if then generally in use); and




     (xii) briefly, the conversion rights of the Debentures and
whether, at the time of such notice, the Debentures are eligible
for conversion.



          No failure of the Company to give the foregoing notices and no defect
therein shall limit the Debentureholders’ repurchase rights or affect the
validity of the proceedings for the repurchase of the Debentures pursuant to
this Section 3.05.




                         (c) Debentures shall be repurchased pursuant to this Section 3.05 at
the option of the holder upon:




     (i) delivery to the Trustee (or other Paying Agent appointed
by the Company) by a holder of a duly completed notice (a
“Fundamental Change Repurchase Election”) in the form set forth on
the reverse of the Debenture at any time prior to the close of
business on the Business Day immediately preceding the Fundamental
Change Repurchase Date (subject to extension to comply with
applicable law) stating:



26









 






     (A) if certificated, the certificate numbers of the
Debentures which the holder shall deliver to be repurchased;




     (B) the portion of the principal amount of the Debentures
that the holder shall deliver to be repurchased, which portion
must be $1,000 or an integral multiple thereof; and




     (C) that such Debentures shall be repurchased as of the
Fundamental Change Repurchase Date pursuant to the terms and
conditions specified in the Debentures and in this Indenture;
and




     (ii) delivery or book-entry transfer of the Debentures to the
Trustee (or other Paying Agent appointed by the Company) at any
time prior to the close of business on the Business Day
immediately preceding the Fundamental Change Repurchase Date
(subject to extension to comply with applicable law) (together
with all necessary endorsements) at the Corporate Trust Office of
the Trustee (or other Paying Agent appointed by the Company), such
delivery or transfer being a condition to receipt by the holder of
the Fundamental Change Repurchase Price therefor; provided that
such Fundamental Change Repurchase Price shall be so paid pursuant
to this Section 3.05 only if the Debentures so delivered or
transferred to the Trustee (or other Paying Agent appointed by the
Company) shall conform in all respects to the description thereof
in the related Fundamental Change Repurchase Election. All
questions as to the validity, eligibility (including time of
receipt) and acceptance of any Debenture for repurchase shall be
determined by the Company, whose determination shall be final and
binding absent manifest error.



          If the Debentures are not in certificated form, holders must provide
notice of their election in accordance with the appropriate procedures of the
Depositary.



          Section 3.06. Repurchase of Debentures by the Company at Option of Holders
on Specified Dates. (a) On each of April 15, 2011, April 15, 2014, April 15,
2019, April 15, 2024 and April 15, 2029 (each, a “Company Repurchase Date”),
each holder shall have the right, at such holder’s option, to require the
Company to repurchase all of such holder’s Debentures, or any portion of the
principal amount thereof that is an integral multiple of $1,000. The Company
shall repurchase such Debentures at a price (the “Company Repurchase Price”)
equal to 100% of the principal amount thereof plus any accrued and unpaid
Interest to, but excluding, the Company Repurchase Date.




                         (b) On or before the 20th day prior to each Company Repurchase Date,
the Company, or at its written request the Trustee in the name of and at
the expense of the Company (which request must be received by the Trustee
at least five Business Days prior to the date the Trustee is requested to
give notice as described below, unless the Trustee shall agree to a
shorter period), shall mail or cause to be mailed, by first class mail, to
all holders of record on such date a notice (the “Company Repurchase
Notice”) to each holder of Debentures at its last



27









 






address as the same appears on the Debenture Register, and to
beneficial owners as required by applicable law; provided that if the
Company shall give such notice, it shall also give written notice to the
Trustee and Paying Agent, if other than the Trustee, at such time as it is
mailed to Debentureholders. Such notice, if mailed in the manner herein
provided, shall be conclusively presumed to have been duly given, whether
or not the holder receives such notice. Each Company Repurchase Notice
shall state, among other things:




     (i) the Company Repurchase Price, excluding accrued and
unpaid Interest, the applicable Conversion Rate at the time of
such notice (and any applicable adjustments to the Conversion
Rate) and, to the extent known at the time of such notice, the
amount of Interest that will be payable with respect to the
Debentures on the Company Repurchase Date;




     (ii) the Company Repurchase Date;




     (iii) the last date on which a holder may exercise the
repurchase right;




     (iv) whether the Company elects to pay the Company Repurchase
Price in cash, in shares of Common Stock or a combination thereof,
specifying the percentage or amounts of each;




     (v) the name and address of the Paying Agent and the
Conversion Agent;




     (vi) that Debentures as to which a Company Repurchase
Election has been given by the holder may be converted only if the
election has been withdrawn by the holder in accordance with the
terms of this Indenture; provided that the Debentures are
otherwise convertible in accordance with Section 15.01;




     (vii) that the holder shall have the right to withdraw any
Debentures surrendered prior to the close of business on the
Business Day immediately preceding the Company Repurchase Date (or
any such later time as may be required by applicable law);




     (viii) a description of the procedures which a
Debentureholder must follow to exercise such repurchase right or
to withdraw any surrendered Debentures;




     (ix) the CUSIP, ISIN or similar number or numbers of the
Debentures (if then generally in use); and




     (x) briefly, the conversion rights of the Debentures and
whether, at the time of such notice, the Debentures are eligible
for conversion.



28









 





          No failure of the Company to give the foregoing notices and no defect
therein shall limit the Debentureholders’ repurchase rights or affect the
validity of the proceedings for the repurchase of the Debentures pursuant to
this Section 3.06.




                         (c) Debentures shall be repurchased pursuant to this Section 3.06 at
the option of the holder upon:




     (i) delivery to the Trustee (or other Paying Agent appointed
by the Company) by a holder of a duly completed notice (a “Company
Repurchase Election”) in the form set forth on the reverse of the
Debenture at any time from the opening of business on the 20th
Business Day preceding the Company Repurchase Date until the close
of business on the Business Day immediately preceding the Company
Repurchase Date stating:




     (A) if certificated, the certificate numbers of the
Debentures which the holder shall deliver to be repurchased;




     (B) the portion of the principal amount of the Debentures
that the holder shall deliver to be repurchased, which portion
must be $1,000 or an integral multiple thereof; and




     (C) that such Debentures shall be repurchased as of the
Company Repurchase Date pursuant to the terms and conditions
specified in the Debentures and in the Indenture; and




     (ii) delivery or book-entry transfer of the Debentures to the
Trustee (or other Paying Agent appointed by the Company) at any
time after delivery of the Company Repurchase Election (together
with all necessary endorsements) at the Corporate Trust Office of
the Trustee (or other Paying Agent appointed by the Company), such
delivery or transfer being a condition to receipt by the holder of
the Company Repurchase Price therefor; provided that such Company
Repurchase Price shall be so paid pursuant to this Section 3.06
only if the Debentures so delivered or transferred to the Trustee
(or other Paying Agent appointed by the Company) shall conform in
all respects to the description thereof in the related Company
Repurchase Election. All questions as to the validity,
eligibility (including time of receipt) and acceptance of any
Debenture for repurchase shall be determined by the Company, whose
determination shall be final and binding absent manifest error.



          If the Debentures are not in certificated form, holders must provide
notice of their election in accordance with the appropriate procedures of the
Depositary.



          Section 3.07. Company’s Right To Elect Manner of Payment of Repurchase
Price. (a) The Debentures to be repurchased by the Company on any Repurchase
Date pursuant to Section 3.05 or Section 3.06, may be paid for, in whole or in
part, at the election of the Company (in the Company’s sole discretion), in
U.S. legal



29









 





tender (“cash”), shares of Common Stock, or in any combination of cash and
shares of Common Stock, subject to the conditions set forth in Section 3.07(e);
provided that accrued and unpaid Interest and any fractional interest in shares
of Common Stock shall be paid in cash in an amount based upon the Last Reported
Sale Price with respect to the applicable Repurchase Date. The Company shall
designate in its Repurchase Notice whether the Company will purchase the
Debentures for cash or shares of Common Stock, or, if a combination thereof,
the percentage of the Repurchase Price that it will pay in cash and the
percentage that it will pay in shares of Common Stock; provided that the
Company will pay cash for accrued and unpaid Interest and for fractional
interests in shares of Common Stock in an amount based upon the Last Reported
Sale Price with respect to the applicable Repurchase Date. For purposes of
determining the amount of any fractional interests, all Debentures subject to
repurchase held by a holder shall be considered together (no matter how many
separate certificates are to be presented).




                         (b) Each holder whose Debentures are repurchased pursuant to Section
3.05 or Section 3.06 shall receive the same percentage of cash or shares
of Common Stock in payment of the Repurchase Price for such Debentures as
any other holder whose Debentures are so repurchased, except (i) as
provided in Section 3.07(a) with regard to the payment of cash in lieu of
fractional shares of Common Stock and (ii) in the event that the Company
is unable to purchase the Debentures of a holder or holders for shares of
Common Stock because any necessary qualifications or registrations of the
            shares of Common Stock under applicable state securities laws cannot be
obtained, or because the conditions to purchasing such Debentures for
            shares of Common Stock set forth in Section 3.07(e) have not been
satisfied, the Company may purchase the Debentures of such holder or
holders for cash. The Company may not change its election with respect to
the consideration (or components or percentages of components thereof) to
be paid once the Company has given its Repurchase Notice to holders except
as provided in the preceding sentence or pursuant to Section 3.07(e) in
the event of a failure to satisfy, prior to the close of business on the
Business Day immediately preceding the Repurchase Date, any condition to
the payment of the Repurchase Price in whole or in part in shares of
Common Stock.




                         (c) At least three Business Days before the date of any Repurchase
Notice, the Company shall deliver an Officers’ Certificate to the Trustee
specifying:




     (i) the manner of payment selected by the Company;




     (ii) the information required to be included in the
Repurchase Notice;




     (iii) if the Company elects to pay the Repurchase Price, or a
specified percentage thereof, in shares of Common Stock, to the
extent applicable, that the conditions to such manner of payment
set forth in Section 3.07(e) have been or will be complied with;
and



30









 






     (iv) whether the Company desires the Trustee to give the
Repurchase Notice required.




                         (d) If the Company elects to pay the Repurchase Price, or any
percentage thereof, with respect to a Repurchase Date in shares of Common
Stock, the number of shares of Common Stock to be delivered with respect
to each $1,000 principal amount of Debentures shall be equal to the
quotient obtained by dividing (i) the dollar amount of the Repurchase
Price (not including any accrued and unpaid interest) to be paid in shares
of Common Stock by (ii) the average Last Reported Sale Prices of the
Common Stock for the five Trading Days immediately preceding the
Repurchase Date; provided that no fractional shares will be delivered.




                         (e) The Company’s right to elect to pay some or all of the Repurchase
Price with respect to a Repurchase Date by delivering shares of Common
Stock shall be conditioned upon:




     (i) the Company giving timely notice of its election and not
having previously given notice of an election to pay the
Repurchase Price with respect to such Repurchase Date entirely in
cash;




     (ii) the approval for listing of such shares of Common Stock
on each U.S. national or regional securities exchange on which the
Common Stock is then listed, subject to official notice of
issuance, and approval of trading of such shares of Common Stock
on the New York Stock Exchange or other similar securities
exchange on which the Common Stock is then traded;




     (iii) information necessary to calculate the Last Reported
Sale Price being published in a daily newspaper of national
circulation or being otherwise readily publicly available;




     (iv) any necessary qualification or registration under
applicable state securities laws or the availability of an
exemption from such qualification and registration; and




     (v) the receipt by the Trustee of an Officers’ Certificate
and an Opinion of Counsel each stating that (A) the terms of the
issuance of the shares of Common Stock are in conformity with this
Indenture and (B) the shares of Common Stock to be issued by the
Company in payment of the Repurchase Price in respect of
Debentures have been duly authorized and, when issued and
delivered pursuant to the terms of this Indenture in payment of
the Repurchase Price will be validly issued, fully paid and
nonassessable and free from preemptive rights under the Company’s
Certificate of Incorporation and By-laws, in each case as then in
effect, and the Delaware General Corporation Law (or other
applicable corporate law), and, in the case of such Officers’
Certificate, stating that each of the



31









 






conditions in this clause (e) have been satisfied and, in the
case of such Opinion of Counsel, stating that the condition in
clause (iv) above has been satisfied.



          If the foregoing conditions are not satisfied with respect to a holder or
holders prior to the close of business on the Business Day immediately
preceding the Repurchase Date the Company shall pay the entire Repurchase Price
of the Debentures of such holder or holders in cash.



          Upon determination of the actual number of shares of Common Stock to be
issued upon repurchase of Debentures, the Company shall be required to
disseminate a press release through Dow Jones & Company, Inc., Bloomberg
Business News or a comparable news service containing this information or
publish the information on the Company’s website on the World Wide Web or
through such other public medium as the Company may use at that time.




                         (f) All shares of Common Stock delivered upon repurchase or
redemption of the Debentures shall be newly issued shares or
treasury shares, shall be duly authorized, validly issued, fully paid and
nonassessable, and shall be free from preemptive rights and free of any
lien or adverse claim.




                         (g) If a holder is paid some or all of the Repurchase Price with
respect to such holder’s Debentures in shares of Common Stock, the Company
shall pay any documentary, stamp or similar issue or transfer tax due on
such issue of Common Stock; provided that the holder shall pay any such
tax which is due because the holder requests the Common Stock to be issued
in a name other than that of the holder. The Paying Agent may refuse to
deliver the certificates representing the shares of Common Stock being
issued in a name other than the holder’s name until the Paying Agent
receives a sum sufficient to pay any tax which will be due because
the shares of Common Stock are to be issued in a name other than the holder’s
name. Nothing herein shall preclude any income tax withholding required
by law or regulations.



          Section 3.08. Conditions and Procedures for Repurchase at Option of
Holders. (a) The Company shall repurchase from the holder thereof, pursuant
to Section 3.05 or Section 3.06, a portion of a Debenture, if the principal
amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of
this Indenture that apply to the repurchase of all of a Debenture also apply to
the repurchase of such portion of such Debenture. Upon presentation of any
Debenture repurchased in part only, the Company shall execute and the Trustee
shall authenticate and make available for delivery to the holder thereof, at
the expense of the Company, a new Debenture or Debentures, of any authorized
denomination, in aggregate principal amount equal to the portion of the
Debentures presented not repurchased.




                         (b) On or prior to a Repurchase Date, the Company will deposit with
the Trustee or with one or more Paying Agents (or, if the Company is
acting as its own Paying Agent, set aside, segregate and hold in trust as
provided in



32









 






Section 5.04) an amount of money sufficient to repurchase on the
Repurchase Date all the Debentures or portions thereof to be repurchased
on such date at the Repurchase Price; provided that if such deposit is
made on the Repurchase Date it must be received by the Trustee or Paying
Agent, as the case may be, by 10:00 a.m., New York City time, on such
date.



          If the Trustee or other Paying Agent appointed by the Company, or the
Company or an Affiliate of the Company, if it or such Affiliate is acting as
the Paying Agent, holds money sufficient to pay the aggregate Repurchase Price
of all the Debentures or portions thereof that are to be repurchased on the
Repurchase Date, then, on the Business Day following such date (i) such
Debentures will cease to be outstanding, (ii) Interest on such Debentures will
cease to accrue (whether or not book-entry transfer of the Debentures has been
made or the Debentures have been delivered to the Trustee or Paying Agent) and
(iii) all other rights of the holders of such Debentures will terminate (other
than the right to receive the Repurchase Price upon transfer or delivery of the
Debentures).




                         (c) Upon receipt by the Trustee (or other Paying Agent appointed by
the Company) of a Repurchase Election, the holder of the Debenture in
respect of which such Repurchase Election was given shall (unless such
notice is validly withdrawn) thereafter be entitled to receive solely the
Repurchase Price with respect to such Debenture. Such Repurchase Price
shall be paid to such holder, subject to receipt of funds and/or
Debentures by the Trustee (or other Paying Agent appointed by the
Company), promptly [(but in no event more than five Business Days)]
following the later of (x) the Repurchase Date with respect to such
Debenture (provided the holder has satisfied the conditions in Section
3.05(c) or Section 3.06(c), as applicable) and (y) the time of book-entry
transfer or delivery of such Debenture to the Trustee (or other Paying
Agent appointed by the Company) by the holder thereof in the manner
required by Section 3.05(c) or Section 3.06(c), as applicable. Debentures
in respect of which a Repurchase Election has been given by the holder
thereof may not be converted pursuant to Article 15 hereof on or after the
date of the delivery of such Repurchase Election unless such notice has
first been validly withdrawn.




                         (d) Notwithstanding anything herein to the contrary, any holder
delivering to the office of the Trustee (or other Paying Agent appointed
by the Company) a Repurchase Election shall have the right to withdraw
such election, in whole or in part, at any time prior to the close of
business on the Business Day preceding the Repurchase Date (or any such
later time as may be required by applicable law) by delivery of a written
notice of withdrawal to the Trustee (or other Paying Agent appointed by
the Company) specifying:




     (i) the principal amount of the Debenture with respect to
which such notice of withdrawal is being submitted, and




     (ii) the certificate number, if any, of the Debenture in
respect of which such notice of withdrawal is being submitted, or
the appropriate



33









 






Depositary information if the Debenture in respect of which
such notice of withdrawal is being submitted is represented by a
Global Debenture,




     (iii) the principal amount, if any, of such Debenture which
remains subject to the original Repurchase Election and which has
been or will be delivered for repurchase by the Company.



          If the Debentures are not in certificated form, holders must provide
notice of their withdrawal in accordance with the appropriate procedures of the
Depositary.



     The Trustee (or other Paying Agent appointed by the Company) shall
promptly notify the Company of the receipt by it of any Repurchase Election or
written notice of withdrawal thereof.




                         (e) The Company will comply with the provisions of Rule 13e-4 and any
other tender offer rules under the Exchange Act to the extent then
applicable in connection with the repurchase rights of the holders of
Debentures at the time of a Fundamental Change Repurchase Date or a
Company Repurchase Notice. If then required by applicable rules, the
Company will file a Schedule TO or any other schedule required in
connection with any offer by the Company to repurchase Debentures.




                         (f) There shall be no repurchase of any Debentures pursuant to
Section 3.05 or Section 3.06 if there has occurred at any time prior to,
and is continuing on, the Repurchase Date an Event of Default (other than
an Event of Default that is cured by the payment of the Repurchase Price
with respect to such Debentures). The Paying Agent will promptly return
to the respective holders thereof any Debentures (x) with respect to which
a Repurchase Election has been withdrawn in compliance with this
Indenture, or (y) held by it during the continuance of an Event of Default
(other than a default in the payment of the Repurchase Price with respect
to such Debentures) in which case, upon such return, the Repurchase
Election with respect thereto shall be deemed to have been withdrawn.




                         (g) The Trustee (or other Paying Agent appointed by the Company)
shall return to the Company any cash that remains unclaimed as provided in
Section 13.03, together with interest, if any, thereon, held by them for
the payment of the Repurchase Price; provided that to the extent that the
aggregate amount of cash deposited by the Company pursuant to Section
3.08(b) exceeds the aggregate Repurchase Price of the Debentures or
portions thereof which the Company is obligated to purchase as of the
Repurchase Date then, unless otherwise agreed in writing with the Company,
promptly after the Business Day following the Repurchase Date, the Trustee
shall return any such excess to the Company together with interest, if
any, thereon.




