CROSS-REFERENCE TABLE*     Trust Indenture Act Section Indenture Section 310(a)(1)  7.10 (a)(2)  7.10 (a)(3)  N.A. (a)(4)  N.A. (a)(5)  7.10 (b)  7.03, 7.10 (c)  N.A. 311(a)  7.11 (b)  7.11 (c)  N.A. 312(a)  2.05 (b)  12.03 (c)  12.03 313(a)  7.06 (b)(1)  N.A. (b)(2)  7.06; 7.07 (c)  7.06; 12.02 (d)  7.06 314(a)  4.03; 12.05 (b)  N.A. (c)(1)  12.04 (c)(2)  12.04 (c)(3)  N.A. (d)  N.A. (e)  12.04 (f)  N.A. 315(a)  7.01 (b)  7.05; 12.02 (c)  7.01 (d)  7.01 (e)  6.14 316(a)(last sentence)  2.09 (a)(1)(A)  6.05 (a)(1)(B)  6.04 (a)(2)  N.A. (b)  6.07 (c)  2.12; 9.04 317(a)(1)  6.08 (a)(2)  6.12 (b)  2.04 318(a)  12.01 (b)  N.A. (c)  12.01  N.A. means not applicable. * This Cross-Reference Table is not part of the Indenture.

 
TABLE OF CONTENTS       Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE  1      Section 1.01 Definitions   1 Section 1.02 Other Definitions   37 Section 1.03 Incorporation by Reference of Trust Indenture Act   38 Section 1.04 Rules of Construction   38 Section 1.05 Acts of Holders   39      ARTICLE 2 THE 2017 B NOTES  41      Section 2.01 Form and Dating; Terms   41 Section 2.02 Execution and Authentication   42 Section 2.03 Registrar and Paying Agent   43 Section 2.04 Paying Agent To Hold Money in Trust   43 Section 2.05 Holder Lists   44 Section 2.06 Transfer and Exchange   44 Section 2.07 Replacement Notes   56 Section 2.08 Outstanding Notes   56 Section 2.09 Treasury Notes   56 Section 2.10 Temporary Notes   57 Section 2.11 Cancellation   57 Section 2.12 Defaulted Interest   57 Section 2.13 CUSIP Numbers   58      ARTICLE 3 REDEMPTION  58      Section 3.01 Notices to Trustee   58 Section 3.02 Selection of Notes To Be Redeemed or Purchased   58 Section 3.03 Notice of Redemption   58 Section 3.04 Effect of Notice of Redemption   59 Section 3.05 Deposit of Redemption or Purchase Price   60 Section 3.06 Notes Redeemed or Purchased in Part   60 Section 3.07 Optional Redemption   60 Section 3.08 Mandatory Redemption   61 Section 3.09 Offers To Repurchase by Application of Excess Proceeds   62      ARTICLE 4 COVENANTS  64      Section 4.01 Payment of Notes   64 Section 4.02 Maintenance of Office or Agency   65 Section 4.03 Reports and Other Information   65 Section 4.04 Compliance Certificate   66 Section 4.05 Taxes   67 Section 4.06 Stay, Extension and Usury Laws   67 
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       Page Section 4.07 Limitation on Restricted Payments  67 Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries   73 Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock andPreferred Stock   74 Section 4.10 Asset Sales   82 Section 4.11 Transactions with Affiliates   84 Section 4.12 Liens   86 Section 4.13 Corporate Existence   87 Section 4.14 Offer to Repurchase Upon Change of Control   87 Section 4.15 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries   89 Section 4.16 Liquidity Amount   89      ARTICLE 5 SUCCESSORS  90      Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets  90 Section 5.02 Successor Corporation Substituted   92      ARTICLE 6 DEFAULTS AND REMEDIES  93      Section 6.01 Events of Default   93 Section 6.02 Acceleration   95 Section 6.03 Other Remedies   95 Section 6.04 Waiver of Past Defaults   96 Section 6.05 Control by Majority   96 Section 6.06 Limitation on Suits   96 Section 6.07 Rights of Holders of 2017 B Notes To Receive Payment   96 Section 6.08 Collection Suit by Trustee   97 Section 6.09 Restoration of Rights and Remedies   97 Section 6.10 Rights and Remedies Cumulative   97 Section 6.11 Delay or Omission Not Waiver   97 Section 6.12 Trustee May File Proofs of Claim   97 Section 6.13 Priorities   98 Section 6.14 Undertaking for Costs   98      ARTICLE 7 TRUSTEE  99      Section 7.01 Duties of Trustee   99 Section 7.02 Rights of Trustee   100 Section 7.03 Individual Rights of Trustee   101 Section 7.04 Trustee’s Disclaimer   101 Section 7.05 Notice of Defaults   101 Section 7.06 Reports by Trustee to Holders of the 2017 B Notes   101 Section 7.07 Compensation and Indemnity   102 Section 7.08 Replacement of Trustee or Agent   103 Section 7.09 Successor Trustee by Merger, etc.   104 Section 7.10 Eligibility; Disqualification   104 Section 7.11 Preferential Collection of Claims Against Issuer   104 