                         (h) In the case of a reclassification, change, consolidation, merger,
binding share exchange, combination, sale or conveyance to which



34









 






Section 15.05(b) applies, in which the Common Stock of the Company is
changed or exchanged as a result into the right to receive cash,
securities or other property, which includes shares of Common Stock of the
Company or shares of common stock of another Person that are, or upon
issuance will be, traded on a U.S. national securities exchange or
approved for trading on an established automated over-the-counter trading
market in the United States and such shares constitute at the time such
change or exchange becomes effective in excess of 50% of the aggregate
fair market value of such cash, securities or other property (as
determined by the Company, which determination shall be conclusive and
binding), then the Person formed by such consolidation or resulting from
such merger or which acquires such assets, as the case may be, shall
execute and deliver to the Trustee a supplemental indenture (accompanied
by an Opinion of Counsel that such supplemental indenture complies with
the Trust Indenture Act as in force at the date of execution of such
supplemental indenture) modifying the provisions of this Indenture
relating to the right of holders of the Debentures to cause the Company to
repurchase the Debentures following a Fundamental Change, including
without limitation the applicable provisions of this Article 3 and the
definition of Fundamental Change, as appropriate, as determined in good
faith by the Company (which determination shall be conclusive and
binding), to make such provisions apply to such other Person if different
from the Company (in lieu of the Company).



ARTICLE 4




CONTINGENT INTEREST




          Section 4.01. Contingent Interest. Additional interest (“Contingent
Interest”) will accrue on each Debenture during an Interest Period, beginning
with the Interest Period commencing on April 15, 2009, if the average Trading
Price of the Debentures during the Applicable Five-Day Trading Period equals or
exceeds 125% of the principal amount of the Debentures. If Contingent Interest
accrues during an Interest Period pursuant to the preceding sentence, the
amount of Contingent Interest payable with respect to such Interest Period per
$1,000 principal amount of Debentures shall equal 0.25% of the average Trading
Price during the Applicable Five-Day Trading Period with respect to such
Interest Period. The Trustee’s sole responsibility pursuant to this Section
4.01 shall be to obtain the bids for determining the Trading Price of the
Debentures for each Trading Day during the Applicable Five-Day Trading Period
and to provide such information to the Company, to the extent that the Trustee
is then the Bid Solicitation Agent. The Company shall determine the Trading
Price and whether holders are entitled to receive Contingent Interest, and if
so, provide notice pursuant to Section 4.03. Notwithstanding any term
contained in this Indenture or any other document to the contrary, the Trustee
shall have no responsibilities, duties or obligations for or with respect to
(i) determining whether the Company must pay Contingent Interest or (ii)
determining the amount of Contingent Interest, if any, payable by the Company.



          Section 4.02. Payment of Contingent Interest. Contingent Interest for any
Interest Period shall be paid on the immediately succeeding Interest Payment
Date to the Person in whose name any Debenture (or its Predecessor Debenture)
is registered on the





35









 




Debenture Register at the close of business on the corresponding Regular
Record Date. Contingent Interest due under this Article 4 shall be treated for
all purposes of this Indenture like any other interest accruing on the
Debentures.




          Section 4.03. Contingent Interest Notification. As soon as practicable
following the first Business Day of an Interest Period for which Contingent
Interest will be payable pursuant to Section 4.01, the Company shall issue a
press release stating that Contingent Interest will be paid on the Debentures
and identifying the Interest Period and publish the information on its website
on the World Wide Web.




               (b) On any Interest Payment Date on which Contingent Interest is
payable pursuant to this Article 4, the Company shall deliver notice to
the Trustee, issue a press release stating the amount of such Contingent
Interest and setting the forth the manner in which such amount was
calculated and publish such information on its website on the World Wide
Web.



ARTICLE 5




PARTICULAR COVENANTS OF THE COMPANY




          Section 5.01. Payment of Principal and Interest. The Company covenants
and agrees that it will duly and punctually pay or cause to be paid the
principal of (including any Redemption Price or Repurchase Price pursuant to
Article 3) and Interest on each of the Debentures at the places, at the
respective times and in the manner provided herein and in the Debentures.



          Section 5.02. Maintenance of Office or Agency. The Debentures may be
surrendered for registration of transfer or exchange or for presentation for
payment or for conversion, redemption or repurchase and notices and demands to
or upon the Company in respect of the Debentures and this Indenture at the
Corporate Trust Office of the Trustee. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of any
such office or agency. The Company may also from time to time designate
co-registrars and one or more offices or agencies where the Debentures may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations. The Company will give prompt written notice of any
such designation or rescission and of any change in the location of any such
other office or agency.



          The Company hereby initially designates the Trustee as Paying Agent,
Debenture Registrar, Custodian, Bid Solicitation Agent and Conversion Agent,
and [each of] the Corporate Trust Office [and the office of agency of the
Trustee in the Borough of Manhattan] shall be considered as one such office or
agency of the Company for each of the aforesaid purposes.



          So long as the Trustee is the Debenture Registrar, the Trustee agrees to
mail, or cause to be mailed, the notices set forth in Section 8.10(a) and the
third paragraph of Section 8.11. If co-registrars have been appointed in
accordance with this



36









 




Section, the Trustee shall mail such notices only to the Company and the
holders of Debentures it can identify from its records.




          Section 5.03. Appointments to Fill vacancies in Trustee’s Office. The
Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 8.10, a Trustee, so
that there shall at all times be a Trustee hereunder.



          Section 5.04. Provisions as to Paying Agent. If the Company shall appoint
a Paying Agent other than the Trustee, or if the Trustee shall appoint such a
Paying Agent, the Company will cause such Paying Agent 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 5.04:




     (1) that it will hold all sums held by it as such agent for the
payment of the principal of or Interest on the Debentures (whether such
sums have been paid to it by the Company or by any other obligor on the
Debentures) in trust for the benefit of the holders of the Debentures;




     (2) that it will give the Trustee notice of any failure by the
Company (or by any other obligor on the Debentures) to make any payment
of the principal of or Interest on the Debentures when the same shall be
due and payable; and




     (3) that at any time during the continuance of an Event of Default,
upon request of the Trustee, it will forthwith pay to the Trustee all
sums so held in trust.



          The Company shall, on or before each due date of the principal of or
Interest on the Debentures, deposit with the Paying Agent a sum (in funds which
are immediately available on the due date for such payment) sufficient to pay
such principal or Interest, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of any failure to take such action;
provided that if such deposit is made on the due date, such deposit shall be
received by the Paying Agent by 10:00 a.m., New York City time, on such date.




               (b) If the Company shall act as its own Paying Agent, it will, on or
before each due date of the principal of or Interest on the Debentures,
set aside, segregate and hold in trust for the benefit of the holders of
the Debentures a sum sufficient to pay such principal or Interest so
becoming due and will promptly notify the Trustee of any failure to take
such action and of any failure by the Company (or any other obligor under
the Debentures) to make any payment of the principal of or Interest on the
Debentures when the same shall become due and payable.




               (c) Anything in this Section 5.04 to the contrary notwithstanding,
the Company may, at any time, for the purpose of obtaining a satisfaction
and discharge of this Indenture, or for any other reason, pay or cause to
be paid to the Trustee all sums held in trust by the Company or any Paying
Agent hereunder as required by this Section 5.04, such sums to be held by
the Trustee upon the trusts



37









 






	 	 	herein contained and upon such payment by the Company or any Paying
Agent to the Trustee, the Company or such Paying Agent shall be released
from all further liability with respect to such sums.






               (d) Anything in this Section 5.04 to the contrary notwithstanding,
the agreement to hold sums in trust as provided in this Section 5.04 is
subject to Sections 13.02 and 13.03.



          The Trustee shall not be responsible for the actions of any other Paying
Agents (including the Company if acting as its own Paying Agent) and shall have
no control of any funds held by such other Paying Agents.



          Section 5.05. Existence. Subject to Article 12, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence and rights (charter and statutory); provided that the
Company shall not be required to preserve any such right if the Company 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 Debentureholders.



          Section 5.06. [Reserved].



          Section 5.07. [Reserved].



          Section 5.08. Compliance Certificate. The Company shall deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company
(which fiscal year of the Company is presently the twelve calendar months
ending December 31), a certificate signed by either the principal executive
officer, principal financial officer or principal accounting officer of the
Company, stating whether or not to the best knowledge of the signer thereof the
Company 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 shall be
in default, specifying all such defaults and the nature and the status thereof
of which the signer may have knowledge.



          The Company will deliver to the Trustee, promptly upon becoming aware of
(i) any default in the performance or observance of any covenant, agreement or
condition contained in this Indenture, or (ii) any Event of Default, an
Officers’ Certificate specifying with particularity such default or Event of
Default and further stating what action the Company has taken, is taking or
proposes to take with respect thereto.



          Any notice required to be given under this Section 5.08 shall be delivered
to a Responsible Officer of the Trustee at its Corporate Trust Office.



          Section 5.09. Contingent Debt Tax Treatment. The Company agrees and, by
acceptance of a Debenture, each beneficial holder of a Debenture will be deemed
to have agreed to treat the Debentures as indebtedness of the Company for U.S.
federal income tax purposes that are subject to the regulations governing
contingent payment debt instruments and to be bound (in the absence of an
administrative determination or



38









 




judicial ruling to the contrary) by the Company’s determination of the
comparable yield and projected payment schedule within the meaning of the
regulations governing contingent payment debt instruments. A holder of
Debentures may obtain the amount of original issue discount, issue date, yield
to maturity, comparable yield and projected payment schedule for the
Debentures, determined by the Company pursuant to Treas. Reg. Sec. 1.1275-4, by
submitting a written request for it to the Company at the following address:
Allied Waste Industries, Inc., 15880 North Greenway-Hayden Loop, Suite 100,
Scottsdale, Arizona 85260, Attention: [Treasurer].




ARTICLE 6




DEBENTUREHOLDERS’ LISTS AND REPORTS

BY THE COMPANY AND THE TRUSTEE




          Section 6.01. Debentureholders’ Lists. The Company covenants and agrees
that it will furnish or cause to be furnished to the Trustee, semiannually, not
more than 15 days after each April 1 and October 1 in each year beginning with
October 1, 2004, and at such other times as the Trustee may request in writing,
within 30 days after receipt by the Company of any such request (or such lesser
time as the Trustee may reasonably request in order to enable it to timely
provide any notice to be provided by it hereunder), a list in such form as the
Trustee may reasonably require of the names and addresses of the holders of
Debentures as of a date not more than 15 days (or such other date as the
Trustee may reasonably request in order to so provide any such notices) prior
to the time such information is furnished, except that no such list need be
furnished by the Company to the Trustee so long as the Trustee is acting as the
sole Debenture Registrar.



          Section 6.02. Preservation and Disclosure of Lists. The Trustee shall
preserve, in as current a form as is reasonably practicable, all information as
to the names and addresses of the holders of Debentures contained in the most
recent list furnished to it as provided in Section 6.01 or maintained by the
Trustee in its capacity as Debenture Registrar or co-registrar in respect of
the Debentures, if so acting. The Trustee may destroy any list furnished to it
as provided in Section 6.01 upon receipt of a new list so furnished.




               (b) The rights of Debentureholders to communicate with other holders
of Debentures with respect to their rights under this Indenture or under
the Debentures, and the corresponding rights and duties of the Trustee,
shall be as provided by the Trust Indenture Act.




               (c) Every Debentureholder, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of holders of
Debentures made pursuant to the Trust Indenture Act.



39









 





          Section 6.03. Reports by Trustee. Within 60 days after October 15 of each
year commencing with the year 2004, the Trustee shall transmit to holders of
Debentures such reports dated as of October 15 of the year in which such
reports are made 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. In the event that no events have occurred
under the applicable sections of the Trust Indenture Act, the Trustee shall be
under no duty or obligation to provide such reports.




               (b) A copy of such report shall, at the time of such transmission to
holders of Debentures, be filed by the Trustee with each stock exchange
and automated quotation system upon which the Debentures are listed and
with the Company. The Company will promptly notify the Trustee in writing
when the Debentures are listed on any stock exchange or automated
quotation system or delisted therefrom.



          Section 6.04. Reports by Company. The Company shall file with the Trustee
(and the Commission if at any time after the Indenture becomes qualified under
the Trust Indenture Act), and transmit to holders of Debentures, 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, whether or not the Debentures are governed by
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 so
required to be filed with the Commission. Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers’
Certificates).



ARTICLE 7




REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS

ON AN EVENT OF DEFAULT




          Section 7.01. Events of Default. In case one or more of the following
events (each, an “Event of Default”) (whatever the reason for such Event of
Default and whether it shall 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) shall
have occurred and be continuing:




          (a) default in the payment of the principal of any of the Debentures
as and when the same becomes due and payable either at Stated Maturity or
in connection with any redemption or repurchase, in each case pursuant to
Article 3, or otherwise; or



40









 






          (b) default in the payment of Interest on any of the Debentures as
and when the same becomes due and payable, and such default continues for
a period of 30 days; or




          (c) default in the Company’s obligation to convert the Debentures
into shares of Common Stock, cash or a combination of cash and shares of
Common Stock upon the exercise of a Debentureholder’s rights pursuant to
Article 15 and continuation of such default for a period of 10 days; or




          (d) default in the Company’s obligation to repurchase the Debentures
at the option of a holder upon a Fundamental Change pursuant to Section
3.05 or on specified dates pursuant to Section 3.06; or




          (e) default in the Company’s obligation to redeem the Debentures
after it has exercised its option to redeem; or




          (f) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere in
this Section 7.01 specifically dealt with) or the Debentures, and
continuance of such default or breach for a period of 60 days after there
has been given to the Company by the Trustee or to the Company and the
Trustee by the Debentureholders of at least 10% in principal amount of
the Debentures at the time outstanding determined in accordance with
Section 9.04, 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




          (g) a default or defaults under the terms of any bond(s),
debenture(s), note(s) or other evidence(s) of, or obligations
constituting, indebtedness of the Company or any of its Subsidiaries, or
under any mortgage(s), indenture(s), agreement(s) or instrument(s) under
which there may be issued or by which there may be secured or evidenced,
any indebtedness of the Company or any of its Subsidiaries with a
principal amount then outstanding, individually or in the aggregate, in
excess of $50,000,000, whether such indebtedness now exists or is
hereafter incurred, which default or defaults constitute a failure to pay
any portion of the principal or similar amount of such indebtedness when
due and payable after the expiration of any applicable grace period with
respect thereto or results in such indebtedness becoming or being declared
due and payable prior to the date on which it would otherwise have become
due and payable; or




          (h) a final judgment or final judgments (not subject to appeal) for
the payment of money are entered against the Company or any of its
Subsidiaries in an aggregate amount in excess of $50,000,000 by a court
or courts of competent jurisdiction, which judgments remain unstayed,
undischarged or unbonded for a period of 60 days after the entry of such
judgment or judgments; or




          (i) the entry by a court having jurisdiction in the premises of (A)
a decree or order for relief in respect of the Company or any Major
Subsidiary in an



41









 






	 	 	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 or any Major Subsidiary a bankrupt
or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect
of the Company or any Major Subsidiary under any applicable Federal or
state law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or any
Major Subsidiary or of any substantial part of the property of the
Company or any Major Subsidiary, or ordering the winding up or
liquidation of the affairs of the Company or any Major Subsidiary, 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






          (j) the commencement by the Company or any Major Subsidiary 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 the Company or any Major Subsidiary to the entry of a
decree or order for relief in respect of the Company or any Major
Subsidiary 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 the Company or any Major Subsidiary or the filing by
the Company or any Major Subsidiary of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or state
law, or the consent by the Company or any Major Subsidiary to the filing
of such a petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or
similar official of the Company or any Major Subsidiary or of any
substantial part of the property of the Company or any Major Subsidiary,
or the making by the Company or any Major Subsidiary of an assignment for
the benefit of creditors, or the admission by the Company or any Major
Subsidiary in writing of its inability to pay its debts generally as they
become due, or the taking of corporate action by the Company or any Major
Subsidiary in furtherance of any such action.



          Section 7.02. Acceleration; Rescission and Annulment. If an Event of
Default with respect to the Debentures at the time outstanding as determined
in accordance with Section 9.04 (other than an Event of Default specified in
clause (i) or (j) of Section 7.01) occurs and is continuing, the Trustee or the
holders of at least 25% in aggregate principal amount of all of the Outstanding
Debentures determined in accordance with Section 9.04, by written notice
received by the Company (and, if given by the Debentureholders, received by the
Trustee), may declare the principal of, premium, if any, and accrued Interest,
if any, on all the Debentures to be due and payable and upon any such
declaration such principal, premium, if any, and interest, if any, shall be
immediately due and payable. If an Event of Default specified in clause (i) or
(j) of Section 7.01 with respect to the Outstanding Debentures determined in
accordance with Section 9.04 occurs and is continuing, then the principal of,
premium, if any, and accrued



42









 




Interest, if any, on all the Debentures shall be immediately due and
payable without any declaration or act on the part of the Trustee or any holder
of such Debentures.




          At any time after such a declaration of acceleration 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 not less
than a majority in aggregate principal amount of the Outstanding Debentures
determined in accordance with Section 9.04, by written notice to the Company
and the Trustee, may rescind and annul such declaration and its consequences
if:




     (1) the Company has paid or deposited with the Trustee a sum
sufficient to pay




               (A) all overdue Interest on all Debentures,




               (B) the principal of (an premium, if any on) any
Debentures which have become due otherwise than by such
declaration of acceleration and any Interest thereon at the
rate borne by the Debentures,




               (C) to the extent that payment of such interest is
lawful, Interest upon overdue interest at the rate provided
therefor in the Debentures, 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, other than the nonpayment of the
principal of Debentures which have become due solely by such
declaration of acceleration, have been cured or waived as provided
in Section 7.07.


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




          Section 7.03. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company agrees that if:




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




          (b) default is made in the payment of the principal of any Debenture
at the Stated Maturity or in connection with any redemption or
repurchase, in each case pursuant to Article 3 or otherwise,



43









 




the Company will, upon demand of the Trustee, pay to it, for the benefit of the
holders of such Debentures, if any, the whole amount then due and payable on
such Debentures for principal, and Interest and, to the extent that payment of
such Interest shall be legally enforceable, Interest on any overdue principal,
and on any overdue Interest, at the rate or rates prescribed therefor in such
Debentures or interest coupons, if any, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including all amounts due the Trustee, its agents and counsel under Section
8.06.




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



          If an Event of Default with respect to Debentures occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the holders of Debentures 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 agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
secure any other proper remedy, subject, however, to Section 7.08.



          Section 7.04. Trustee May File Proofs of Claim. In case of any judicial
proceeding relative to the Company, its property or its creditors, 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 Debentureholders 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 Debentureholder 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 Debentureholders, 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 8.06.



          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 of a
Debenture or interest coupon any plan of reorganization, arrangement,
adjustment or composition affecting the Debentures or the rights of any holder
of a Debenture or interest coupon thereof or to authorize the Trustee to vote
in respect of the claim of any holder of a Debenture or interest coupon in any
such proceeding; provided, however, that the Trustee may, on behalf of the
Debentureholders, vote for the election of a trustee in bankruptcy or similar
official and be a member of a creditors’ or other similar committee.