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       Page ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE  104      Section 8.01 Option To Effect Legal Defeasance or Covenant Defeasance   104 Section 8.02 Legal Defeasance and Discharge   104 Section 8.03 Covenant Defeasance   105 Section 8.04 Conditions to Legal or Covenant Defeasance   106 Section 8.05 Deposited Money and Government Securities To Be Held in Trust; OtherMiscellaneous Provisions   107 Section 8.06 Repayment to Issuer   107 Section 8.07 Reinstatement   108      ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER  108      Section 9.01 Without Consent of Holders of Notes   108 Section 9.02 With Consent of Holders of Notes   109 Section 9.03 Compliance with Trust Indenture Act  111Section 9.04 Revocation and Effect of Consents  111Section 9.05 Notation on or Exchange of Notes  111Section 9.06 Trustee To Sign Amendments, etc.  112 Section 9.07 Payment for Consent   112      ARTICLE 10 GUARANTEES  112      Section 10.01 Guarantee   112 Section 10.02 Limitation on Guarantor Liability   114 Section 10.03 Execution and Delivery   114 Section 10.04 Subrogation   115 Section 10.05 Benefits Acknowledged   115 Section 10.06 Release of Guarantees   115      ARTICLE 11 SATISFACTION AND DISCHARGE  116      Section 11.01 Satisfaction and Discharge   116 Section 11.02 Application of Trust Money   117      ARTICLE 12 MISCELLANEOUS  117      Section 12.01 Trust Indenture Act Controls   117 Section 12.02 Notices   117 Section 12.03 Communication by Holders of Notes with Other Holders of Notes   118 Section 12.04 Certificate and Opinion as to Conditions Precedent   119 Section 12.05 Statements Required in Certificate or Opinion   119 Section 12.06 Rules by Trustee and Agents   119 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders   119 Section 12.08 Governing Law   120 Section 12.09 Waiver of Jury Trial   120 Section 12.10 Force Majeure   120 Section 12.11 No Adverse Interpretation of Other Agreements   120 Section 12.12 Successors   120 
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       Page Section 12.13 Severability   120 Section 12.14 Counterpart Originals   121 Section 12.15 Table of Contents, Headings, etc.   121 Section 12.16 Qualification of Indenture   121      EXHIBITS         Exhibit A            Form of 2017 B Note    Exhibit B            Form of Certificate of Transfer    Exhibit C            Form of Certificate of Exchange    Exhibit D            Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors    
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          INDENTURE, dated as of December 23, 2009, among Clear Channel Worldwide Holdings, Inc., aNevada corporation (the “Issuer”), Clear Channel Outdoor Holdings, Inc., a Delawarecorporation (the “Company”), as Guarantor, Clear Channel Outdoor, Inc., a Delawarecorporation (“CCO”), as Guarantor, each of the other Guarantors (as defined herein) listed on thesignature pages hereto, U.S. Bank National Association, as Trustee, Paying Agent, Registrar andTransfer Agent.WITNESSETH          WHEREAS, the Issuer has duly authorized the creation of an issue of $2,000,000,000 aggregateprincipal amount of 9.25% Series B Senior Notes due 2017 (the “Initial Notes”); and          WHEREAS, the Issuer has duly authorized the execution and delivery of thisIndenture.          NOW, THEREFORE, the Issuer, the Guarantors, and the Trustee, Paying Agent and Registrar agreeas follows for the benefit of each other and for the equal and ratable benefit of the Holders ofthe 2017 B Notes.ARTICLE 1DEFINITIONS AND INCORPORATION BY REFERENCESection 1.01 Definitions.          “2017 A Exchange Notes” means new notes of the Issuer issued in exchange for the 2017A Notes pursuant to, or as contemplated by, the 2017 A Registration Rights Agreement and Section2.06(f) of the 2017 A Indenture.          “2017 A Indenture” means the Indenture dated as of the Issue Date by and among theIssuer, the Guarantors and the Trustee, with respect to the 2017 A Notes.          “2017 A Notes” means the 9.25% Series A Senior Notes due 2017 and more particularlymeans any 2017 A Note authenticated and delivered under the 2017 A Indenture. For all purposes ofthis Indenture, the term “2017 A Notes” shall also include any Additional 2017 A Notes that may bedelivered under a supplemental indenture.          “2017 A Notes Purchase Offer” has the meaning given to such term in the 2017 A NotesIndenture.          “2017 B Exchange Notes” means new notes of the Issuer issued in exchange for the 2017B Notes pursuant to, or as contemplated by, the 2017 B Registration Rights Agreement and Section2.06(f) hereof.          “2017 B Notes” means the Initial Notes and more particularly means any 2017 B Noteauthenticated and delivered under this Indenture. For all purposes of this Indenture, the term“2017 B Notes” shall also include any Additional 2017 B Notes that may be delivered under asupplemental indenture.          “144A Global Note” means a Global Note substantially in the form of Exhibit A heretobearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of,
 

 
and registered in the name of, the Depositary or its nominee that shall be issued in a denominationequal to the outstanding principal amount of the 2017 B Notes sold in reliance on Rule 144A.     “Acquired Indebtedness” means, with respect to any specified Person,     (1) Indebtedness of any other Person existing at the time such other Person is merged,consolidated or amalgamated with or into or became a Restricted Subsidiary of such specifiedPerson, including Indebtedness incurred in connection with, or in contemplation of, suchother Person merging, consolidating or amalgamating with or into or becoming a RestrictedSubsidiary of such specified Person, and     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specifiedPerson.          “Additional 2017 A Notes” means additional 2017 A Notes (other than the 2017 A Notesissued on the Issue Date and other than 2017 A Exchange Notes issued in exchange for such 2017 ANotes) issued by the Issuer after this offering under the 2017 A Indenture.          “Additional 2017 B Notes” means additional 2017 B Notes (other than the Initial Notesand other than 2017 B Exchange Notes issued in exchange for such Initial Notes) issued from time totime under this Indenture in accordance with Sections 2.01 and 4.09 hereof.          “Additional Notes” means both the Additional 2017 A Notes and the Additional2017 B Notes.          “Affiliate” of any specified Person means any other Person directly or indirectlycontrolling or controlled by or under direct or indirect common control with such specified Person.For purposes of this definition, “control” (including, with correlative meanings, the terms“controlling,” “controlled by” and “under common control with”), as used with respect to anyPerson, shall mean the possession, directly or indirectly, of the power to direct or cause thedirection of the management or policies of such Person, whether through the ownership of votingsecurities, by agreement or otherwise.          “Agent” means any Registrar, Transfer Agent or Paying Agent.          “Applicable Premium” means, with respect to any 2017 B Note on any Redemption Date,the greater of:     (a) 1.0% of the principal amount of such 2017 B Note on such Redemption Date; and     (b) the excess, if any, of (i) the present value at such Redemption Date of (A) theredemption price of such 2017 B Note at December 15, 2012 (such redemption price being setforth in Section 3.07(c) hereof and in Section 5(d) of such 2017 B Note), plus (B) allrequired remaining interest payments (calculated based on the cash interest rate) due onsuch 2017 B Note through December 15, 2012 (excluding accrued but unpaid interest to theRedemption Date), computed using a discount rate equal to the Treasury Rate as of suchRedemption Date plus 50 basis points; over (ii) the principal amount of such 2017 B Note onsuch Redemption Date.