44









 





          Section 7.05. Trustee May Enforce Claims Without Possession of Debentures.
All rights of action and claims under this Indenture or the Debentures may be
prosecuted and enforced by the Trustee without the possession of any of the
Debentures 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 Debentures in respect of which such
judgment has been recovered.



          Section 7.06. Delay or Omission Not Waiver. No delay or omission by the
Trustee or any holder of any Debentures to exercise any right or remedy
accruing upon an Event of Default shall impair any such right or remedy or
constitute a waiver of or acquiescence in any such Event of Default.



          Section 7.07. Waiver of Past Defaults. The Debentureholders of not less
than a majority in aggregate principal amount of Outstanding Debentures by
written notice to the Trustee may waive on behalf of the holders of all
Debentures and any interest coupons appertaining thereto a past Default or
Event of Default with respect to its consequences except a Default or Event of
Default (i) in the payment of the principal of, premium, if any, or Interest on
any Debenture, (ii) by the Company to convert any Debentures into shares of
Common Stock, cash or a combination of cash and shares of Common Stock of the
Company, (iii) in the payment of the Redemption Price pursuant to Section
3.03, (iv) in the payment of the Fundamental Change Repurchase Price pursuant
to Section 3.05 or Company Repurchase Price pursuant to Section 3.06 or (v) in
respect of a covenant or provision hereof which pursuant to Article 11 cannot
be modified or amended without the consent of each holder of Debentures then
outstanding or affected thereby. 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 7.08. Control by Majority. The Debentureholders of not less than
a majority in aggregate principal amount of the Outstanding Debentures 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 it with respect to Debentures; provided, however, that (i)
the Trustee may refuse to follow any direction that conflicts with any
governmental rule or law or this Indenture, (ii) the Trustee may refuse to
follow any direction that is unduly prejudicial to the rights of the Holders of
Debentures not consenting, or that would in the good faith judgment of the
Trustee have a substantial likelihood of involving the Trustee in personal
liability without adequate indemnity having been offered therefor and (iii)
subject to Section 8.01, the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction.



          Section 7.09. Limitation on Suits by Debentureholders. No holder of any
Debenture or any interest coupons appertaining thereto shall have any right to
institute



45









 




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:





          (a) the holder of such Debenture has previously given written notice
to the Trustee of a continuing Event of Default with respect to the
Debentures of that series;




          (b) the holders of at least 25% in aggregate principal amount of the
Outstanding Debentures determined in accordance with Section 9.04 have
made a written request to the Trustee to institute proceedings in respect
of such Event of Default in its own name as Trustee hereunder;




          (c) such holder or holders of Debentures have offered to the Trustee
indemnity satisfactory to the Trustee against any loss, liability or
expense to be, or which may be, incurred by the Trustee in pursuing the
remedy;




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




          (e) during such 60-day period, the holders of a majority in
aggregate principal amount of the Outstanding Debentures determined in
accordance with Section 9.04 have not given to the Trustee a direction
inconsistent with such written request; provided, however, that the
limitations contained in (a) through (e) of this Section do not apply to
any suit by a holder of any Debenture for enforcement of payment of the
principal of (and premium, if any) or Interest on such Debenture on or
after the respective due date expressed in such Debenture.



          No one or more holders of Debentures 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 7.10. Rights of Debentureholders To Receive Payment.
Notwithstanding any other provision of this Indenture, but subject to Section
5.02, each of the right of any holder of a Debenture or interest coupon to
receive payment of principal of, premium, if any, and, subject to Sections 2.03
and 2.05, Interest on the Debenture, on or after the respective due dates
expressed in the Debenture (or, in case of redemption or a required repurchase
by the Company under the terms of the relevant Debentures, on the Redemption
Dates or specified Repurchase Dates), the right of any holder of an interest
coupon to receive payment of Interest due as provided in such interest coupon,
or to bring suit for the enforcement of any such payment on or after such
respective dates, and the right, if any, to convert or exchange such Debenture
in accordance with Article 15, is unconditional and shall not be impaired or
affected without the consent of such holder.



46









 





          Section 7.11. Application of Money Collected. If the Trustee collects any
money pursuant to this Article, it shall pay out the money in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal, premium, if any, or
Interest, upon presentation of the Debentures and interest coupons, if any, and
the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:




          First: to the Trustee (including any predecessor Trustee) for
amounts due under Section 8.06;




          Second: to holders of Debentures and interest coupons in respect of
which or for the benefit of which such money has been collected for
amounts due and unpaid on such Debentures for principal of, premium, if
any, and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Debentures for
principal, premium, if any, and interest, respectively; and




          Third: the balance, if any, to the Company.



          The Trustee may fix a record date and payment date for any payment to
Debentureholders pursuant to this Section 7.11. At least 15 days before such
record date, the Trustee shall mail to each Debentureholder and the Company a
notice that states the record date, the payment date and the amount to be paid.



          Section 7.12. Restoration of Rights and Remedies. If the Trustee or any
Debentureholder 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
Debentureholder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Debentureholders shall be
restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Debentureholders
shall continue as though no such proceeding had been instituted.



          Section 7.13. Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Debentures in Section 2.06, no right or remedy herein conferred
upon or reserved to the Trustee or the Debentureholders 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 as 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 7.14. 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



47









 




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, the Trustee or any Debentureholder, or group of Debentureholders,
holding in the aggregate at least 10% in principal amount of the Outstanding
Debentures determined in accordance with Section 9.04 or in any suit instituted
by any Debentureholder for the enforcement of principal of, premium, if any, or
interest on any Debenture on or after the respective Stated Maturities
expressed in such Debenture (or, in the case of redemption or any required
repurchase by the Company, on or after the Redemption Date or specified
Repurchase Date).




          Section 7.15. Waiver of Stay, Extension or Usury Laws. The Company agrees
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law or any usury or other law wherever
enacted, now or at any time hereafter in force, which would prohibit or forgive
the Company from paying all or any portion of the principal of, and premium, if
any, or Interest on the Debentures contemplated herein or in the Debentures or
which may affect the covenants or the performance of this Indenture; and each
of the Company (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and agrees 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 8




THE TRUSTEE




          Section 8.01. Duties and Responsibilities of Trustee. The Trustee, prior
to the occurrence of an Event of Default and after the curing of all Events of
Default which may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture. In case an Event
of Default has occurred (which has not been cured or waived), the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person’s own
affairs. No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that:




     (a) prior to the occurrence of an Event of Default and after the
curing or waiving of all Events of Default which may have occurred:




          (i) the duties and obligations of the Trustee shall be
determined solely by the express provisions of this Indenture and
the Trust Indenture Act, and the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Indenture and no



48









 






	 	 	implied covenants or obligations shall be read into this
Indenture and the Trust Indenture Act against the Trustee; and






          (ii) in the absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely as to the truth of the
statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but, in the case
of any such certificates or opinions which by any provisions
hereof are specifically required to be furnished to the Trustee,
the Trustee shall be under a duty to examine the same to determine
whether or not they conform to the requirements of this Indenture;




          (b) the Trustee shall not be liable for any error of judgment made
in good faith by a Responsible Officer or Officers of the Trustee, unless
the Trustee was negligent in ascertaining the pertinent facts;




          (c) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the written
direction of the holders of not less than a majority in principal amount
of the Debentures at the time outstanding determined as provided in
Section 9.04 relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Indenture;




          (d) the Trustee shall not be liable in respect of any payment (as to
the correctness of amount, entitlement to receive or any other matters
relating to payment) or notice effected by the Company or any Paying
Agent or any records maintained by any co-registrar with respect to the
Debentures; and




          (e) if any party fails to deliver a notice relating to an event the
fact of which, pursuant to this Indenture, requires notice to be sent to
the Trustee, the Trustee may conclusively rely on its failure to receive
such notice as reason to act as if no such event occurred.



          The Trustee shall not be deemed to have knowledge or notice of any default
(as defined in Section 7.08) or Event of Default hereunder unless a Responsible
Officer of the Trustee shall have received at the Corporate Trust Office
written notice of such default or Event of Default from the Company or the
holders of at least 10% in aggregate principal amount of the Debentures and
such notice refers to such default or Event of Default, the Debentures and the
Indenture.



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



49









 





          Whether or not therein 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 8.01.



          Section 8.02. Reliance on Documents, Opinions, Etc. Except as otherwise
provided in Section 8.01:




     (a) the Trustee may conclusively rely and shall be protected in
acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, bond, debenture, note, coupon or
other paper or document (whether in its original or facsimile form)
believed by it in good faith to be genuine and to have been signed or
presented by the proper party or parties;




     (b) any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by an Officers’ Certificate
(unless other evidence in respect thereof be herein specifically
prescribed); and any resolution of the Board of Directors may be
evidenced to the Trustee by a copy thereof certified by the Secretary or
an Assistant Secretary of the Company;




     (c) the Trustee may consult with counsel of its own selection and
any advice or opinion of counsel shall be full and complete authorization
and protection in respect of any action taken or omitted by it hereunder
in good faith and in accordance with such advice or opinion of counsel;




     (d) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Debentureholders pursuant to the provisions of
this Indenture, unless such Debentureholders shall have offered to the
Trustee reasonable security or indemnity satisfactory to it against the
costs, expenses and liabilities which may be incurred therein or thereby;




     (e) 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 or other paper or document, but the Trustee 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




     (f) 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 by it with due
care hereunder.




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



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




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




     (j) before the Trustee acts or refrains from acting, it may require
an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not
be liable for any action which it takes or omits to take in good faith in
reliance on the Officers’ Certificate or Opinion of Counsel.



          Section 8.03. No Responsibility for Recitals, Etc. The recitals contained
herein and in the Debentures (except in the Trustee’s certificate of
authentication) shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for the correctness of the same. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Debentures. The Trustee shall not be accountable for the use or
application by the Company of any Debentures or the proceeds of any Debentures
authenticated and delivered by the Trustee in conformity with the provisions of
this Indenture.



          Section 8.04. Trustee, Paying Agents, Bid Solicitation Agents, Conversion
Agents or Registrar May Own Debentures. The Trustee, any Paying Agent, any Bid
Solicitation Agent, any Conversion Agent or Debenture Registrar, in its
individual or any other capacity, may become the owner or pledgee of Debentures
with the same rights it would have if it were not Trustee, Paying Agent, Bid
Solicitation Agent, Conversion Agent or Debenture Registrar.



          Section 8.05. Monies To Be Held in Trust. Subject to the provisions of
Section 13.03, all monies received by the Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which they were
received. 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
may be agreed in writing from time to time by the Company and the Trustee.



          Section 8.06. Compensation and Expenses of Trustee. The Company covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation for all services rendered by it hereunder in any
capacity (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) as mutually agreed to from time
to time in writing between the Company and the Trustee, and the Company will
pay or reimburse the Trustee upon its



51









 




request for all reasonable expenses, disbursements and advances reasonably
incurred or made by the Trustee in accordance with any of the provisions of
this Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all Persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence, willful misconduct or bad faith. The Company also covenants to
indemnify the Trustee and any predecessor Trustee (or any officer, director or
employee of the Trustee), in any capacity under this Indenture and its agents
and any authenticating agent for, and to hold them harmless against, any and
all loss, liability, damage, claim or expense including taxes (other than taxes
based on the income of the Trustee) incurred without negligence, willful
misconduct or bad faith on the part of the Trustee or such officers, directors,
employees and agent or authenticating agent, as the case may be, and arising
out of or in connection with the acceptance or administration of this trust or
in any other capacity hereunder, including the costs and expenses (including
reasonable attorneys’ fees and expenses) of defending themselves against any
claim (whether asserted by the Company, any holder or any other Person) of
liability in connection with the exercise or performance of any of its powers
or duties hereunder. The obligation of the Company under this Section shall
survive the resignation or removal of the Trustee and the satisfaction and
discharge or termination of this Indenture.




          When the Trustee and its agents and any authenticating agent incur
expenses or render services after an Event of Default specified in Section
7.01(i) or Section 7.01(j) with respect to the Company occurs, the expenses
(including reasonable attorneys’ fees and expenses) and the compensation for
the services are intended to constitute expenses of administration under any
bankruptcy, insolvency or similar laws.



          Section 8.07. Officers’ Certificate as Evidence. Except as otherwise
provided in Section 8.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter
be proved or established prior to taking or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of bad faith or willful misconduct on the part
of the Trustee, be deemed to be conclusively proved and established by an
Officers’ Certificate delivered to the Trustee.



          Section 8.08. Conflicting Interests of Trustee. 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.



          Section 8.09. Eligibility of Trustee. There shall at all times be a
Trustee hereunder which 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 $[25,000,000] (or if such Person is a member of a bank holding company
system, its bank holding company shall have a combined capital and surplus of
at least $[25,000,000]). If such Person publishes reports of condition at
least annually, pursuant to law or to the requirements of any supervising or
examining authority, then for the purposes of this Section 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



52









 




shall cease to be eligible in accordance with the provisions of this
Section 8.09, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.




          Section 8.10. Resignation or Removal of Trustee. The Trustee may at any
time resign by giving written notice of such resignation to the Company and to
the holders of Debentures. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor trustee by written instrument, in
duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and
have accepted appointment 60 days after the mailing of such notice of
resignation to the Debentureholders, the resigning Trustee may, upon 10
Business Days’ notice to the Company and the Debentureholders, appoint a
successor identified in such notice or may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
trustee, or, if any Debentureholder who has been a bona fide holder of a
Debenture or Debentures for at least six months may, subject to the provisions
of Section 7.14, on behalf of himself and all others similarly situated,
petition any such court for the appointment of a successor trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.




               (b) In case at any time any of the following shall occur:




          (i) the Trustee shall fail to comply with Section 8.08 after
written request therefor by the Company or by any Debentureholder
who has been a bona fide holder of a Debenture or Debentures for
at least six months; or




          (ii) the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.09 and shall fail to resign after
written request therefor by the Company or by any such
Debentureholder; or




          (iii) 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, the Company may remove the Trustee and appoint a successor
trustee by written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 7.14, any Debentureholder who has been a bona fide holder of a
Debenture or Debentures 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 and the appointment of a successor trustee; provided
that if no successor Trustee shall have been appointed and have accepted
appointment 60 days after either the Company or the Debentureholders has
removed the Trustee, or the Trustee resigns, the Trustee so removed may
petition, at the expense of the Company, any court of competent jurisdiction
for an appointment of a successor trustee.





53









 







Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.





               (c) The holders of a majority in aggregate principal amount of the
Debentures at the time outstanding may at any time remove the Trustee and
nominate a successor trustee which shall be deemed appointed as successor
trustee unless, within 10 days after notice to the Company of such
nomination, the Company objects thereto, in which case the Trustee so
removed or any Debentureholder, or if such Trustee so removed or any
Debentureholder fails to act, the Company, upon the terms and conditions
and otherwise as in Section 8.10(a) provided, may petition any court of
competent jurisdiction for an appointment of a successor trustee.




               (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.10
shall become effective upon acceptance of appointment by the successor
trustee as provided in Section 8.11.



          Section 8.11. Acceptance by Successor Trustee. Any successor trustee
appointed as provided in Section 8.10 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect
as if originally named as trustee herein; but, nevertheless, on the written
request of the Company or of the successor trustee, the trustee ceasing to act
shall, upon payment of any amount then due it pursuant to the provisions of
Section 8.06, execute and deliver an instrument transferring to such successor
trustee all the rights and powers of the trustee so ceasing to act. Upon
request of any such successor trustee, the Company shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming
to such successor trustee all such rights and powers.



          No successor trustee shall accept appointment as provided in this Section
8.11 unless, at the time of such acceptance, such successor trustee shall be
qualified under the provisions of Section 8.08 and be eligible under the
provisions of Section 8.09.



          Upon acceptance of appointment by a successor trustee as provided in this
Section 8.11, the Company (or the former trustee, at the written direction of
the Company) shall mail or cause to be mailed notice of the succession of such
trustee hereunder to the holders of Debentures at their addresses as they shall
appear on the Debenture Register. If the Company fails to mail such notice
within 10 days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Company.



          Section 8.12. Succession by Merger. Any Person into which the Trustee may
be merged or converted or with which it may be consolidated, or any Person



54









 




resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any Person succeeding to all or substantially all
of the corporate trust business of the Trustee (including any trust created by
this Indenture), shall be the successor to the Trustee hereunder without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided that in the case of any Person succeeding to all or
substantially all of the corporate trust business of the Trustee, such Person
shall be qualified under the provisions of Section 8.08 and eligible under the
provisions of Section 8.09.




          In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture, any of the Debentures shall have been
authenticated but not delivered, any such successor to the Trustee may adopt
the certificate of authentication of any predecessor trustee or authenticating
agent appointed by such predecessor trustee, and deliver such Debentures so
authenticated; and in case at that time any of the Debentures shall not have
been authenticated, any successor to the Trustee or any authenticating agent
appointed by such successor trustee may authenticate such Debentures in the
name of the successor trustee; and in all such cases such certificates shall
have the full force that is provided in the Debentures or in this Indenture;
provided that the right to adopt the certificate of authentication of any
predecessor Trustee or authenticate Debentures in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion
or consolidation.



          Section 8.13. Preferential Collection of Claims. If and when the Trustee
shall be or become a creditor of the Company (or any other obligor upon the
Debentures), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of the claims against the Company (or
any such other obligor).



ARTICLE 9




THE DEBENTUREHOLDERS




          Section 9.01. Action by Debentureholders. Whenever in this Indenture it
is provided that the holders of a specified percentage in aggregate principal
amount of the Debentures may take any action (including the making of any
demand or request, the giving of any 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
Debentureholders in person or by agent or proxy appointed in writing, or (b) by
the record of the holders of Debentures voting in favor thereof at any meeting
of Debentureholders duly called and held in accordance with the provisions of
Article 10, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of Debentureholders. Whenever the Company or the
Trustee solicits the taking of any action by the holders of the Debentures, the
Company or the Trustee may fix in advance of such solicitation, a date as the
record date for determining holders entitled to take such action. The record
date shall be not more than 15 days prior to the date of commencement of
solicitation of such action.




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          Section 9.02. Proof of Execution by Debentureholders. Subject to the
provisions of Sections 8.01, 8.02 and 10.05, proof of the execution of any
instrument by a Debentureholder or its agent or proxy shall be sufficient if
made in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the
Trustee. The holding of Debentures shall be proved by the registry of such
Debentures or by a certificate of the Debenture Registrar.



          The record of any Debentureholders’ meeting shall be proved in the manner
provided in Section 10.06.



          Section 9.03. Who Are Deemed Absolute Owners. The Company, the Trustee,
any Paying Agent, any Conversion Agent and any Debenture Registrar may deem the
Person in whose name such Debenture shall be registered upon the Debenture
Register to be, and may treat it as, the absolute owner of such Debenture
(whether or not such Debenture shall be overdue and notwithstanding any
notation of ownership or other writing thereon made by any Person other than
the Company or any Debenture Registrar) for the purpose of receiving payment of
or on account of the principal of and Interest on such Debenture, for
conversion of such Debenture and for all other purposes; and neither the
Company nor the Trustee nor any Paying Agent nor any Conversion Agent nor any
Debenture Registrar shall be affected by any notice to the contrary. All such
payments so made to any holder for the time being, or upon his order, shall be
valid, and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for monies payable upon any such Debenture.



          Section 9.04. Company-Owned Debentures Disregarded. In determining
whether the holders of the requisite aggregate principal amount of Debentures
have concurred in any direction, consent, waiver or other action under this
Indenture, Debentures which are owned by the Company or any other obligor on
the Debentures or any Affiliate of the Company or any other obligor on the
Debentures shall be disregarded and deemed not to be outstanding for the
purpose of any such determination; provided that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, consent, waiver or other action, only Debentures which a Responsible
Officer knows are so owned shall be so disregarded. Debentures so owned which
have been pledged in good faith may be regarded as outstanding for the purposes
of this Section 9.04 if the pledgee shall establish to the satisfaction of the
Trustee the pledgee’s right to vote such Debentures and that the pledgee is not
the Company, any other obligor on the Debentures or any Affiliate of the
Company or any such other obligor. In the case of a dispute as to such right,
any decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee. Upon request of the Trustee, the Company shall
furnish to the Trustee promptly an Officers’ Certificate listing and
identifying all Debentures, if any, known by the Company to be owned or held by
or for the account of any of the above described Persons, and, subject to
Section 8.01, the Trustee shall be entitled to accept such Officers’
Certificate as conclusive evidence of the facts therein set forth and of the
fact that all Debentures not listed therein are outstanding for the purpose of
any such determination.



56









 





          Section 9.05. Revocation of Consents, Future Holders Bound. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
9.01, of the taking of any action by the holders of the percentage in aggregate
principal amount of the Debentures specified in this Indenture in connection
with such action, any holder of a Debenture which is shown by the evidence to
be included in the Debentures the holders of which have consented to such
action may, by filing written notice with the Trustee at its Corporate Trust
Office and upon proof of holding as provided in Section 9.02, revoke such
action so far as concerns such Debenture. Except as aforesaid, any such action
taken by the holder of any Debenture shall be conclusive and binding upon such
holder and upon all future holders and owners of such Debenture and of any
Debentures issued in exchange or substitution therefor, irrespective of whether
any notation in regard thereto is made upon such Debenture or any Debenture
issued in exchange or substitution therefor.



ARTICLE 10




MEETINGS OF DEBENTUREHOLDERS




          Section 10.01. Purpose of Meetings. A meeting of Debentureholders may be
called at any time and from time to time pursuant to the provisions of this
Article 10 for any of the following purposes:




          (1) to give any notice to the Company or to the Trustee or to give
any directions to the Trustee permitted under this Indenture, or to
consent to the waiving of any default or Event of Default hereunder and
its consequences, or to take any other action authorized to be taken by
Debentureholders pursuant to any of the provisions of Article 7;




          (2) to remove the Trustee and nominate a successor trustee pursuant
to the provisions of Article 8;




          (3) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 11.02; or




          (4) to take any other action authorized to be taken by or on behalf
of the holders of any specified aggregate principal amount of the
Debentures under any other provision of this Indenture or under
applicable law.



          Section 10.02. Call of Meetings by Trustee. The Trustee may at any time
call a meeting of Debentureholders to take any action specified in Section
10.01, to be held at such time and at such place as the Trustee shall
determine. Notice of every meeting of the Debentureholders, setting forth the
time and the place of such meeting and in general terms the action proposed to
be taken at such meeting and the establishment of any record date pursuant to
Section 9.01, shall be mailed to holders of Debentures at their addresses as
they shall appear on the Debenture Register. Such notice shall also be mailed
to the Company. Such notices shall be mailed not less than 20 nor more than 90
days prior to the date fixed for the meeting.



57









 





          Any meeting of Debentureholders shall be valid without notice if the
holders of all Debentures then outstanding are present in person or by proxy or
if notice is waived before or after the meeting by the holders of all
Debentures outstanding, and if the Company and the Trustee are either present
by duly authorized representatives or have, before or after the meeting, waived
notice.



          Section 10.03. Call of Meetings by Company or Debentureholders. In case
at any time the Company, pursuant to a resolution of its Board of Directors, or
the holders of at least 10% in aggregate principal amount of the Debentures
then outstanding, shall have requested the Trustee to call a meeting of
Debentureholders, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
mailed the notice of such meeting within 20 days after receipt of such request,
then the Company or such Debentureholders may determine the time and the place
for such meeting and may call such meeting to take any action authorized in
Section 10.01, by mailing notice thereof as provided in Section 10.02.



          Section 10.04. Qualifications for Voting. To be entitled to vote at any
meeting of Debentureholders a Person shall (a) be a holder of one or more
Debentures on the record date pertaining to such meeting or (b) be a Person
appointed by an instrument in writing as proxy by a holder of one or more
Debentures on the record date pertaining to such meeting. The only Persons who
shall be entitled to be present or to speak at any meeting of Debentureholders
shall be the Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.



          Section 10.05. Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Debentureholders, in regard to proof of the
holding of Debentures and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination
of proxies, certificates and other evidence of the right to vote, and such
other matters concerning the conduct of the meeting as it shall think fit.



          The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Debentureholders as provided in Section 10.03, in which case the
Company or the Debentureholders calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the holders of a
majority in principal amount of the Debentures represented at the meeting and
entitled to vote at the meeting.



          Subject to the provisions of Section 9.04, at any meeting each
Debentureholder or proxyholder shall be entitled to one vote for each $1,000
principal amount of Debentures held or represented by him; provided that no
vote shall be cast or counted at any meeting in respect of any Debenture
challenged as not outstanding and ruled by the chairman of the meeting to be
not outstanding. The chairman of the meeting shall have no right to vote other
than by virtue of Debentures held by him or instruments



58









 







in writing as aforesaid duly designating him as the proxy to vote on
behalf of other Debentureholders. Any meeting of Debentureholders duly called
pursuant to the provisions of Section 10.02 or 10.03 may be adjourned from time
to time by the holders of a majority of the aggregate principal amount of
Debentures represented at the meeting, whether or not constituting a quorum,
and the meeting may be held as so adjourned without further notice.



          Section 10.06. Voting. The vote upon any resolution submitted to any
meeting of Debentureholders shall be by written ballot on which shall be
subscribed the signatures of the holders of Debentures or of their
representatives by proxy and the outstanding principal amount of the Debentures
held or represented by them. The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at
the meeting. A record in duplicate of the proceedings of each meeting of
Debentureholders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was mailed as provided in Section 10.02. The
record shall show the principal amount of the Debentures voting in favor of or
against any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of
the duplicates shall be delivered to the Company and the other to the Trustee
to be preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting.



          Any record so signed and verified shall be conclusive evidence of the
matters therein stated.



          Section 10.07. No Delay of Rights by Meeting. Nothing contained in this
Article 10 shall be deemed or construed to authorize or permit, by reason of
any call of a meeting of Debentureholders or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise
of any right or rights conferred upon or reserved to the Trustee or to the
Debentureholders under any of the provisions of this Indenture or of the
Debentures.



ARTICLE 11




SUPPLEMENTAL INDENTURES




          Section 11.01. Supplemental Indentures Without Consent of
Debentureholders. The Company, when authorized by the resolutions of the Board
of Directors, and the Trustee may, from time to time, and at any time enter
into an indenture or indentures supplemental hereto for one or more of the
following purposes:




          (a) to make provision with respect to the conversion rights of the
holders of Debentures pursuant to the requirements of Section 15.05(b) or
the repurchase obligations of the Company pursuant to the requirements of
Section 3.08(h);


59









 





          (b) to convey, transfer, assign, mortgage or pledge to the Trustee
as security for the Debentures, any property or assets or to guarantee
the Debentures;




          (c) to evidence the assumption by a successor Person of the
obligations of the Company pursuant to Article 12;




          (d) to add to the covenants of the Company such further covenants
for the benefit of the holders of Debentures, and to make the occurrence,
or the occurrence and continuance, of a default in any such additional
covenants a default or an Event of Default permitting the enforcement of
all or any of the several remedies provided in this Indenture as herein
set forth; provided that in respect of any such additional covenant such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the
case of other defaults) or may provide for an immediate enforcement upon
such default or may limit the remedies available to the Trustee upon such
default;




          (e) to establish the forms or terms of the Debentures;




          (f) to cure any ambiguity or correct any error in this Indenture, so
long as such action will not adversely affect the interests of holders of
Debentures; provided that any such amendment made solely to conform the
provisions of this Indenture to the description of the Debentures in the
prospectus supplement relating to the Debentures will be deemed not to
adversely affect the interests of holders;




          (g) to evidence the acceptance of appointment hereunder by a
successor Trustee with respect to the Debentures;




          (h) to modify, eliminate or add to the provisions of this Indenture
to such extent as shall be necessary to qualify or maintain the
qualification of this Indenture under the Trust Indenture Act, or under
any similar federal statute hereafter enacted; or




          (i) make other changes to the Indenture or forms or terms of the
Debentures, provided no such change individually or in the aggregate with
all other such changes has or will have a material adverse effect on the
interests of the Debentureholders.



          Upon the written request of the Company, accompanied by a copy of the
resolutions of the Board of Directors certified by its Secretary or Assistant
Secretary authorizing the execution of any supplemental indenture, the Trustee
is hereby authorized to join with the Company in the execution of any such
supplemental indenture, to make any further appropriate agreements and
stipulations that may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not
be obligated to, but may in its discretion, enter into any supplemental
indenture that affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise.



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          Any supplemental indenture authorized by the provisions of this Section
11.01 may be executed by the Company and the Trustee without the consent of the
holders of any of the Debentures at the time outstanding, notwithstanding any
of the provisions of Section 11.02.



          Section 11.02. Supplemental Indenture with Consent of Debentureholders.
With the consent (evidenced as provided in Article 9) of the holders of at
least a majority in aggregate principal amount of the Debentures at the time
outstanding, the Company, when authorized by the resolutions of the Board of
Directors, and the Trustee may, from time to time and at any time, 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 any supplemental indenture or of modifying in any manner the
rights of the holders of the Debentures; provided that no such supplemental
indenture shall (i) extend the Stated Maturity of any Debenture, or reduce the
rate or extend the time for payment of Interest thereon, or reduce the
principal amount thereof, or reduce any amount payable on redemption or
repurchase thereof, or impair the right of any Debentureholder to institute
suit for the payment thereof, or make the principal thereof or Interest thereon
payable in any coin or currency other than that provided in the Debentures, or
affect the obligation of the Company to redeem any Debenture on a Redemption
Date in a manner adverse to the holders of Debentures, or affect the obligation
of the Company to repurchase any Debenture upon the happening of a Fundamental
Change in a manner adverse to the holders of Debentures, or affect the
obligation of the Company to repurchase any Debenture on a Company Repurchase
Date in a manner adverse to the holders of Debentures, or impair the right to
convert the Debentures into Common Stock subject to the terms set forth herein,
including Section 15.05(b), or reduce the number of shares of Common Stock, the
amount of cash or the amount of other property receivable upon conversion, in
each case, without the consent of the holder of each Debenture so affected, or
modify any of the provisions of this Section 11.02 or Section 7.07, 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 Debenture so affected, or (ii) reduce the aforesaid percentage of
Debentures, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of all Debentures
then outstanding.



          Upon the written request of the Company, accompanied by a copy of the
resolutions of the Board of Directors certified by its Secretary or Assistant
Secretary authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Debentureholders
as aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.



          It shall not be necessary for the consent of the Debentureholders under
this Section 11.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.



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          Section 11.03. Effect of Supplemental Indenture. Any supplemental
indenture executed pursuant to the provisions of this Article 11 shall comply
with the Trust Indenture Act, as then in effect; provided that this Section
11.03 shall not require such supplemental indenture or the Trustee to be
qualified under the Trust Indenture Act prior to the time such qualification is
in fact required under the terms of the Trust Indenture Act or the Indenture
has been qualified under the Trust Indenture Act, nor shall it constitute any
admission or acknowledgment by any party to such supplemental indenture that
any such qualification is required prior to the time such qualification is in
fact required under the terms of the Trust Indenture Act or the Indenture has
been qualified under the Trust Indenture Act. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article 11, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitation of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the holders
of Debentures shall thereafter be determined, exercised and enforced hereunder,
subject in all respects to such modifications and amendments and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.



          Section 11.04. Notation on Debentures. Debentures authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article 11 may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company or the Trustee shall so determine, new Debentures so modified as to
conform, in the opinion of the Trustee and the Board of Directors, to any
modification of this Indenture contained in any such supplemental indenture
may, at the Company’s expense, be prepared and executed by the Company,
authenticated by the Trustee (or an authenticating agent duly appointed by the
Trustee pursuant to Section 17.12) and delivered in exchange for the Debentures
then outstanding, upon surrender of such Debentures then outstanding.



          Section 11.05. Evidence of Compliance of Supplemental Indenture To Be
Furnished to Trustee. Prior to entering into any supplemental indenture, the
Trustee shall be provided with an Officers’ Certificate and an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed
pursuant hereto complies with the requirements of this Article 11 and is
otherwise authorized or permitted by this Indenture.



ARTICLE 12




CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE




          Section 12.01. Company May Consolidate on Certain Terms. Subject to the
provisions of Section 12.02, the Company shall not consolidate with or merge
with or into any other Person or Persons (whether or not affiliated with the
Company), nor shall the Company or its successor or successors be a party or
parties to successive consolidations or mergers, nor shall the Company
transfer, convey, sell, lease or otherwise dispose of all or substantially all
its or its Subsidiaries’ consolidated property and assets, to any other Person
(whether or not affiliated with the Company), unless:



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(i) the Company is the surviving Person, or the resulting, surviving or
transferee Person, if other than the Company, is a legal entity organized and
existing under the laws of the United States of America, any state thereof or
the District of Columbia; (ii) upon any such consolidation, merger, transfer,
conveyance, sale, lease or other disposition, all the obligations of the
Company under the Debentures and this Indenture, including the due and punctual
payment of the principal of and Interest on all of the Debentures, according to
their tenor and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by the Company,
shall be expressly assumed, by supplemental indenture satisfactory in form to
the Trustee, executed and delivered to the Trustee by the Person (if other than
the Company) formed by such consolidation, or into which the Company shall have
been merged, or by the Person that shall have acquired or leased such property,
and such supplemental indenture shall provide for the applicable conversion
rights set forth in Section 15.05(b); and (iii) immediately before and after
giving effect to the transaction described above, no Event of Default, and no
event which, after notice or passage of time or both, would become an Event of
Default, shall have happened and be continuing.



          Section 12.02. Successor To Be Substituted. In case of any such
consolidation, merger, transfer, conveyance, sale, lease or other disposition
and upon the assumption by the successor Person, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of all the obligations of the Company under the Debentures and this Indenture,
including the due and punctual payment of the principal of and Interest on all
of the Debentures and the due and punctual performance of all of the covenants
and conditions of this Indenture to be performed by the Company, such successor
Person shall succeed to and be substituted for the Company, with the same
effect as if it had been named herein as the party of this first part. Such
successor Person thereupon may cause to be signed, and may issue either in its
own name or in the name of Allied Waste Industries, Inc. any or all of the
Debentures, issuable hereunder that theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such successor
Person instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver, or cause to be authenticated and delivered, any Debentures that
previously shall have been signed and delivered by the officers of the Company
to the Trustee for authentication, and any Debentures that such successor
Person thereafter shall cause to be signed and delivered to the Trustee for
that purpose. All the Debentures so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Debentures theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Debentures had been issued at the date of the execution hereof. In the
event of any such consolidation, merger, transfer, conveyance, sale, lease or
other disposition, the Person named as the “Company” in the first paragraph of
this Indenture or any successor that shall thereafter have become such in the
manner prescribed in this Article 12 may be dissolved, wound up and liquidated
at any time thereafter and such Person shall be released from its covenants and
its obligations under this Indenture and the Debentures.



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          In case of any such consolidation, merger, transfer, conveyance, sale,
lease or other disposition, such changes in phraseology and form (but not in
substance) may be made in the Debentures thereafter to be issued as may be
appropriate.



          Section 12.03. Opinion of Counsel To Be Given Trustee. The Trustee shall
receive an Officers’ Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, transfer, conveyance, sale, lease
or other disposition and any such assumption complies with the provisions of
this Article 12.



ARTICLE 13




SATISFACTION AND DISCHARGE OF INDENTURE




          Section 13.01. Discharge of Indenture. When the Company shall deliver to
the Trustee for cancellation all Debentures theretofore authenticated (other
than any Debentures that have been destroyed, lost or stolen and in lieu of or
in substitution for which other Debentures shall have been authenticated and
delivered) and not theretofore canceled, or (b) all the Debentures not
theretofore canceled or delivered to the Trustee for cancellation shall have
become due and payable and the Company shall deposit with the Trustee or with
one or more Paying Agents (or, if the Company is acting as its own Paying
Agent, set aside, segregate and hold in trust as provided in Section 5.04), in
trust, funds sufficient to pay all amounts due and owing on Debentures (other
than any Debentures that shall have been mutilated, destroyed, lost or stolen
and in lieu of or in substitution for which other Debentures shall have been
authenticated and delivered) not theretofore canceled or delivered to the
Trustee for cancellation, and if in either case the Company shall also pay or
cause to be paid all other sums payable hereunder by the Company, then this
Indenture shall cease to be of further effect (except as to (i) remaining
rights of registration of transfer, substitution and exchange and conversion of
Debentures, (ii) rights hereunder of Debentureholders to receive payments of
principal of and Interest on the Debentures and the other rights, duties and
obligations of Debentureholders, as beneficiaries hereof with respect to the
amounts, if any, so deposited with the Trustee and (iii) the rights,
obligations and immunities of the Trustee hereunder, including those pursuant
to Section 8.06), and the Trustee, on written demand of the Company accompanied
by an Officers’ Certificate and an Opinion of Counsel as required by Section
17.05 and at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture; the
Company, however, hereby agrees to reimburse the Trustee for any costs or
expenses thereafter reasonably and properly incurred by the Trustee and to
compensate the Trustee for any services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture or the Debentures.



          Section 13.02. Paying Agent To Repay Monies Held. Upon the satisfaction
and discharge of this Indenture, all monies then held by any Paying Agent of
the Debentures (other than the Trustee) shall, upon written request of the
Company, be repaid to it or paid to the Trustee, and thereupon such Paying
Agent shall be released from all further liability with respect to such monies.



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          Section 13.03. Return of Unclaimed Monies. Subject to the requirements of
applicable law, any monies deposited with or paid to the Trustee for payment of
the principal of or Interest on Debentures and not applied but remaining
unclaimed by the holders of Debentures for two years after the date upon which
the principal of or Interest on such Debentures, as the case may be, shall have
become due and payable, shall be repaid to the Company by the Trustee on demand
and all liability of the Trustee shall thereupon cease with respect to such
monies; and the holder of any of the Debentures shall thereafter look only to
the Company for any payment that such holder may be entitled to collect unless
an applicable abandoned property law designates another Person.



ARTICLE 14




IMMUNITY OF INCORPORATORS, SHAREHOLDERS,




OFFICERS AND DIRECTORS




          Section 14.01. Indenture and Debentures Solely Corporate Obligations. No
recourse for the payment of the principal of or Interest on any Debenture, or
for any claim based thereon or otherwise in respect thereof, and no recourse
under or upon any obligation, covenant or agreement of the Company in this
Indenture or in any supplemental indenture or in any Debenture, or because of
the creation of any indebtedness represented thereby, shall be had against any
incorporator, shareholder, employee, agent, officer, director or subsidiary, as
such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood that all
such liability is hereby expressly waived and released as a condition of, and
as a consideration for, the execution of this Indenture and the issue of the
Debentures.