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     “Applicable Procedures” means, with respect to any transfer or exchange of or forbeneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclearand/or Clearstream that apply to such transfer or exchange.     “Asset Sale” means:     (1) the sale, conveyance, transfer or other disposition, whether in a singletransaction or a series of related transactions, of property or assets (including by way ofa Sale and Lease-Back Transaction) of the Company or any of its Restricted Subsidiaries(each referred to in this definition as a “disposition”); or     (2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in asingle transaction or a series of related transactions;in each case, other than:     (a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete orworn out property or assets in the ordinary course of business or any disposition ofinventory or goods (or other assets) held for sale or no longer used in the ordinary courseof business;     (b) (i) the disposition of all or substantially all of the assets of the Company orthe Issuer in a manner permitted pursuant to the provisions described under Section 5.01hereof and (ii) any disposition that constitutes a Change of Control pursuant to thisIndenture;     (c) the making of any Restricted Payment that is permitted to be made, and ismade, under Section 4.07 hereof or the making of any Permitted Investment;     (d) any disposition of property or assets or issuance or sale of Equity Interests ofany Restricted Subsidiary in any transaction or series of related transactions with anaggregate fair market value of less than $50,000,000;     (e) any disposition of property or assets or issuance of securities by a RestrictedSubsidiary to the Company or by the Company or a Restricted Subsidiary to another RestrictedSubsidiary;     (f) to the extent allowable under Section 1031 of the Code, any exchange of likeproperly or assets (excluding any boot thereon) for use in a Similar Business;     (g) the sale, lease, assignment, sub-lease, license or sub-license of any real orpersonal property in the ordinary course of business;     (h) any issuance or sale of Equity Interests in, or Indebtedness or other securitiesof, an Unrestricted Subsidiary;     (i) foreclosures, condemnation, expropriation or any similar action with respect toassets or the granting of Liens not prohibited by this Indenture;
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     (j) any disposition of Investments in joint ventures to the extent required by, ormade pursuant to, customary buy/sell arrangements between the joint venture parties asset forth in binding joint venture or similar agreements;     (k) any financing transaction with respect to property built or acquired by the Companyor any Restricted Subsidiary after the Issue Date, including Sale and Lease-BackTransactions and asset securitizations permitted by this Indenture;     (l) sales of accounts receivable in connection with the collection or compromise thereof;     (m) the abandonment of intellectual property rights in the ordinary course of business,which in the reasonable good faith determination of the Company are not material to theconduct of the business of the Company and its Restricted Subsidiaries taken as a whole;     (n) voluntary terminations of Hedging Obligations;     (o)the licensing or sub-licensing of intellectual property or other generalintangibles in the ordinary course of business, other than the licensing of intellectual property ona long-term basis;     (p) any surrender or waiver of contract rights or the settlement, release orsurrender of contract rights or other litigation claims in the ordinary course ofbusiness;     (q) the unwinding of any Hedging Obligations;     (r) the issuance of directors’ qualifying shares and shares issued to foreignnationals as required by applicable law; or     (s) any disposition in connection with the Transactions.          “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for therelief of debtors.          “Board of Directors” means the Board of Directors of the Company.          “Business Day” means each day which is not a Legal Holiday.          “Capital Stock” means:     (1) in the case of a corporation, corporate stock or shares in the capital ofsuch corporation;     (2) in the case of an association or business entity, any and all shares,interests, participations, rights or other equivalents (however designated) ofcapital stock;     (3) in the case of a partnership or limited liability company, partnership ormembership interests (whether general or limited); and
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     (4) any other interest or participation that confers on a Person the right to receive ashare of the profits and losses of, or distributions of assets of, the issuing Person butexcluding from all of the foregoing any debt securities convertible into Capital Stock,whether or not such debt securities include any right of participation with Capital Stock.          “Capitalized Lease Obligation” means, at the time any determination thereof is to bemade, the amount of the liability in respect of a capital lease that would at such time be requiredto be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto)prepared in accordance with GAAP.          “Capitalized Software Expenditures” means, for any period, the aggregate of allexpenditures (whether paid in cash or accrued as liabilities) by a Person and its RestrictedSubsidiaries during such period in respect of purchased software or internally developed softwareand software enhancements that, in conformity with GAAP, are or are required to be reflected ascapitalized costs on the consolidated balance sheet of such Person and its Restricted Subsidiaries.     “Cash Equivalents” means:     (1) United States dollars;     (2)(a) Canadian dollars, pounds sterling, euro, or any national currency ofany participating member state of the EMU; or     (b) in the case of the Company or a Restricted Subsidiary, such local currencies heldby it from time to time in the ordinary course of business;     (3) securities issued or directly and fully and unconditionally guaranteed or insuredby the U.S. government or any agency or instrumentality thereof the securities of which areunconditionally guaranteed as a full faith and credit obligation of such government withmaturities of 24 months or less from the date of acquisition;     (4) certificates of deposit, time deposits and eurodollar time deposits with maturitiesof one year or less from the date of acquisition, bankers’ acceptances with maturities notexceeding one year and overnight bank deposits, in each case with any commercial bank havingcapital and surplus of not less than $500,000,000 in the case of U.S. banks and $100,000,000(or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S.banks;     (5) repurchase obligations for underlying securities of the types described inclauses (3) and (4) entered into with any financial institution meeting thequalifications specified in clause (4) above;     (6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in eachcase maturing within 24 months after the date of creation thereof;     (7) marketable short-term money market and similar securities having a rating of atleast P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neitherMoody’s nor S&P shall be rating such obligations, an equivalent rating from another RatingAgency), and in each case maturing within 24 months after the date of creation thereof;
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     (8) readily marketable direct obligations issued by any state, commonwealth orterritory of the United States or any political subdivision or taxing authority thereofhaving an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months orless from the date of acquisition;     (9) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higherfrom S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the dateof acquisition;     (10) Investments with average maturities of 12 months or less from the date ofacquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P orAaa3 (or the equivalent thereof) or better by Moody’s; and     (11) investment funds investing at least 95.0% of their assets in securities of thetypes described in clauses (1) through (10) above.          Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated incurrencies other than those set forth in clauses (1) and (2) above; provided that suchamounts are converted into any currency listed in clauses (1) and (2) as promptly as practicableand in any event within ten Business Days following the receipt of such amounts.          “Cash Management Arrangements” means the treasury and cash management servicespursuant to the Corporate Services Agreement, including any amounts advanced and repaid under theCCOH Mirror Note and the CCU Mirror Note, in each case, solely with respect to the Company’s andits Subsidiaries’ cash from operations.          “CCO” has the meaning set forth in the preamble hereto.          “CCOH Mirror Note” means the Revolving Promissory Note dated as of November 10, 2005between the Company, as maker, and CCU, as payee, as amended by the first amendment dated as ofDecember 23, 2009, as may be further amended, supplemented, restated or otherwise modified fromtime to time not in violation of this Indenture.          “CCU” means Clear Channel Communications, Inc., a Texas corporation, together with itssuccessors.          “CCU Credit Event” means (a) pursuant to or within the meaning of any Bankruptcy Law,CCU (i) commences proceedings to be adjudicated bankrupt or insolvent, (ii) consents to theinstitution of bankruptcy or insolvency proceedings against it, or the filing by it of a petitionor answer or consent seeking reorganization or relief under applicable Bankruptcy Law, (iii)consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or othersimilar official of it or for all or substantially all of its property, (iv) makes a generalassignment for the benefit of its creditors or (v) generally is not paying its debts as they becomedue or (b) a court of competent jurisdiction enters an order or decree under any Bankruptcy Lawthat (i) is for relief against CCU in a proceeding in which CCU is to be adjudicated bankrupt orinsolvent, (ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similarofficial of CCU, or for all or substantially all of the property of CCU or (iii) orders theliquidation of CCU and the order or decree remains unstayed and in effect for 60 consecutive days.
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          “CCU Intercompany Note” means the Senior Unsecured Term Promissory Note dated August2, 2005 between CCO, as maker, and CCU, as payee, as amended through the Issue Date.          “CCU Mirror Note” means the Revolving Promissory Note dated as of November 10, 2005between CCU, as maker, and the Company, as payee, as amended by the first amendment dated December23, 2009, as may be further amended, supplemented, restated or otherwise modified from time to timenot in violation of this Indenture.     “Change of Control” means the occurrence of any of the following after theIssue Date:     (1) the sale, lease or transfer, in one or a series of related transactions (other thanby merger, consolidation or amalgamation), of all or substantially all of the assets of theCompany and its Restricted Subsidiaries, taken as a whole, to any Person other than aPermitted Holder;     (2) the Company becomes aware of (by way of a report or any other filing pursuant toSection 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisitionby (A) any Person (other than any Permitted Holder) or (B) Persons (other than any PermittedHolder) that are together a group (within the meaning of Section 13(d)(3) or Section14(d)(2) of the Exchange Act, or any successor provision), including any such group actingfor the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series oftransactions, by way of merger, consolidation or other business combination or purchase of“beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange Act, or anysuccessor provision) of more than 50.0% of the total voting power of the Voting Stock of theCompany or any of its direct or indirect parent companies (other than as a result of aPermitted Debt Restructuring);     (3) at any time during any consecutive two-year period, individuals who at thebeginning of such period constituted the Board of Directors (together with any new directorswhose election by such Board of Directors or whose nomination for election by thestockholders of the Company was approved by a vote of at least a majority of the directorsthen still in office who were either directors at the beginning of such period or whoseelection or nomination for election was previously so approved) cease for any reason toconstitute a majority of the Board of Directors then in office;     (4) the Company becoming at any time a Wholly-Owned Subsidiary of CCU or merging withand into CCU whether or not it is the surviving entity; or     (5) the Issuer ceasing to be at any time a Wholly-Owned Subsidiary of the Company,including because of having merged with and into CCU, the Company or CCO.     “Clearstream”means Clearstream Banking, Sociėtė Anonyme.     “Code” means the Internal Revenue Code of 1986, as amended, or any successor thereto.     “Company” has the meaning set forth in the preamble hereto.          “Consolidated Depreciation and Amortization Expense” means, with respect to anyPerson, for any period, the total amount of depreciation and amortization expense, includingthe amortization of deferred financing fees, debt issuance costs, commissions, fees andexpenses and
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Capitalized Software Expenditures and amortization of unrecognized prior service costs andactuarial gains and losses related to pensions and other post-employment benefits, of such Personand its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined inaccordance with GAAP.          “Consolidated Indebtedness” means, as of any date of determination, the sum, withoutduplication, of (1) the total amount of Indebtedness of the Company and its Restricted Subsidiariesset forth on the Company’s consolidated balance sheet (excluding any letters of credit except tothe extent of unreimbursed amounts drawn thereunder), plus (2) the greater of the aggregateliquidation value and maximum fixed repurchase price without regard to any change of control orredemption premiums of all Disqualified Stock of the Company and the Restricted Guarantors and allPreferred Stock of its Restricted Subsidiaries that are not Guarantors, in each case, determined ona consolidated basis in accordance with GAAP.          “Consolidated Interest Expense” means, with respect to any Person for any period,without duplication, the sum of:     (1) consolidated interest expense of such Person and its Restricted Subsidiaries forsuch period, to the extent such expense was deducted (and not added back) in computingConsolidated Net Income (including (a) amortization of original issue discount resulting from theissuance of Indebtedness at less than par, (b) all commissions, discounts and other fees andcharges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest expense(but excluding any non-cash interest expense attributable to the movement in the mark tomarket valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d)the interest component of Capitalized Lease Obligations, and (e) net payments, if any, made(less net payments, if any, received), pursuant to interest rate Hedging Obligations with respectto Indebtedness, and excluding (u) any expense resulting from the discounting of anyIndebtedness in connection with the application of recapitalization accounting or purchaseaccounting, as the case may be, in connection with the Transactions or any acquisition, (v) penalties andinterest relating to taxes, (w) any Special Interest, any “special interest” with respect toother securities and any liquidated damages for failure to timely comply with registration rightsobligations, (x) amortization of deferred financing fees, debt issuance costs, discounted liabilities,commissions, fees and expenses, (y) any expensing of bridge, commitment and other financingfees and (z) any accretion of accrued interest on discounted liabilities); plus     (2) consolidated capitalized interest of such Person and its Restricted Subsidiariesfor such period, whether paid or accrued; less     (3) interest income of such Person and its Restricted Subsidiaries for such period.          For purposes of this definition, interest on a Capitalized Lease Obligation shall bedeemed to accrue at an interest rate reasonably determined by the Company to be the rate ofinterest implicit in such Capitalized Lease Obligation in accordance with GAAP.          “Consolidated Leverage Ratio” means, as of the date of determination, the ratio of (a)the Consolidated Indebtedness of the Company and its Restricted Subsidiaries on such date, to (b)EBITDA of the Company and its Restricted Subsidiaries for the most recently ended four fiscalquarters ending immediately prior to such date for which internal financial statements areavailable.