ARTICLE 15




CONVERSION OF DEBENTURES




          Section 15.01. Right To Convert. Subject to and upon compliance with the
provisions of this Indenture, prior to April 15, 2034, the holder of any
Debenture shall have the right, at such holder’s option, to convert the
principal amount of the Debenture, or any portion of such principal amount
which is an integral multiple of $1,000, into fully paid and non-assessable
shares of Common Stock (as such shares shall then be constituted) at the
Conversion Rate in effect at such time, by surrender of the Debenture so to be
converted in whole or in part, together with any required funds, under the
circumstances described in this Section 15.01 and in the manner provided in
Section 15.02. The Debentures shall be convertible only during the following
periods upon the occurrence of one of the following events:




          (i) during any calendar quarter commencing after the quarter
ended June 30, 2004 and before June 30, 2034 if the Last Reported
Sale Price for the Common Stock for at least 20 Trading Days
during the period of 30


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consecutive Trading Days ending on the last Trading Day of
the previous calendar quarter is greater than 125% of the
Conversion Price on such last Trading Day;




          (ii) in the event that the Company calls any or all of the
Debentures for redemption, at any time prior to the close of
business on the second Business Day immediately preceding the
Redemption Date (unless the Company fails to pay the Redemption
Price); provided that only those Debentures that are called for
redemption may be converted following such an event;




          (iii) during the five Business Day period after any three
consecutive Trading Day period in which the average Trading Price
per Debenture, as determined following a request by a holder in
accordance with the procedures described below, for such period is
less than 98% of the average of the product of the Conversion Rate
and the Last Reported Sale Price of the Common Stock for each day
during such period; provided that if, on the date of any
conversion pursuant to this Section 15.01 (a) (iii) that is on or
after April 15, 2029, the Last Reported Sale Price of the Common
Stock is greater than the Conversion Price, then holders of
Debentures surrendered for conversion will receive, in lieu of
Common Stock based on the Conversion Rate, shares of Common Stock
with a value equal to the principal amount of the Debentures
converted; or




          (iv) as provided in Section (b) of this Section 15.01.



          In connection with any conversion pursuant to Section 15.01(a)(iii), the
Trustee shall have no obligation to obtain the bids necessary for the Company
to determine the Trading Price of the Debentures unless the Company has
requested it to do so, and the Company shall have no obligation to make such
request unless a holder of Debentures provides the Company with reasonable
evidence that the Trading Price per Debenture is less than 98% of the product
of the Last Reported Sale Price of the Common Stock and the Conversion Rate.
At such time, the Company will instruct the Trustee to obtain the bids (in the
manner described in the definition of Trading Price) beginning on the next
Trading Day and on each successive Trading Day until the Trading Price per
Debenture is greater than or equal to 98% of the product of the Last Reported
Sale Price of the Common Stock and the Conversion Rate.



          The Company or its designated agent shall determine on a daily basis
during the time period specified in Section 15.01(a)(i) and 15.01(a)(iii)
whether the Debentures shall be convertible as a result of the occurrence of an
event specified in clause (i) or (iii) above and, if the Debentures shall be so
convertible, the Company shall promptly deliver to the Trustee (or other
Conversion Agent appointed by the Company) written notice thereof. Whenever
the Debentures shall become convertible pursuant to this Section 15.01, the
Company or, at the Company’s request, the Trustee in the name and at the
expense of the Company, shall notify the holders of the event triggering such
convertibility in the manner provided in Section 17.03, and the Company shall
also



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publicly announce such information by publication on the Company’s website
or through such other public medium as it may use at such time. Any notice so
given shall be conclusively presumed to have been duly given, whether or not
the holder receives such notice.



          The Trustee shall be entitled at its sole discretion to consult with the
Company and to request the assistance of the Company in connection with the
Trustee’s duties and obligations pursuant to Section 15.01(a) hereof, and the
Company agrees, if requested by the Trustee, to cooperate with, and provide
assistance to, the Trustee in carrying out its duties under this Section 15.01;
provided, however, that nothing herein shall be construed to relieve the
Trustee of its duties pursuant to Section 15.01(a) hereof.




          (b) In addition, if:




        (i) the Company distributes to all holders of Common Stock
rights, warrants, options or other securities entitling them to
subscribe for or purchase, for a period expiring within 45 days of
the date after the date of distribution, shares of Common Stock,
or securities convertible into shares of Common Stock, at less
than the average of the Last Reported Sale Prices of the Common
Stock for the five Trading Days immediately preceding the
declaration date of the distribution, or (B) the Company
distributes to all holders of Common Stock assets, evidence of
indebtedness or other property or rights to subscribe for or
purchase securities of the Company, which distribution has a per
share value as determined by the Board of Directors and set forth
in a Board Resolution exceeding 10% of the average of the Last
Reported Sale Prices of the Common Stock for the five Trading Days
immediately preceding the declaration date for such distribution,
then, in either case, the Debentures may be surrendered for
conversion at any time on and after the date that the Company
gives notice to the holders of such distribution, which shall be
not less than 20 Business Days prior to the Ex-Dividend Date for
such distribution, until the earlier of the close of business on
the Business Day immediately preceding, but not including, the
Ex-Dividend Date or the date the Company publicly announces that
such distribution will not take place; provided that no holder may
exercise this right to convert if the holder will otherwise
participate in such distribution without conversion;




        (ii) the Company consolidates with or merges with or into
another Person or is a party to a binding share exchange, in each
case pursuant to which the Common Stock is converted into cash or
property other than securities, then the Debentures may be
surrendered for conversion at any time from and after the date
which is 15 days prior to the anticipated effective date of the
transaction until and including the date which is 15 days after
the actual effective date of the transaction. The Board of
Directors shall determine the anticipated effective date of the
transaction, and such determination shall be conclusive and
binding on the Debentureholders and shall be publicly announced by
the Company by


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publication on its website or through such other public
medium as it may use at that time not later than two Business Days
prior to such 15th day;




          (c) A Debenture in respect of which a holder is electing to exercise
its option to require repurchase upon a Fundamental Change pursuant to
Section 3.05 or repurchase pursuant to Section 3.06 may be converted only
if such holder withdraws its election in accordance with Section 3.08(d).
A holder of Debentures is not entitled to any rights of a holder of Common
Stock until such holder has converted his Debentures to Common Stock, and
only to the extent such Debentures are deemed to have been converted to
Common Stock under this Article 15.



          Section 15.02. Exercise of Conversion Privilege; Issuance of Common Stock
on Conversion; No Adjustment for Interest or Dividends. In order to exercise
the conversion privilege with respect to any Debenture in certificated form,
the Company must receive at the office or agency of the Company maintained for
that purpose or, at the option of such holder, the Corporate Trust Office, such
Debenture with the original or facsimile of the form entitled “Form of
Conversion Notice” on the reverse thereof, duly completed and manually signed,
together with such Debentures duly endorsed for transfer, accompanied by the
funds, if any, required by this Section 15.02. Such notice shall also state
the name or names (with address or addresses) in which the certificate or
certificates for shares of Common Stock which shall be issuable on such
conversion shall be issued, and shall be accompanied by transfer or similar
taxes, if required pursuant to Section 15.07.



          In order to exercise the conversion privilege with respect to any interest
in a Global Debenture, the beneficial holder must complete, or cause to be
completed, the appropriate instruction form for conversion pursuant to the
Depositary’s book-entry conversion program, deliver, or cause to be delivered,
by book-entry delivery an interest in such Global Debenture, furnish
appropriate endorsements and transfer documents if required by the Company or
the Trustee or Conversion Agent, and pay the funds, if any, required by this
Section 15.02 and any transfer or similar taxes if required pursuant to Section
15.07.



          As promptly as practicable after satisfaction of the requirements for
conversion set forth above (but in no event later than the fifth Business Day
following the Conversion Date, subject to compliance with any restrictions on
transfer if shares issuable on conversion are to be issued in a name other than
that of the Debentureholder (as if such transfer were a transfer of the
Debenture or Debentures (or portion thereof) so converted), the Company shall
issue and shall deliver to such Debentureholder at the office or agency
maintained by the Company for such purpose pursuant to Section 5.02, a
certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such Debenture or portion thereof as determined
by the Company in accordance with the provisions of this Article 15 and a check
or cash in respect of any fractional interest in respect of a share of Common
Stock arising upon such conversion, calculated by the Company as provided in
Section 15.03. In case any Debenture of a denomination greater than $1,000
shall be surrendered for partial conversion, and subject



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to Section 2.03, the Company shall execute and the Trustee shall
authenticate and deliver to the holder of the Debenture so surrendered, without
charge to him, a new Debenture or Debentures in authorized denominations in an
aggregate principal amount equal to the unconverted portion of the surrendered
Debenture.



          Each conversion shall be deemed to have been effected as to any such
Debenture (or portion thereof) on the date on which the requirements set forth
above in this Section 15.02 have been satisfied as to such Debenture (or
portion thereof) (such date, the “Conversion Date”), and the Person in whose
name any certificate or certificates for shares of Common Stock shall be
issuable upon such conversion shall be deemed to have become on said date the
holder of record of the shares represented thereby; provided that any such
surrender on any date when the stock transfer books of the Company shall be
closed shall constitute the Person in whose name the certificates are to be
issued as the record holder thereof for all purposes on the next succeeding day
on which such stock transfer books are open, but such conversion shall be at
the Conversion Rate in effect on the date upon which such Debenture shall be
surrendered.



          Any Debenture or portion thereof surrendered for conversion during the
period from the close of business on any Regular Record Date to the opening of
business on the immediately following Interest Payment Date shall be
accompanied by payment, in immediately available funds or other funds
acceptable to the Company, of an amount equal to the Interest otherwise payable
on such Interest Payment Date on the principal amount being converted; provided
that no such payment need be made (1) if the Company has specified a Redemption
Date that is after a Regular Record Date and on or prior to the next Interest
Payment Date, (2) if the Company has specified a Repurchase Date following a
Fundamental Change that is after a Regular Record Date and on or prior to the
next Interest Payment Date or (3) to the extent of any overdue Interest, if any
overdue Interest exists at the time of conversion with respect to such
Debenture. Except as provided above in this Section 15.02, no payment or other
adjustment shall be made for Interest accrued on any Debenture converted or for
dividends on any shares issued upon the conversion of such Debenture as
provided in this Article 15.



          Upon the conversion of an interest in a Global Debenture, the Trustee (or
other Conversion Agent appointed by the Company), or the Custodian at the
direction of the Trustee (or other Conversion Agent appointed by the Company),
shall make a notation on such Global Debenture as to the reduction in the
principal amount represented thereby. The Company shall notify the Trustee in
writing of any conversions of Debentures effected through any Conversion Agent
other than the Trustee.



          Upon the conversion of a Debenture, that portion of the accrued but unpaid
Interest with respect to the converted Debenture shall not be cancelled,
extinguished or forfeited, but rather shall be deemed to be paid in full to the
holder thereof through delivery of the Common Stock (together with the cash
payment, if any in lieu of fractional shares) in exchange for the Debenture
being converted pursuant to the provisions hereof; and the fair market value of
such shares of Common Stock (together with any such cash payment in lieu of
fractional shares) shall be treated as issued, to the extent thereof, first in
exchange for and in satisfaction of the Company’s obligation to



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pay the principal amount of the converted Debenture and the accrued but
unpaid Interest, and the balance, if any, of such fair market value of such
Common Stock (and any such cash payment) shall be treated as issued in exchange
for and in satisfaction of the right to convert the Debenture being converted
pursuant to the provisions hereof.



          Section 15.03. Payment Upon Conversion; Cash Payments in Lieu of
Fractional Shares. In the event that the Company receives notice of conversion
on or prior to the day that is 20 days prior to Stated Maturity or, with
respect to Debentures being redeemed, the applicable Redemption Date (the
“Final Notice Date”), the following procedures will apply:




          If the Company chooses to satisfy all or any portion of the
Company’s obligation (the “Conversion Obligation”) in cash, the Company
will notify the holder through the Trustee of the dollar amount to be
satisfied in cash (which must be expressed either as 100% of the
Conversion Obligation or as a fixed dollar amount) at any time on or
before the date that is two Business Days following receipt of the notice
of conversion (“Cash Settlement Notice Period”). If the Company timely
elects to pay cash for any portion of the shares otherwise issuable to
such holder, the conversion notice may be retracted by the holder at any
time during the two Business Day period beginning on the day after the
final day of the Cash Settlement Notice Period (“Conversion Retraction
Period”); no such retraction can be made (and a conversion notice shall
be irrevocable) if the Company does not elect to deliver cash in lieu of
shares (other than cash in lieu of fractional shares). If the conversion
notice has not been retracted, then settlement (in cash and/or shares)
will occur on the Business Day following the final day of the 10 Trading
Day period beginning on the day after the final day of the Conversion
Retraction Period. Settlement amounts will be computed as follows:




            (i) If the Company elects to satisfy all or any portion of
the Conversion Obligation in shares, the Company will deliver to
holders surrendering Debentures for conversion a number of shares
equal to (1) the aggregate original principal amount of Debentures
to be converted into shares divided by 1,000 multiplied by (2) the
Conversion Rate.




            (ii) If the Company elects to satisfy all or any portion of
the Conversion Obligation in cash, the Company will deliver to
holders surrendering Debentures for conversion cash in an amount
equal to the product of:




              (A) a number equal to (1) the aggregate original principal
amount of Debentures to be paid in cash divided by 1,000
multiplied by (2) the Conversion Rate and




              (B) the average of the Last Reported Sale Prices of the
Common Stock for the 10 consecutive Trading Days immediately
following the date of the Company’s notice of its election to
deliver cash (the “Cash Settlement Averaging Period”).



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            (b) In the event that the Company receives notice of conversion after
the Final Notice Date, the Company will not send individual notices of its
election to satisfy all or any portion of the Conversion obligation in
cash. Instead, if the Company chooses to satisfy all or any portion of
the Conversion Obligation in cash, the Company will send a single notice
to the Trustee of the dollar amount to be satisfied in cash (which must be
expressed either as 100% of the Conversion Obligation or as a fixed dollar
amount) at any time on or before the Final Notice Date. Settlement
amounts will be computed and settlement dates will be determined in the
same manner as set forth under Section 15.03(a) above except that the
“Cash Settlement Averaging Period” shall be the five consecutive Trading
Days ending on the third Trading Day prior to the Conversion Date.
Settlement (in cash and/or shares) will occur on the Business Day
following the final day of such Cash Settlement Averaging Period.




            (c) No fractional shares of Common Stock or scrip certificates
representing fractional shares shall be issued upon conversion of
Debentures. If more than one Debenture shall be surrendered for
conversion at one time by the same holder, the number of full shares that
shall be issuable upon conversion shall be computed on the basis of the
aggregate principal amount of the Debentures (or specified portions
thereof to the extent permitted hereby) so surrendered. If any fractional
share of stock would be issuable upon the conversion of any Debenture or
Debentures, the Company shall make an adjustment and payment therefor in
cash to the holder of Debentures at the Last Reported Sale Price on the
last Trading Day immediately preceding the day on which the Debentures (or
specified portions thereof) are deemed to have been converted.



          Section 15.04. Conversion Rate. Each $1,000 principal amount of the
Debentures shall be convertible into the number of shares of Common Stock
specified in the form of Debenture (herein called the “Conversion Rate”)
attached as Exhibit A hereto (initially 48.9476 shares), subject to adjustment
as provided in this Article 15.



          Section 15.05. Adjustment of Conversion Rate. The Conversion Rate shall
be adjusted from time to time by the Company as follows:




              (i) If the Company shall pay or make a dividend or other
distribution on the Common Stock in shares of the Common Stock,
the Conversion Rate, as in effect at the opening of business on
the day following the date fixed for the determination of
stockholders entitled to receive such dividend or other
distribution shall be increased by dividing such Conversion Rate
by a fraction of which the numerator shall be the number of shares
of Common Stock outstanding at the close of business on the date
fixed for such determination and the denominator shall be the sum
of such number of shares and the total number of shares
constituting such dividend or other distribution, such increase to
become effective immediately after the opening of business on the
day following the date fixed for such determination.



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              (ii) If the Company shall issue to all holders of its Common
Stock (such issuance not being available on an equivalent basis to
holders of the Debentures upon conversion) (1) options, warrants
or other rights entitling them to subscribe for or purchase shares
of Common Stock, or (2) securities convertible or exchangeable
into shares of Common Stock options, warrants or other rights to
purchase or acquire securities convertible or exchangeable into
shares of Common Stock, in each case at a price per share of
Common Stock less than the Current Market Price on the date fixed
for the determination of stockholders entitled to receive such
options, warrants or other rights or securities (other than
pursuant to a dividend reinvestment, share purchase or similar
plan), the Conversion Rate in effect at the opening of business on
the day following the date fixed for such determination shall be
increased by dividing such Conversion Rate by a fraction, the
numerator of which shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock which the
aggregate consideration expected to be received by the Company
upon the exercise, conversion or exchange of such options,
warrants or other rights or securities (as determined in good
faith by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution) would purchase at
such Current Market Price and the denominator of which shall be
the number of shares of Common Stock outstanding at the close of
business on the date fixed for such determination plus the number
of shares of Common Stock so offered for subscription or purchase,
either directly and indirectly, or into which such securities are
convertible or exchangeable, such increase to become effective
immediately after the opening of business on the day following the
date fixed for such determination.




              (iii) If outstanding shares of Common Stock shall be
subdivided, split, combined or reclassified into a greater number
of shares of Common Stock, the Conversion Rate in effect at the
opening of business on the day following the day upon which such
subdivision, split, combination or reclassification becomes
effective shall be proportionately increased, and, conversely, in
case outstanding shares of Common Stock shall each be combined or
reclassified into a smaller number of shares of Common Stock, the
Conversion Rate in effect at the opening of business on the day
following the day upon which such combination or reclassification
becomes effective shall be proportionately reduced, such increase
or reduction, as the case may be, to become effective immediately
after the opening of business on the day following the day upon
which such subdivision, split, reclassification or combination
becomes effective.




              (iv) (1) If the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock evidences of its
indebtedness, shares of capital stock, cash or other assets (but
excluding any issuance of options, warrants or other rights or
securities referred to in paragraph (b) of this



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Section 15.05, any dividend or distribution paid exclusively
in cash and any dividend, shares of capital stock of any class or
series, or similar equity interests, of or relating to a
subsidiary or other business unit in the case of a Spin-Off
referred to in the next subparagraph, or dividend or distribution
referred to in paragraph (a) of this Section 15.05), the
Conversion Rate shall be increased by dividing the Conversion Rate
in effect immediately prior to the close of business on the date
fixed for the determination of stockholders entitled to receive
such distribution by a fraction, the numerator of which shall be
the Current Market Price on the date fixed for such determination
less the then fair market value (as determined in good faith by
the Board of Directors, whose determination shall be conclusive
and described in a Board Resolution) of the portion of the assets
or evidences of indebtedness so distributed applicable to one
share of Common Stock and the denominator of which shall be such
Current Market Price, such adjustment to become effective
immediately prior to the opening of business on the day following
the date fixed for the determination of stockholders entitled to
receive such distribution. In any case in which this clause
(d)(1) is applicable, clause (d)(2) of this Section 15.05 shall
not be applicable.




              (2) In the case of a Spin-Off, the Conversion Rate in effect
immediately before the close of business on the record date fixed
for determination of stockholders entitled to receive that
distribution will be increased by multiplying the Conversion Rate
by a fraction, the numerator of which is the Current Market Price
plus the Fair Market Value of the portion of those shares of
capital stock or similar equity interests so distributed
applicable to one share of Common Stock and the denominator of
which is the Current Market Price; provided that if the
application of the foregoing formula would result in a decrease in
the Conversion Rate, no adjustment to the Conversion Rate will be
made. Any adjustment to the Conversion Rate under this subclause
(d)(2) will occur at the earlier of (A) the tenth Trading Day
from, and including, the effective date of the Spin-Off and (B)
the date of the securities being offered in the Initial Public
Offering of the Spin-Off, if that Initial Public Offering is
effected simultaneously with the Spin-Off.




            (v) If the Company shall make any cash dividend or
distribution to all or substantially all holders of Common Stock,
the Conversion Rate in effect at the opening of business on the
day following the date fixed for such determination shall be
increased by dividing such Conversion Rate by a fraction of which
the numerator shall be the difference of (A) the average of the
Last Reported Sale prices of the Common Stock for the ten
consecutive Trading Days prior to the Business Day immediately
preceding the record date of such distribution minus (B) the
amount in cash per share that the Company distributes to holders
of the Common Stock and the denominator shall be the average of
the Last Reported Sale prices of the Common Stock for the ten
consecutive Trading Days prior to


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the Business Day immediately preceding the record date of
such distribution, such increase to become effective immediately
after the close of business on the date for such determination.




            (vi)
If the Company or any of its Subsidiaries shall purchase shares of the Common Stock pursuant to a tender or exchange offer
which involves an aggregate per share consideration that exceeds
the Last Reported Sale Price of the Common Stock on the Trading
Day next succeeding the last date on which tenders or exchanges
may be made pursuant to such tender or exchange offer, the
Conversion Rate as in effect on the day next succeeding the date
such tender or exchange offer expires will be adjusted by dividing
such Conversion Rate by a fraction of which the numerator shall
be the product of (A) the number of shares of common stock
outstanding immediately after the date such tender or exchange
offer expires multiplied by (B) the average of the Last Reported
Sale Prices of the Common Stock for the ten consecutive Trading
Days commencing on the Trading Day next succeeding the date such
tender or exchange offer expires and the denominator shall be the
sum of (A) the aggregate value of all cash and any other
consideration (as determined by the Board of Directors of the
Company) paid or payable for shares purchased in such tender or
exchange offer plus (B) the product of (x) the average of the Last
Reported Sale Prices of the Common Stock for the ten consecutive
Trading Days commencing on the Trading Day next succeeding the
date such tender or exchange offer expires multiplied by (y) the
number of shares of common stock outstanding immediately after the
date such tender or exchange offer expires. Notwithstanding the
foregoing sentence, if the application of the foregoing formula
would result in a decrease in the Conversion Rate, no adjustment
to the Conversion Rate will be made.




            (vii) All adjustments to the Conversion Rate shall be
calculated to the nearest 1/10,000th of a share of Common Stock
(or if there is not a nearest 1/10,000th of a share to the next
lower 1/10,000th of a share). No adjustment to the Conversion
Rate will be required until the earlier of (1) such time as the
Company provides notice to holders of the Debentures of the
Company’s intention to redeem the Debentures or (2) such time as
the adjustment would require an increase or decrease of at least
1% of the Conversion Rate. If an adjustment is not made because
the adjustment would not change the Conversion Rate by more than
1%, then the adjustment that is not made will be carried forward
and taken into account in any future adjustment.




            (viii) The Company may make such increases in the Conversion
Rate, in addition to those required or permitted by this Section
15.05, as the Board of Directors considers to be advisable in
order to avoid or diminish any income tax to any holders of shares
of Common Stock resulting from any dividend or distribution of shares (or rights to acquire shares) or from any event treated as
such for income tax purposes or for any other reasons.


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     (ix) Whenever the Conversion Rate is adjusted in accordance
with this Section 15.05, the Company shall: (1) forthwith compute
the Conversion Rate in accordance with this Section 15.05 and
prepare and transmit to the Transfer Agent an Officer’s
Certificate setting forth the Conversion Rate, the method of
calculation thereof in reasonable detail, and the facts requiring
such adjustment and upon which such adjustment is based; and (2)
as soon as practicable following the occurrence of an event that
requires or permits an adjustment to the Conversion Rate pursuant
to this Section 15.05 (or if the Company is not aware of such
occurrence, as soon as practicable after becoming so aware),
provide a written notice to the holders of Debentures of the
occurrence of such event and a statement setting forth in
reasonable detail the method by which the adjustment to the
Conversion Rate was determined and setting forth the adjusted
Conversion Rate.



     (x) To the extent that the Company adopts any future rights
plan, holders of Debentures will receive, upon conversion of
Debentures, in addition to shares of the Common Stock, the rights
under such future rights plan whether or not the rights have
separated from shares of the Common Stock at the time of
conversion and no adjustment to the Conversion Rate will be made
in accordance with clause (d) above or otherwise.




                (b) In the event of:




            (i) any consolidation or merger of the Company with or into
another Person or of another Person with or into the Company; or




            (ii) any sale, transfer, lease or conveyance to another
Person of the property of the Company as an entirety or
substantially as an entirety; or




            (iii) any reclassification (other than a reclassification to
which paragraph (c) of this Section 15.05 applies),



(any such event, a “Reorganization Event”), each Debenture prior to such
Reorganization Event shall, after such Reorganization Event, be converted into
the right to receive the kind and amount of securities, cash and other property
receivable in such Reorganization Event (without any interest thereon, and
without any right to dividends or distribution thereon which have a record date
that is prior to the date of the Reorganization Event) per Debenture by a
holder of Common Stock that (1) is not a Person with which the Company
consolidated or into which the Company merged or which merged into the Company
or to which such sale or transfer was made, as the case may be (any such
Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the
extent such Reorganization Event provides for different treatment of Common
Stock held by Affiliates of the Company and non-Affiliates, and (2) has failed
to exercise the rights of election, if any, as to the kind or amount of
securities, cash and other property receivable upon such Reorganization Event
(provided that if the kind or amount of securities, cash


75









 






and other property receivable upon such Reorganization Event is not the same
for each share of Common Stock held immediately prior to such Reorganization
Event by other than a Constituent Person or an Affiliate thereof and in respect
of which such rights of election shall not have been exercised (“non-electing
share”), then for the purpose of this Section 15.05 the kind and amount of
securities, cash and other property receivable upon such Reorganization Event
by each non-electing share shall be deemed to be the kind and amount so
receivable per share by a plurality of the non-electing shares). On the
Conversion Date, the Conversion Rate then in effect shall be applied to the
value or amount on the Conversion Date of such securities, cash or other
property.



     In the event of such a Reorganization Event, the Person formed by such
consolidation, or merger or the Person which acquires the assets of the Company
shall execute and deliver to the Transfer Agent an agreement supplement hereto
providing that the holder of each Debenture that remains outstanding after the
Reorganization Event (if any) shall have the rights provided by this Section
15.05. Such supplemental agreement shall provide for as nearly equivalent as
may be practicable to the adjustments provided for in this Section 15.05. The
above provisions of this Section 15.05 shall similarly apply to successive
Reorganization Events.



          Section 15.06. [Reserved].



          Section 15.07. Taxes on Shares Issued. The issue of stock certificates on
conversions of Debentures shall be made without charge to the converting
Debentureholder for any documentary, stamp or similar issue or transfer tax in
respect of the issue thereof. The Company shall not, however, be required to
pay any such tax which may be payable in respect of any transfer involved in
the issue and delivery of stock in any name other than that of the holder of
any Debenture converted, and the Company shall not be required to issue or
deliver any such stock certificate unless and until the Person or Persons
requesting the issue thereof shall have paid to the Company the amount of such
tax or shall have established to the satisfaction of the Company that such tax
has been paid.



          Section 15.08. Reservation of Shares, Shares To Be Fully Paid; Compliance
with Governmental Requirements; Listing of Common Stock. The Company shall
provide, free from preemptive rights, out of its authorized but unissued shares
or shares held in treasury, sufficient shares of Common Stock to provide for
the conversion of the Debentures from time to time as such Debentures are
presented for conversion.



          Before taking any action which would cause an adjustment increasing the
Conversion Rate to an amount that would cause the Conversion Price to be
reduced below the then par value, if any, of the shares of Common Stock
issuable upon conversion of the Debentures, the Company will take all corporate
action which may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue shares of such Common Stock at such
adjusted Conversion Rate.



76









 







          The Company covenants that all shares of Common Stock which may be issued
upon conversion of Debentures will upon issue be fully paid and non-assessable
by the Company and free from all taxes, liens and charges with respect to the
issue thereof.



          The Company covenants that, if any shares of Common Stock to be provided
for the purpose of conversion of Debentures hereunder require registration with
or approval of any governmental authority under any federal or state law before
such shares may be validly issued upon conversion, the Company will in good
faith and as expeditiously as possible, to the extent then permitted by the
rules and interpretations of the Commission (or any successor thereto),
endeavor to secure such registration or approval, as the case may be. The
Company further covenants that, if at any time the Common Stock shall be listed
on the New York Stock Exchange, Nasdaq National Market or any other U.S.
national securities exchange or automated quotation system, the Company will,
if permitted by the rules of such exchange or automated quotation system, list
and keep listed, so long as the Common Stock shall be so listed on such
exchange or automated quotation system, all Common Stock issuable upon
conversion of the Debentures; provided that if the rules of such exchange or
automated quotation system permit the Company to defer the listing of such
Common Stock until the first conversion of the Debentures into Common Stock in
accordance with the provisions of this Indenture, the Company covenants to list
such Common Stock issuable upon conversion of the Debentures in accordance with
the requirements of such exchange or automated quotation system at such time.



          Section 15.09. Responsibility of Trustee. The Trustee and any other
Conversion Agent shall not at any time be under any duty or responsibility to
the Company or any holder of Debentures to determine the Conversion Rate or
whether any facts exist which may require any adjustment of the Conversion
Rate, or with respect to the nature or extent or calculation of any such
adjustment when made, or with respect to the method employed, or herein or in
any supplemental indenture provided to be employed, in making the same. The
Trustee and any other Conversion Agent shall not be accountable with respect to
the validity or value (or the kind or amount) of any shares of Common Stock, or
of any securities or property, which may at any time be issued or delivered
upon the conversion of any Debenture; and the Trustee and any other Conversion
Agent make no representations with respect thereto. Neither the Trustee nor
any Conversion Agent shall be responsible for any failure of the Company to
issue, transfer or deliver any shares of Common Stock or stock certificates or
other securities or property or cash upon the surrender of any Debenture for
the purpose of conversion or to comply with any of the duties, responsibilities
or covenants of the Company contained in this Article 15. Without limiting the
generality of the foregoing, neither the Trustee nor any Conversion Agent shall
be under any responsibility to determine the correctness of any provisions
contained in any supplemental indenture entered into pursuant to Section
15.05(b) relating either to the kind or amount of shares of stock or securities
or property (including cash) receivable by Debentureholders upon the conversion
of their Debentures after any event referred to in such Section 15.05(b) or to
any adjustment to be made with respect thereto, but, subject to the provisions
of Section 8.01, may accept as conclusive evidence of the correctness of any
such provisions, and shall be protected in



77









 





relying upon, the Officers’ Certificate (which the Company shall be
obligated to file with the Trustee prior to the execution of any such
supplemental indenture) with respect thereto.



          Section 15.10. Notice to Holders Prior to Certain Actions. In case:




          (a) the Company shall declare a dividend (or any other distribution)
on its Common Stock that would require an adjustment in the Conversion
Rate pursuant to Section 15.05; or




          (b) the Company shall authorize the granting to the holders of all
or substantially all of its Common Stock of rights or warrants to
subscribe for or purchase any share of any class or any other rights or
warrants; or




          (c) of any reclassification or reorganization of the Common Stock of
the Company (other than a subdivision or combination of its outstanding
Common Stock, or a change in par value, or from par value to no par
value, or from no par value to par value), or of any consolidation or
merger to which the Company is a party and for which approval of any
shareholders of the Company is required, or of the sale or transfer of
all or substantially all of the assets of the Company; or




          (d) of the voluntary or involuntary dissolution, liquidation or
winding up of the Company;



          the Company shall cause to be filed with the Trustee and to be mailed to
each holder of Debentures at his address appearing on the Debenture Register
provided for in Section 2.05 of this Indenture, as promptly as possible but in
any event at least ten (10) days prior to the applicable date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution or rights or warrants, or, if a
record is not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distribution or rights are to be
determined, or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up is expected to
become effective or occur, and the date as of which it is expected that holders
of Common Stock of record shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up.
Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such dividend, distribution, reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up.



ARTICLE 16




SUBORDINATION




          Section 16.01. Debentures Subordinate to Senior Debt. The Company agrees,
and each holder of a Debenture, by acceptance thereof, likewise agrees, that,
to the extent and in the manner hereinafter set forth in this Article 16, the
payment of the principal and Interest (and Contingent Interest, if any) on the
Debentures and any other




78









 




obligations in respect of the Debentures are hereby expressly made
subordinate in right of payment to the prior payment in full of all Senior Debt
of the Company and that the subordination is for the benefit of and enforceable
by the holders of such Senior Debt. The indebtedness of the Company arising
under or in connection with this Indenture and every outstanding Debenture
issued under this Indenture from time to time constitutes and will constitute a
senior unsecured subordinated general obligation of the Company, ranking
equally with other existing and future senior subordinated Indebtedness of the
Company and ranking senior to future subordinated indebtedness of the Company.
The Company shall not incur, create, assume, guarantee or otherwise become
liable for any indebtedness that is subordinate or junior in right of payment
to any of the Company’s other indebtedness and senior in any respect in right
of payment to the Debentures.




        Section 16.02. 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 marshaling 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 “Company Proceeding”) the holders of all Senior Debt
of the Company shall first be entitled to receive payment in full of all
amounts due or to become due on or in respect of all such Senior Debt
(including interest after the commencement of any Company Proceeding at the
rate specified in the applicable Senior Debt), or provision shall be made for
such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of such Senior Debt, before the holders of the Debentures are
entitled to receive any payment or distribution of any kind or character from
the Company, whether in cash, property or Debentures (including any payment or
distribution which may be payable or deliverable by reason of the payment of
any other debt of the Company subordinated to the payment of the Debentures on
account of principal of, premium, if any, or Interest on or other obligations
in respect of the Debentures or on account of any purchase or redemption or
other acquisition of Debentures by the Company or Allied or any Subsidiary of
the Company, all such payments, distributions, purchases and acquisitions
herein referred to, individually and collectively, as a “Company Debentures
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 Company
Debentures Payment which may be payable or deliverable in respect of the
Debentures in any such Company Proceeding. Notwithstanding the foregoing,
holders of Debentures may receive and retain Permitted Junior Security.



        In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the holder of any Debenture shall have received any
Company Debentures 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 such Senior Debt, then and in such
event such Company Debentures Payment shall be paid over or delivered forthwith
to the holders of Senior Debt for application to the payment of such Senior
Debt remaining unpaid, to the extent necessary to pay such



79









 




Senior Debt in full, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Debt.




        The consolidation of the Company with, or the merger of the Company with,
another Person or the liquidation or dissolution of the Company following the
conveyance or transfer of all or substantially all of its properties and assets
as an entirety to another Person upon the terms and conditions set forth in
Article 12 shall not be deemed a Company Proceeding for the purposes of this
section if the Person formed by such consolidation or with which the Company
merges or the Person which acquires by conveyance or transfer such properties
and assets as an entirety, as the case may be, shall, as a part of such
consolidation, merger, conveyance or transfer, complies with the conditions set
forth in Article 12.



        Section 16.03. No Payment When Senior Debt in Default. In the event that
any Company Senior Payment Default (as defined below) shall have occurred and
be continuing, then no Company Debentures Payment shall be made unless and
until such Company 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 otherwise in a manner satisfactory
to the holders of such Senior Debt. Notwithstanding the foregoing, holders may
receive and retain Permitted Junior Securities. “Company Senior Payment
Default” means (i) any default in the payment of principal of, premium, if any,
or interest on any Designated Senior Debt of the Company that continues beyond
any applicable grace period and (ii) any event of default with respect to
Designated Senior Debt of the Company which has resulted in such Designated
Senior Debt becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable.



        In the event that any Company Senior Nonmonetary Default (as defined
below) shall have occurred and be continuing, then, upon the receipt by the
Trustee of written notice (the “Payment Blockage Notice”) of such Company
Senior Nonmonetary Default from the Company or any holder of Designated Senior
Debt, no Company Debentures Payment shall be made during the period (the
“Company 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
Company Senior Nonmonetary Default shall have been cured or waived or shall
have ceased to exist and any acceleration of Designated Senior Debt of the
Company shall have been rescinded or annulled or the Designated Senior Debt of
the Company to which such Company Senior Nonmonetary Default relates shall have
been discharged or (ii) the 179th day after the date of such receipt of such
written notice. If the Trustee receives any Payment Blockage Notice, no
subsequent Payment Blockage Notice shall be effective for purposes of this
Section 16.03 unless and until (A) at least 360 days shall have elapsed since
the effectiveness of the immediately prior Payment Blockage Notice and (B) all
scheduled payments of principal, premium, if any, and Interest on the
Debentures that have come due have been paid in full in cash. For all purposes
of this paragraph, no Company Senior Nonmonetary Default that existed or was
continuing on the date of commencement of any Company Payment Blockage Period
shall be, or can be, made the basis for the commencement of a subsequent



80









 




Company Payment Blockage Period whether or not within a period of 360
consecutive days by holders of Designated Senior Debt of the Company or their
representatives unless such Company Senior Nonmonetary Default shall have been
cured for a period of not less than 90 consecutive days. “Company Senior
Nonmonetary Default” means the occurrence or existence and continuance of any
event of default, or of any event which, after notice or lapse of time (or
both), would become an event of default, under the terms of any instrument
pursuant to which any Designated Senior Debt of the Company is outstanding,
permitting (after notice or lapse of time or both) one or more 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, other than a Company Senior
Payment Default. Notwithstanding the foregoing, holders may receive and retain
Permitted Junior Securities.




        In the event that, notwithstanding the foregoing, the Company shall make
any Company Debentures Payment to the Trustee or any holder of Debentures
prohibited by the foregoing provisions of this Section, then and in such event
such Company Debentures Payment shall be paid over and delivered forthwith to
the holders of the Senior Debt of the Company.



        The provisions of this Section shall not apply to any Debentures Payment
with respect to which Section 16.02 would be applicable.



        Section 16.04. Certain Payments Permitted. Nothing contained in this
Article or elsewhere in this Indenture or in any of the Debentures shall
prevent the Company, at any time except during the pendency of any Company
Proceeding referred to in Section 16.02 or under the conditions described in
Section 16.03, from making Company Debentures Payments.