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          In the event that the Company or any Restricted Subsidiary (i) incurs, redeems, retires orextinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolvingcredit facility in the ordinary course of business for working capital purposes) or (ii) issues orredeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period forwhich the Consolidated Leverage Ratio is being calculated but prior to or simultaneously with theevent for which the calculation of the Consolidated Leverage Ratio is made (the “ConsolidatedLeverage Ratio Calculation Date”), then the Consolidated Leverage Ratio shall be calculatedgiving pro forma effect to such incurrence, redemption, retirement or extinguishment ofIndebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if thesame had occurred at the beginning of the applicable four-quarter period; provided,however, that the Issuer may elect, pursuant to an Officer’s Certificate delivered to theTrustee not later than 30 days after entering into any commitment providing for the incurrence ofConsolidated Indebtedness, that all or any portion of the Consolidated Indebtedness that could beincurred under such commitment at the time such commitment is entered into shall be treated asincurred and outstanding in such amount for all purposes of this calculation (whether or not suchConsolidated Indebtedness is outstanding at the time such commitment is entered into) and anysubsequent incurrence of such Consolidated Indebtedness under such commitment (including uponrepayment and reborrowing) shall not be deemed, for purposes of this calculation, to be theincurrence of Consolidated Indebtedness at such subsequent time.          For purposes of making the computation referred to above, Investments, acquisitions,dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined inaccordance with GAAP), in each case with respect to an operating unit of a business made (orcommitted to be made pursuant to a definitive agreement) during the four-quarter reference periodor subsequent to such reference period and on or prior to or simultaneously with the ConsolidatedLeverage Ratio Calculation Date, and other operational changes that the Company or any of itsRestricted Subsidiaries has determined to make or made during the four-quarter reference period orsubsequent to such reference period and on or prior to or simultaneously with the ConsolidatedLeverage Ratio Calculation Date shall be calculated on a pro forma basis as set forth belowassuming that all such Investments, acquisitions, dispositions, mergers, amalgamations,consolidations, discontinued operations and other operational changes had occurred on the first dayof the four-quarter reference period. If since the beginning of such period any Person thatsubsequently became a Restricted Subsidiary or was merged with or into the Company or any of itsRestricted Subsidiaries since the beginning of such period shall have made any Investment,acquisition, disposition, merger, amalgamation, consolidation, discontinued operation oroperational change, in each case with respect to an operating unit of a business, that would haverequired adjustment pursuant to this definition, then the Consolidated Leverage Ratio shall becalculated giving pro forma effect thereto in the manner set forth below for such period as if suchInvestment, acquisition, disposition, merger, consolidation, discontinued operation or operationalchange had occurred at the beginning of the applicable four-quarter period.          For purposes of this definition, whenever pro forma effect is to be given to an Investment,acquisition, disposition, amalgamation, merger or consolidation (including the Transactions) andthe amount of income or earnings relating thereto, the pro forma calculations shall be made in goodfaith by a responsible financial or accounting officer of the Company (and may include costsavings, synergies and operating expense reductions resulting from such Investment, acquisition,amalgamation, merger or consolidation (including the Transactions) which is being given pro formaeffect that have been or are expected to be realized); provided that actions to realizesuch cost savings, synergies and operating expense reductions are taken within 12 months after thedate of such Investment, acquisition, amalgamation, merger or consolidation; provided thatno cost savings, synergies or operating expense
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reductions shall be included pursuant to this paragraph to the extent duplicative of any amountsthat are otherwise added back in computing EBITDA with respect to such period.          For the purposes of this definition, any amount in a currency other than U.S. dollars shall beconverted to U.S. dollars based on the average exchange rate for such currency for the most recenttwelve month period immediately prior to the date of determination determined in a mannerconsistent with that used in calculating EBITDA for the applicable period.          “Consolidated Net Income” means, with respect to any Person for any period, theaggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on aconsolidated basis, and otherwise determined in accordance with GAAP;provided, however,that, without duplication,     (1) any net after-tax effect of extraordinary, non-recurring or unusual gains or losses(less all fees and expenses related thereto) or expenses and Transaction Expenses incurredwithin 180 days of the Issue Date shall be excluded;     (2) the cumulative effect of a change in accounting principles during such period shallbe excluded;     (3) any net after-tax effect of income (loss) from disposed or discontinued operationsand any net after-tax gains or losses on disposal of disposed, abandoned or discontinuedoperations shall be excluded;     (4) any net after-tax effect of gains or losses (less all fees and expenses relatingthereto) attributable to asset dispositions other than in the ordinary course of business,as determined in good faith by the Company, shall be excluded;     (5) the Net Income for such period of any Person that is not a Subsidiary, or isan Unrestricted Subsidiary, or that is accounted