        Section 16.05. Subrogation to Rights of Holders of Senior Debt. After all
Senior Debt is paid in full and until the Debentures are paid in full, holders
of Debentures shall be subrogated (equally and ratably with all other
indebtedness pari passu with the Debentures) to the rights of holders of Senior
Debt to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the holders of Debentures have been applied
to the payment of Senior Debt. A distribution made under this Article 16 to
holders of Senior Debt that otherwise would have been made to holders of
Debentures is not, as between the Company and holders of Debentures, a payment
by the Company on the Debentures.



        Section 16.06. 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 of Debentures on the one hand and
the holders of Senior Debt on the other hand. Nothing contained in this Article
or elsewhere in this Indenture or in the Debentures is intended to or shall (a)
impair, as among the Company, its creditors other than holders of Senior Debt
and the holders of the Debentures, 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, is intended to rank equally



81









 




with all other general obligations of the Company), to pay to the holders
of the Debentures the principal of, premium, if any, and Interest on the
Debentures 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 Debentures and creditors of the Company, other than the holders
of Senior Debt; or (c) prevent the Trustee or the holder of any Debenture 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 to receive cash, property and Debentures otherwise
payable or deliverable to the Trustee or such holder.




        If the Company fails because of this Article 16 to pay principal of,
premium, if any, or Interest on a Debenture on the due date, the failure is
still a default or Event of Default under this Indenture. Nothing in this
Article 16 shall have any effect on the right of holders of Debentures or the
Trustee to accelerate the maturity of the Debentures.



        Section 16.07. Acceleration of Payment of Debentures. If payment of the
Debentures is accelerated because of an Event of Default, the Company or the
Trustee (provided that the Trustee shall have received written notice from the
Company, on which notice of the Trustee shall be entitled to conclusively rely)
shall promptly notify the holders of the Designated Senior Debt of the Company
of the acceleration. If any Designated Senior Debt of the Company is
outstanding, the Company may not pay the Debentures until five Business Days
after such holders of such Designated Senior Debt receive notice of such
acceleration and, thereafter, may pay the Debentures only if this Article 16
otherwise permits payment at that time.



        Section 16.08. Trustee To Effectuate Subordination. Each holder of a
Debenture by 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 16.09. No Waiver of Subordination Provisions. No right of any
present or future holder of any Senior Debt 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 agreements 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 may, at any time and from time to time, without the
consent of or notice to the Trustee or the holders of the Debentures, without
incurring responsibility to the holders of the Debentures and without impairing
or releasing the subordination provided in this Article or the obligations
hereunder of the holders of the Debentures to the holders of Senior Debt, 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 or increase, Senior
Debt, or otherwise amend or supplement in any manner Senior Debt or any



82









 




instrument evidencing the same or any agreement under which senior Debt is
outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing senior Debt; (iii) release any Person
liable in any manner for the collection of Senior Debt; and (iv) exercise or
refrain from exercising any rights against the Company and any other Person.




        Section 16.10. 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 Debentures.
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 Debentures and the Trustee may continue to make payments on
the Debentures, unless the Trustee shall have received at its Corporate Trust
Office at least five Business Days prior to the date of such payment written
notice of facts that would cause the payment obligations with respect to the
Debentures to violate this Article from the Company or a holder of Senior Debt
or from any trustee therefor; and, prior to the receipt of any such written
notice, the Trustee, subject to the provisions of Section 8.01, shall be
entitled in all respects to assume that no such facts exist, provided that
nothing in this Section 16.10 shall impair the subordination revisions of this
Article 16. Subject to the provisions of Section 8.01, 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 (or a trustee,
representative or agent therefor) to establish that such notice has been given
by a holder of Senior Debt (or a trustee, representative or agent 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 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 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 16.11. Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets or Debentures of the Company
referred to in this Article, the Trustee, subject to the provisions of Section
8.01, and the holders of the Debentures 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 Debentures, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of the
Senior Debt 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 16.12. Trustee Not Fiduciary for Holders of Senior Debt. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Debt and



83









 




shall not be liable to any such holders if it shall in good faith
mistakenly pay over or distribute to holders of Debentures or to the Company or
to any other Person cash, property or Debentures to which any holders of Senior
Debt shall be entitled by virtue of this Article or otherwise.




        Section 16.13. Rights of Trustee as Holder of Senior Debt; 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 which
may at any time be held by it, to the same extent as any other holder of Senior
Debt, 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 8.06.



        Section 16.14. 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 16.13
shall not apply to the Company or any Affiliate of the Company if it or such
Affiliate acts as Paying Agent.



        Section 16.15. Defeasance of this Article 16. The subordination of the
Debentures provided by this Article 16 is expressly made subject to the
provisions for defeasance or agreement defeasance in Article 13 and, anything
herein to the contrary notwithstanding, upon the effectiveness of any such
defeasance or agreement defeasance, the Debentures then outstanding relating
thereto shall thereupon cease to be subordinated pursuant to this Article 16.



ARTICLE 17




MISCELLANEOUS PROVISIONS




        Section 17.01. Provisions Binding on Company’s Successors. All the
covenants, stipulations, promises and agreements by the Company contained in
this Indenture shall bind its successors and assigns whether so expressed or
not.



        Section 17.02. Official Acts by Successor Corporation. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer of any Person that shall at the time be the lawful sole successor of
the Company.



        Section 17.03. Addresses for Notices, Etc.. Any request, notice or demand
which by any provision of this Indenture is required or permitted to be given
or served by the Trustee or by the holders of Debentures on the Company shall
be deemed to have been sufficiently given or made, for all purposes, if
delivered by messenger or



84









 




overnight carrier, given or served by being deposited postage prepaid by
registered or certified mail in a post office letter box or sent by telecopier
transmission addressed as follows: to Allied Waste Industries, Inc., 15880
North Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona 85260, Telecopier
No.: [ ], Attention: Treasurer. Any notice, direction, request or demand
hereunder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if delivered by messenger or overnight
carrier, given or served by being deposited, postage prepaid, by registered or
certified mail in a post office letter box or sent by telecopier transmission
addressed as follows: U.S. Bank National Association, 60 Livingston Avenue,
St. Paul Minnesota 55107, Telecopier No.: [ ], Attention: [ ]; provided,
however, that the Trustee shall not be deemed to have received notice until
such notice is actually received.




        The Company or the Trustee, by notice to the other, may designate
additional or different addresses for subsequent notices or communications.
Any notice or communication mailed to a Debentureholder shall be mailed to him
by first class mail, postage prepaid, at his address as it appears on the
Debenture Register and shall be sufficiently given to him if so mailed within
the time prescribed.



        Failure to mail a notice or communication to a Debentureholder or any
defect in it shall not affect its sufficiency with respect to other
Debentureholders. If a notice or communication is mailed in the manner
provided above, it is duly given, whether or not the addressee receives it.



        Section 17.04. Governing Law. This Indenture and each Debenture shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of the State of New
York (including Section 5-1401 of the New York General Obligations Law or any
successor to such statute).



        Section 17.05. Evidence of Compliance with Conditions Precedent,
Certificates to Trustee. Upon any application, request or demand by the
Company to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with, and an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.



        Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture shall include: (1) a statement that the person making
such certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statement or opinion contained in such certificate or opinion is
based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.



85









 





        Section 17.06. Legal Holidays. In any case in which the date of maturity
of Interest on or principal of the Debentures or the Redemption Date of any
Debenture or any Repurchase Date with respect to any Debenture will not be a
Business Day, then payment of such Interest on or principal of the Debentures
need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the date of maturity or the
Redemption Date or the Repurchase Date, as the case may be, and no Interest
shall accrue for the period from and after such date.



        Section 17.07. Company Responsible for Making Calculations. The Company
will be responsible for making all calculations called for under this
Indenture. These calculations include, but are not limited to, determination
of the Current Market Price, Last Reported Sale Price and Trading Price, the
amount of accrued Interest payable on the Debentures, the Conversion Price of
the Debentures and the Conversion Rate of the Debentures. The Company will
make these calculations in good faith and, absent manifest error, these
calculations will be final and binding on the Debentureholders. Promptly after
the calculation thereof, the Company will provide to each of the Trustee and
the Conversion Agent an Officers’ Certificate setting forth a schedule of its
calculations, and each of the Trustee and the Conversion Agent is entitled to
conclusively rely upon the accuracy of such calculations without independent
verification. The Trustee will forward the Company’s calculations to any
Debentureholder upon the written request of such Debentureholder.



        Section 17.08. Trust Indenture Act. This Indenture is hereby made subject
to, and shall be governed by, the provisions of the Trust Indenture Act
required to be part of and to govern indentures qualified under the Trust
Indenture Act; provided that unless otherwise required by law, notwithstanding
the foregoing, this Indenture and the Debentures issued hereunder shall not be
subject to the provisions of subsections (a)(1), (a)(2), and (a)(3) of Section
314 of the Trust Indenture Act as now in effect or as hereafter amended or
modified; provided further that this Section 17.08 shall not require this
Indenture or the Trustee to be qualified under the Trust Indenture Act prior to
the time such qualification is in fact required under the terms of the Trust
Indenture Act, nor shall it constitute any admission or acknowledgment by any
party to the Indenture that any such qualification is required prior to the
time such qualification is in fact required under the terms of the Trust
Indenture Act. If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in an indenture
qualified under the Trust Indenture Act, such required provision shall control.



        Section 17.09. No Security Interest Created. Except as provided in
Section 8.06, nothing in this indenture or in the Debentures, expressed or
implied, shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in
effect, in any jurisdiction in which property of the Company or its
subsidiaries is located.



        Section 17.10. Benefits of Indenture. Nothing in this Indenture or in the
Debentures, express or implied, shall give to any Person, other than the
parties hereto, any Paying Agent, any authenticating agent, any Debenture
Registrar and their successors



86









 




hereunder and the holders of Debentures, any benefit or any legal or
equitable right, remedy or claim under this Indenture.




        Section 17.11. Table of Contents, Headings, Etc. The table of contents
and the titles and headings of the Articles and Sections of this Indenture have
been inserted for convenience of reference only, are not to be considered a
part hereof, and shall in no way modify or restrict any of the terms or
provisions hereof.



        Section 17.12. Authenticating Agent. The Trustee may appoint an
authenticating agent that shall be authorized to act on its behalf, and subject
to its direction, in the authentication and delivery of Debentures in
connection with the original issuance thereof and transfers and exchanges of
Debentures hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 3.02 and
3.08, as fully to all intents and purposes as though the authenticating agent
had been expressly authorized by this Indenture and those Sections to
authenticate and deliver Debentures. For all purposes of this Indenture, the
authentication and delivery of Debentures by the authenticating agent shall be
deemed to be authentication and delivery of such Debentures “by the Trustee”
and a certificate of authentication executed on behalf of the Trustee by an
authenticating agent shall be deemed to satisfy any requirement hereunder or in
the Debentures for the Trustee’s certificate of authentication. Such
authenticating agent shall at all times be a Person eligible to serve as
trustee hereunder pursuant to Section 8.09.



        Any corporation into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any authenticating agent
shall be a party, or any corporation succeeding to the corporate trust business
of any authenticating agent, shall be the successor of the authenticating agent
hereunder, if such successor corporation is otherwise eligible under this
Section 17.12, without the execution or filing of any paper or any further act
on the part of the parties hereto or the authenticating agent or such successor
corporation.



        Any authenticating agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any authenticating agent by giving written notice of
termination 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
any authenticating agent shall cease to be eligible under this Section, the
Trustee shall either promptly appoint a successor authenticating agent or
itself assume the duties and obligations of the former authenticating agent
under this Indenture and, upon such appointment of a successor authenticating
agent, if made, shall give written notice of such appointment of a successor
authenticating agent to the Company and shall mail notice of such appointment
of a successor authenticating agent to all holders of Debentures as the names
and addresses of such holders appear on the Debenture Register.



        The Company agrees to pay to the authenticating agent from time to time
such reasonable compensation for its services as shall be agreed upon in
writing between the Company and the authenticating agent.



87









 





        The provisions of Sections 8.02, 8.03, 8.04 and 9.03 and this Section
17.12 shall be applicable to any authenticating agent.



        Section 17.13. Execution in Counterparts. This Indenture may be executed
in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.



        Section 17.14. Severability. In case any provision in this Indenture or
in the Debentures shall be invalid, illegal or unenforceable, then (to the
extent permitted by law) the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
U.S. Bank National Association hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions herein above set forth.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




88









 








        IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed.



	 	 	 	 	 	 	 
	 	 	ALLIED WASTE INDUSTRIES, INC.,
	 
	 	 	 	 	 	 
	

	 	by 
	 	 	 	 
	

	 	 	 	
	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 







	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION

   as Trustee
	 
	

	 	by
	 	 	 	 
	

	 	 	 	
	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 







89









 





EXHIBIT A




[Include only for Global Debentures:]




        [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
“DEPOSITORY”, WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR THE
CERTIFICATES) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY (AND ANY PAYMENT HEREIN IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]



        Each Debenture shall bear the following legend:



        THIS DEBENTURE IS SUBJECT TO UNITED STATES FEDERAL INCOME TAX REGULATIONS
GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS. FOR PURPOSES OF SECTIONS 1272,
1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE COMPARABLE YIELD OF THIS
DEBENTURE IS 7.625%, COMPOUNDED SEMI-ANNUALLY (WHICH WILL BE TREATED AS THE
YIELD TO MATURITY FOR UNITED STATES FEDERAL INCOME TAX PURPOSES).



        THE ISSUER AGREES, AND BY ACCEPTING A BENEFICIAL OWNERSHIP INTEREST IN
THIS DEBENTURE EACH HOLDER AND ANY BENEFICIAL OWNER OF THIS DEBENTURE WILL BE
DEEMED TO HAVE AGREED, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES (1) TO
TREAT THIS DEBENTURE AS A DEBT INSTRUMENT THAT IS SUBJECT TO TREAS. REG. SEC.
1.1275-4 (THE “CONTINGENT PAYMENT REGULATIONS”), (2) TO TREAT THE FAIR MARKET
VALUE OF ANY COMMON STOCK RECEIVED UPON ANY CONVERSION OF THIS DEBENTURE OR
UPON A PURCHASE OF THIS DEBENTURE AT THE HOLDER’S OPTION AS A CONTINGENT
PAYMENT FOR PURPOSES OF THE CONTINGENT PAYMENT REGULATIONS, AND (3) TO ACCRUE
INTEREST WITH RESPECT TO THE DEBENTURE AS ORIGINAL ISSUE DISCOUNT FOR UNITED
STATES FEDERAL INCOME TAX PURPOSES ACCORDING TO THE “NONCONTINGENT BOND
METHOD,” SET FORTH IN THE CONTINGENT PAYMENT REGULATIONS, AND TO BE BOUND BY
THE ISSUER’S DETERMINATION OF THE “COMPARABLE YIELD” AND “PROJECTED PAYMENT
SCHEDULE,” WITHIN THE MEANING OF THE CONTINGENT PAYMENT REGULATIONS, WITH
RESPECT TO THIS DEBENTURE. THE ISSUER AGREES TO PROVIDE PROMPTLY TO THE HOLDER
OF THIS DEBENTURE, UPON WRITTEN REQUEST, THE ISSUE PRICE, AMOUNT OF TAX
ORIGINAL ISSUE DISCOUNT, ISSUE DATE, YIELD TO



 









 




MATURITY, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE. ANY SUCH
WRITTEN REQUEST SHOULD BE SENT TO THE ISSUER AT THE FOLLOWING ADDRESS: ALLIED
WASTE INDUSTRIES, INC., 15880 NORTH GREENWAY-HAYDEN LOOP, SUITE 100,
SCOTTSDALE, ARIZONA 85260, ATTN: [TREASURER].




A-2









 








ALLIED WASTE INDUSTRIES, INC.





4.25% SENIOR SUBORDINATED CONVERTIBLE DEBENTURES DUE 2034




	 	 	 	 	 	 	 	 	 
	No.

	 	$	200,000,000	 	 	CUSIP:
	 	019589 AD 2







        Allied Waste Industries, Inc., a corporation duly organized and validly
existing under the laws of the State of Delaware (herein called the “Company”,
which term includes any successor corporation under the Indenture referred to
on the reverse hereof), for value received hereby promises to pay to CEDE & CO.
or its registered assigns, the principal sum set forth on Schedule I hereto on
April 15, 2034 at the office or agency of the Company maintained for that
purpose in accordance with the terms of the Indenture, in such coin or currency
of the United States of America as at the time of payment shall be legal tender
for the payment of public and private debts, and to pay interest, semiannually
on April 15 and October 15 of each year, commencing October 15, 2004, on said
principal sum at said office or agency, in like coin or currency, at the rate
per annum of 4.25%, from the April 15 or October 15, as the case may be, next
preceding the date of this Debenture to which interest has been paid or duly
provided for, unless the date hereof is a date to which interest has been paid
or duly provided for, in which case from the date of this Debenture, or unless
no interest has been paid or duly provided for on the Debentures, in which case
from April 20, 2004 until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if the date hereof is after any
May 1 or November 1, as the case may be, and before the following April 15 or
October 15, this Debenture shall bear interest from such April 15 or October
15; provided that if the Company shall default in the payment of interest due
on such April 15 or October 15, then this Debenture shall bear interest from
the next preceding April 15 or October 15 to which interest has been paid or
duly provided for; and provided further that if no interest has been paid or
duly provided for on this Debenture, then this Debenture shall bear interest
from April 20, 2004. Contingent Interest, if any, will accrue for any
six-month Interest Period and be payable to holders of this Debenture on the
applicable Interest Payment Date to the person in whose name this Debenture is
registered on the corresponding record date. Except as otherwise provided in
the Indenture, the interest payable on the Debenture pursuant to the Indenture
on any April 15 or October 15 will be paid to the Person entitled thereto as it
appears in the Debenture Register at the close of business on the Regular
Record Date, which shall be the May 1 or November 1 (whether or not a Business
Day) next preceding such April 15 or October 15, as provided in the Indenture;
provided that any such interest not punctually paid or duly provided for shall
be payable as provided in the Indenture. The Company shall pay interest (i) on
any Debentures in certificated form by check mailed to the address of the
Person entitled thereto as it appears in the Debenture Register (or, upon
written notice, by wire transfer in immediately available funds, if such Person
is entitled to interest on Debentures with an aggregate principal amount in
excess of $2,000,000) or (ii) on any Global Debenture by wire transfer of
immediately available funds to the account of the Depositary or its nominee.



A-3









 





        The Company promises to pay interest on overdue principal and (to the
extent that payment of such interest is enforceable under applicable law)
Interest at the rate of 4.25%, per annum, compounded semi-annually.



        Reference is made to the further provisions of this Debenture set forth on
the reverse hereof, including, without limitation, provisions giving the holder
of this Debenture the right to convert this Debenture into Common Stock of the
Company on the terms and subject to the limitations referred to on the reverse
hereof and as more fully specified in the Indenture. Such further provisions
shall for all purposes have the same effect as though fully set forth at this
place.



        This Debenture shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance with
and governed by the laws of the State of New York (including Section 5-1401 of
the New York General Obligations Law or any successor to such statute). This
Debenture shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the Indenture.



A-4









 





        IN WITNESS WHEREOF, the Company has caused this Debenture to be duly
executed.



	 	 	 	 	 	 	 
	 	 	ALLIED WASTE INDUSTRIES, INC.,
	 
	

	 	   by
	 	 	 	 
	

	 	 	 	
	 	 







[Date of authentication]



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




This is one of the Debentures described in the within-named Indenture.



	 	 	 
	U.S. BANK NATIONAL ASSOCIATION,
	   as Trustee

	 
	   by

	 	 
	

	 	

	

	 	Authorized Signatory 
	 
	 	 
	, or
	 	 
	 
	 	 
	   by

	 	 
	

	 	

	

	 	As Authenticating Agent 

	

	 	(if different from Trustee)
	 
	 	 
	   by

	 	 
	

	 	

	

	 	Authorized Signatory 







A-5









 





FORM OF REVERSE OF DEBENTURE




ALLIED WASTE INDUSTRIES, INC.





4.25% SENIOR SUBORDINATED CONVERTIBLE DEBENTURES DUE 2034




        This Debenture is one of a duly authorized issue of Debentures of the
Company, designated as its 4.25% Senior Subordinated Convertible Debentures due
2034 (herein called the “Debentures”), limited in aggregate principal amount to
$115,000,000, issued and to be issued under and pursuant to an Indenture dated
as of April 20, 2004 (herein called the “Indenture”), between the Company and
U.S. Bank National Association, as trustee (herein called the “Trustee”), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the holders of
the Debentures. In case an Event of Default shall have occurred and be
continuing, the principal of and accrued Interest on all Debentures may be
declared by either the Trustee or the holders of not less than 25% in aggregate
principal amount of the Debentures then outstanding, and upon said declaration
shall become, due and payable, in the manner, with the effect and subject to
the conditions provided in the Indenture.



        The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of at least a majority in aggregate principal
amount of the Debentures at the time outstanding, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental indenture or
modifying in any manner the rights of the holders of the Debentures; provided
that no such supplemental indenture shall (i) extend the Stated Maturity of any
Debenture, or reduce the rate or extend the time of payment of Interest
thereon, or reduce the principal amount thereof or reduce any amount payable
upon redemption or repurchase thereof, or impair the right of any
Debentureholder to institute suit for the payment thereof, or make the
principal thereof or Interest thereon payable in any coin or currency other
than that provided in the Debentures, or change the obligation of the Company
to redeem any Debenture on a Redemption Date in a manner adverse to the
holders, or change the obligation of the Company to repurchase any Debenture
upon a Fundamental Change in a manner adverse to the holder of the Debentures,
or change the obligation of the Company to repurchase any Debenture on a
Company Repurchase Date in a manner adverse to the holder of the Debentures, or
impair the right to convert the Debentures into Common Stock subject to the
terms set forth in the Indenture, including Section 15.05(b) thereof, or reduce
the number of shares of Common Stock, the amount of cash or the amount of other
property receivable upon conversion, in each case without the consent of the
holder of each Debenture so affected, or modify any of the provisions of
Section 11.02 or Section 7.07 thereof, except to increase any such percentage
or to provide that certain other provisions of the Indenture cannot be modified
or waived without the consent of the holder of each Debenture so affected, or
change any obligation of the Company to maintain an office or agency in the
places and for the purposes set forth in Section 5.02 thereof, or reduce the



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quorum or voting requirements set forth in Article 10 or (ii) reduce the
aforesaid percentage of Debentures, the holders of which are required to
consent to any such supplemental indenture, without the consent of the holders
of all Debentures then outstanding. Subject to the provisions of the
Indenture, the holders of a majority in aggregate principal amount of the
Debentures at the time outstanding may on behalf of the holders of all of the
Debentures waive any past default or Event of Default under the Indenture and
its consequences except (A) a default in the payment of Interest on or the
principal of any of the Debentures, (B) a failure by the Company to convert any
Debentures into Common Stock, cash or a combination of cash and Common Stock of
the Company, (C) a default in the payment of the Redemption Price pursuant to
Article 3 of the Indenture, (D) a default in the payment of the Company
Repurchase Price or Fundamental Change Repurchase Price pursuant to Article 3
of the Indenture, or (E) a default in respect of a covenant or provision of the
Indenture which under Article 11 of the Indenture cannot be modified or amended
without the consent of the holders of each or all Debentures then outstanding
or affected thereby. Any such consent or waiver by the holder of this
Debenture (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such holder and upon all future holders and owners of this
Debenture and any Debentures which may be issued in exchange or substitution
hereof, irrespective of whether or not any notation thereof is made upon this
Debenture or such other Debentures.




        No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and Interest on this
Debenture at the place, at the respective times, at the rate and in the coin or
currency herein prescribed.



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



        The Debentures are issuable in fully registered form, without interest
coupons, in denominations of $1,000 principal amount and any multiple of
$1,000. At the office or agency of the Company referred to on the face hereof,
and in the manner and subject to the limitations provided in the Indenture,
without payment of any service charge but with payment of a sum sufficient to
cover any tax, assessment or other governmental charge that may be imposed in
connection with any registration or exchange of Debentures, Debentures may be
exchanged for a like aggregate principal amount of Debentures of any other
authorized denominations.



        At any time on or after April 18, 2009 and prior to maturity, the
Debentures may be redeemed at the option of the Company, in whole or in part,
in cash upon mailing a notice of such redemption not less than 30 days but not
more than 60 days before the Redemption Date to the holders of Debentures at
their last registered addresses, all as provided in the Indenture, at a
Redemption Price equal to 100% of the principal amount of debentures being
redeemed plus accrued and unpaid Interest to, but excluding, the Redemption
Date; provided that if the applicable Redemption Date is an Interest Payment
Date, the Interest payable on such Interest Payment Date shall be paid on such
Interest Payment Date to the holders of record of such Debentures on the



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applicable record date instead of the holders surrendering such Debentures
for redemption on such date.




        In no event will any Security be redeemable at the option of the Company
before April 18, 2009.



        The Company may not give notice of any redemption of the Debentures if a
default in the payment of Interest on the Debentures has occurred and is
continuing.



        The Debentures are not subject to redemption through the operation of any
sinking fund.



        If a Fundamental Change occurs at any time prior to maturity of the
Debentures, this Debenture will be redeemable on a Fundamental Change
Repurchase Date, specified by the Company, which shall be no later than 30 days
after notice thereof, at the option of the holder of this Debenture at a
Fundamental Change Repurchase Price equal to 100% of the principal amount
thereof, together with accrued Interest to (but excluding) the Fundamental
Change Repurchase Date. The Company shall mail to all holders of record of the
Debentures a notice of the occurrence of a Fundamental Change and of the
repurchase right arising as a result thereof on or before the 30th day after
the occurrence of such Fundamental Change. For a Debenture to be so
repurchased at the option of the holder, the Company must receive at the office
or agency of the Company maintained for that purpose in accordance with the
terms of the Indenture, such Debenture with the form entitled “Form of
Fundamental Change Repurchase Election” on the reverse thereof duly completed,
together with such Debenture, duly endorsed for transfer at any time prior to
the close of business on the Business Day immediately preceding the Fundamental
Change Repurchase Date. Subject to the terms and conditions of the Indenture,
the Company shall become obligated to repurchase, at the option of the holder,
all or any portion of the Debentures held by such holder on April 15, 2011,
April 15, 2014, April 15, 2019, April 15, 2024 and April 15, 2029 in integral
multiples of $1,000 at a Company Repurchase Price of 100% of the principal
amount, plus any accrued and unpaid Interest on such Debenture to but excluding
the Company Repurchase Date. To exercise such right, a holder shall deliver to
the Company such Debenture with the form entitled “Form of Company Repurchase
Election” on the reverse thereof duly completed, together with the Debenture,
duly endorsed for transfer, at any time from the opening of business on the
date that is 20 Business Days prior to such Company Repurchase Date until the
close of business on the Business Day immediately preceding the Company
Repurchase Date, and shall deliver the Debentures to the Trustee (or other
Paying Agent appointed by the Company) as set forth in the Indenture.



        The Company Repurchase Price to be paid on any of April 15, 2011, April
15, 2014, April 15, 2019, April 15, 2024 and April 15, 2029 and the Fundamental
Change Repurchase Price to be paid on any Fundamental Change Repurchase Date
shall be paid in cash, subject to the terms and conditions of the Indenture.



        Holders have the right to withdraw any Repurchase Election by delivering
to the Trustee (or other Paying Agent appointed by the Company) a written
notice of



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withdrawal up to the close of business on the Business Day immediately
preceding the Repurchase Date, all as provided in the Indenture.




        If money sufficient to pay the Repurchase Price with respect to all
Debentures or portions thereof to be repurchased as of any Repurchase Date is
deposited with the Trustee (or other Paying Agent appointed by the Company),
then on and after such Repurchase Date, Interest will cease to accrue on such
Debentures (or portions thereof), and the holder thereof shall have no other
rights as such other than the right to receive the Repurchase Price upon
surrender of such Debenture.



        Subject to the occurrence of certain events and in compliance with the
provisions of the Indenture, prior to the Stated Maturity of the Debentures,
the holder hereof has the right, at its option, to convert each $1,000
principal amount of the Debentures into 48.9476 shares of the Company’s Common
Stock (a Conversion Price of approximately $20.43 per share), as such shares
shall be constituted at the date of conversion and subject to adjustment from
time to time as provided in the Indenture, upon surrender of this Debenture
with the form entitled “Form of Conversion Notice” on the reverse hereof duly
completed, to the Company at the office or agency of the Company maintained
for that purpose in accordance with the terms of the Indenture, or at the
option of such holder, the Corporate Trust office, and, unless the shares
issuable on conversion are to be issued in the same name as this Debenture,
duly endorsed by, or accompanied by instruments of transfer in form
satisfactory to the Company duly executed by, the holder or by his duly
authorized attorney. The Company will notify the holder thereof of any event
triggering the right to convert the Debentures as specified above in accordance
with the Indenture.



        If the Company (i) is a party to a consolidation, merger, statutory share
exchange or combination, (ii) reclassifies the Common Stock, or (iii) sells or
conveys its properties and assets substantially as an entirety to any Person,
the right to convert a Security into shares of Common Stock may be changed into
a right to convert it into the kind or amount of cash, securities or other
property receivable upon such event, in each case in accordance with the
Indenture.



        No adjustment in respect of Interest on any Debenture converted or
dividends on any shares issued upon conversion of such Debenture will be made
upon any conversion except as set forth in the next sentence. If this
Debenture (or portion hereof) is surrendered for conversion during the period
from the close of business on any record date for the payment of Interest to
the opening of business on the immediately following Interest Payment Date,
this Debenture (or portion hereof being converted) must be accompanied by
payment, in immediately available funds or other funds acceptable to the
Company, of an amount equal to the Interest otherwise payable on such Interest
Payment Date on the principal amount being converted; provided that no such
payment shall be required (1) if the Company has specified a Redemption Date
that is after a record date and prior to the next Interest Payment Date, (2) if
the Company has specified a Repurchase Date following a Fundamental Change that
is after a record date and on or prior to the next Interest Payment Date or (3)
to the extent of any overdue Interest, if any overdue Interest exists at the
time of conversion with respect to such Debenture.



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        No fractional shares will be issued upon any conversion, but an adjustment
and payment in cash will be made, as provided in the Indenture, in respect of
any fraction of a share which would otherwise be issuable upon the surrender of
any Debenture or Debentures for conversion.



        A Debenture in respect of which a holder is exercising its right to
require repurchase upon a Fundamental Change or repurchase on a Repurchase Date
may be converted only if such holder withdraws its election to exercise such
right in accordance with the terms of the Indenture.



        Upon due presentment for registration of transfer of this Debenture at the
office or agency of the Company maintained for that purpose in accordance with
the terms of the Indenture, a new Debenture or Debentures of authorized
denominations for an equal aggregate principal amount will be issued to the
transferee in exchange thereof, subject to the limitations provided in the
Indenture, without charge except for any tax, assessment or other governmental
charge imposed in connection therewith.



        The Company, the Trustee, any authenticating agent, any Paying Agent, any
Conversion Agent and any Debenture Registrar may deem and treat the registered
holder hereof as the absolute owner of this Debenture (whether or not this
Debenture shall be overdue and notwithstanding any notation of ownership or
other writing hereon made by anyone other than the Company or any Debenture
Registrar) for the purpose of receiving payment hereof, or on account hereof,
for the conversion hereof and for all other purposes, and neither the Company
nor the Trustee nor any other authenticating agent nor any Paying Agent nor
other Conversion Agent nor any Debenture Registrar shall be affected by any
notice to the contrary. All payments made to or upon the order of such
registered holder shall, to the extent of the sum or sums paid, satisfy and
discharge liability for monies payable on this Debenture.



        No recourse for the payment of the principal of or Interest on this
Debenture, or for any claim based hereon or otherwise in respect hereof, and no
recourse under or upon any obligation, covenant or agreement of the Company in
the Indenture or any supplemental indenture or in any Debenture, or because of
the creation of any indebtedness represented thereby, shall be had against any
incorporator, shareholder, employee, agent, officer or director or subsidiary,
as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by acceptance hereof and as part of the consideration for the
issue hereof, expressly waived and released.



        The Company agrees, and by acceptance of a Debenture, each beneficial
holder of a Debenture will be deemed to have agreed to treat the Debentures as
indebtedness of the Company for U.S. federal income tax purposes that are
subject to the regulations governing contingent payment debt instruments and to
be bound (in the absence of an administrative determination or judicial ruling
to the contrary) by the Company’s determination of the comparable yield and
projected payment schedule



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within the meaning of the regulations governing contingent payment debt
instruments. A holder of Debentures may obtain the issue price, the amount of
original issue discount, issue date, yield to maturity, comparable yield and
projected payment schedule for the Debentures, determined by the Company
pursuant to Treas. Reg. Sec. 1.1275-4, by submitting a written request for it
to the Company at the following address: Allied Waste Industries, Inc., 15880
North Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona 85260, Attention:
[Treasurer].




        Terms used in this Debenture and defined in the Indenture are used herein
as therein defined.



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ABBREVIATIONS




        The following abbreviations, when used in the inscription of the face of
this Debenture, shall be construed as though they were written out in full
according to applicable laws or regulations.



	 	 	 
	TEN COM — as tenants in common


TEN ENT — as tenant by the entireties


as joint tenants with right of survivorship and not as tenants


JT TEN — in common

	 	UNIF GIFT MIN ACT — Custodian


         (Cust)       (Minor)




under Uniform Gifts to Minors Act


(State)







        Additional abbreviations may also be used though not in the above list.



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FORM OF




CONVERSION NOTICE




TO: ALLIED WASTE INDUSTRIES, INC.




U.S. BANK NATIONAL ASSOCIATION




        The undersigned registered owner of this Debenture hereby irrevocably
exercises the option to convert this Debenture, or the portion thereof (which
is $1,000 or a multiple thereof) below designated, into shares of Common Stock
of Allied Waste Industries, Inc. and/or cash in accordance with the terms of
the Indenture referred to in this Debenture, and directs that the shares
issuable and deliverable and/or cash payable upon such conversion, together
with any check in payment for fractional shares and any Debentures representing
any unconverted principal amount hereof, be issued and delivered to the
registered holder hereof unless a different name has been indicated below.
Capitalized terms used herein but not defined shall have the meanings ascribed
to such terms in the Indenture. If shares, any portion of this Debenture not
converted or a check for cash payable are to be issued in the name of a person
other than the undersigned, the undersigned will provide the appropriate
information below and pay all transfer taxes payable with respect thereto. Any
amount required to be paid by the undersigned on account of Interest, including
Contingent Interest and Additional Amounts, if any, accompanies this Debenture.



Dated:




	 	 	 
	

	 	

	 
	 	 
	

	 	

Signature(s) 






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






Signature Guarantee



Fill in the registration of shares of Common Stock if to be issued, and
Debentures if to be delivered, other than to and in the name of the registered
holder:


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	(Name)


	 
	

(Street Address)

	 
	

(City, State and Zip Code)

	Please print name and address

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

	$

	Social Security or Other Taxpayer Identification Number:

	 
	









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FORM OF




FUNDAMENTAL CHANGE REPURCHASE ELECTION



TO: ALLIED WASTE INDUSTRIES, INC.




U.S. BANK NATIONAL ASSOCIATION



The undersigned registered owner of this Debenture hereby irrevocably
acknowledges receipt of a notice from Allied Waste Industries, Inc. (the
“Company”) as to the occurrence of a Fundamental Change with respect to the
Company and requests and instructs the Company to repurchase the entire
principal amount of this Debenture, or the portion thereof (which is $1,000 or
a multiple thereof) below designated, in accordance with the terms of the
Indenture referred to in this Debenture at the price of 100% of such entire
principal amount or portion thereof, together with accrued Interest to, but
excluding, the Fundamental Change Repurchase Date, to the registered holder
hereof. Capitalized terms used herein but not defined shall have the meanings
ascribed to such terms in the Indenture.




Dated:




	 	 	 
	

	 	

	 
	 	 
	

	 	

Signature(s)






NOTICE: The above signatures of the holder(s) hereof must correspond with the
name as written upon the face of the Debenture in every particular without
alteration or enlargement or any change whatever.




Debenture Certificate Number (if applicable):




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




Social Security or other Taxpayer Identification Number:




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FORM OF




COMPANY REPURCHASE ELECTION




TO: ALLIED WASTE INDUSTRIES, INC.




U.S. BANK NATIONAL ASSOCIATION



The undersigned registered owner of this Debenture hereby irrevocably
acknowledges receipt of a notice from Allied Waste Industries, Inc. (the
“Company”) regarding the right of holders to elect to require the Company to
repurchase the Debentures and requests and instructs the Company to repay the
entire principal amount of this Debenture, or the portion thereof (which is
$1,000 or an integral multiple thereof) below designated, in accordance with
the terms of the Indenture at the price of 100% of such entire principal amount
or portion thereof, together with accrued Interest to, but excluding, the
Company Repurchase Date, to the registered holder hereof. Capitalized terms
used herein but not defined shall have the meanings ascribed to such terms in
the Indenture. The Debentures shall be repurchased by the Company as of the
Company Repurchase Date pursuant to the terms and conditions specified in the
Indenture.




     Dated:



	 	 	 
	

	 	

	 
	 	 
	

	 	

Signature(s)






NOTICE: The above signatures of the holder(s) hereof must correspond with the
name as written upon the face of the Debenture in every particular without
alteration or enlargement or any change whatever.




Debenture Certificate Number (if applicable):




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




Social Security or Other Taxpayer Identification Number:




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ASSIGNMENT




For value received    

hereby sell(s) assign(s) and transfer(s) unto          
(Please insert social security or other Taxpayer Identification
Number of assignee) the within Debenture, and hereby irrevocably constitutes
and appoints          attorney to transfer said Debenture
on the books of the Company, with full power of      
     substitution in the premises.


     Dated:



	 	 	 
	

	 	

	 
	 	 
	

	 	

Signature(s)






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






Signature Guarantee



NOTICE: The signature on the Conversion Notice, the Fundamental Change
Repurchase Election, the Company Repurchase Election or the Assignment must
correspond with the name as written upon the face of the Debenture in every
particular without alteration or enlargement or any change whatever.




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Schedule I


[Include Schedule I only for a Global Debenture]




ALLIED WASTE INDUSTRIES, INC.




4.25% Senior Subordinated Convertible Debentures due 2034




No. _____________




	 	 	 	 	 	 	 	 	 	 	 
	Principal	 	Notation Explaining	 	Authorized Signature
	Date
	 	Amount
	 	Principal Amount Recorded
	 	of Trustee or Custodian








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