for by the equity method ofaccounting, shall be excluded; provided that Consolidated Net Income of suchPerson shall be increased by the amount of dividends or distributions or other paymentsthat are actually paid in cash or Cash Equivalents (or to the extent converted intocash or Cash Equivalents) to such Person or a Subsidiary thereof that is the Company ora Restricted Subsidiary in respect of such period;     (6) [Reserved];     (7) effects of purchase accounting adjustments (including the effects of suchadjustments pushed down to such Person and such Subsidiaries) in component amounts requiredor permitted by GAAP, resulting from the application of purchase accounting in relation tothe Transactions or any consummated acquisition or the amortization or write-off of anyamounts thereof, net of taxes, shall be excluded;     (8) any net after-tax effect of income (loss) from the early extinguishment orconversion of (a) Indebtedness, (b) Hedging Obligations or (c) other derivative instrumentsshall be excluded;     (9) any impairment charge or asset write-off or write-down, including impairmentcharges or asset write-offs or write-downs related to intangible assets, long-livedassets,
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investments in debt and equity securities or as a result of a change in law or regulation,in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant toGAAP, shall be excluded;     (10) any non-cash compensation charge or expense, including any such charge or expensearising from the grant of stock appreciation or similar rights, stock options, restrictedstock or other rights or equity incentive programs, and any cash charges associated with therollover, acceleration, or payout of Equity Interests by management of the Company or any ofits direct or indirect parent companies in connection with the Transactions, shall beexcluded;     (11) accruals and reserves that are established or adjusted within twelve months afterthe Issue Date that are so required to be established as a result of the Transactions inaccordance with GAAP, or changes as a result of adoption or modification of accountingpolicies, shall be excluded; and     (12) to the extent covered by insurance and actually reimbursed, or, so long as theCompany has made a determination that there exists reasonable evidence that such amount willin fact be reimbursed by the insurer and only to the extent that such amount is (a) notdenied by the applicable carrier in writing within 180 days and (b) in fact reimbursedwithin 365 days of the date of such evidence with a deduction for any amount so added backto the extent not so reimbursed within 365 days, expenses with respect to liability orcasualty events or business interruption shall be excluded.          “Contingent Obligations” means, with respect to any Person, any obligation of suchPerson guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness(“primary obligations”) of any other Person (the “primary obligor”) in any manner,whether directly or indirectly, including any obligation of such Person, whether or not contingent,          (1) to purchase any such primary obligation or any property constituting direct orindirect security therefor,          (2) to advance or supply funds     (a) for the purchase or payment of any such primary obligation, or     (b) to maintain working capital or equity capital of the primary obligoror otherwise to maintain the net worth or solvency of the primary obligor, or     (3) to purchase property, securities or services primarily for the purpose of assuringthe owner of any such primary obligation of the ability of the primary obligor to makepayment of such primary obligation against loss in respect thereof.          “Corporate Services Agreement” means the Corporate Services Agreement, dated as ofNovember 10, 2005, by and between Clear Channel Management Services, L.P., and the Company, as thesame may have been amended or supplemented as of the Issue Date and as may be further amended,supplemented, restated or otherwise modified from time to time; provided that suchamendments, supplements, restatements or other modifications are, in the good faith judgment of theCompany, not materially adverse to the Holders.
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          “Corporate Trust Office of the Trustee” shall be at the address of the Trusteespecified in Section 12.02 hereof or such other address as to which the Trustee may give noticeto the Holders and the Issuer.          “Credit Facilities” means, with respect to the Company or any of its RestrictedSubsidiaries, one or more debt or credit facilities, including the Senior Credit Facilities, orother financing arrangements (including commercial paper facilities or indentures) providing forrevolving credit loans, term loans, letters of credit or other long-term indebtedness, includingany notes, mortgages, guarantees, collateral documents, instruments and agreements executed inconnection therewith, and any amendments, supplements, modifications, extensions, renewals,restatements or refundings thereof and any notes, indentures or credit facilities or commercialpaper facilities that replace, refund or refinance any part of the loans, notes, other creditfacilities or commitments thereunder, including any such replacement, refunding or refinancingfacility or indenture that increases the amount permitted to be borrowed thereunder or alters thematurity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof)or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by thesame or any other agent, lender or group of lenders.          “Custodian” means the Trustee, as custodian with respect to the 2017 B Notes in globalform, or any successor entity thereto.          “Default” means any event that is, or with the passage of time or the giving of noticeor both would be, an Event of Default.          “Definitive Note” means a certificated 2017 B Note registered in the name of theHolder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form ofExhibit A hereto, as the case may be, except that such 2017 B Note shall not bear theGlobal Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note”attached thereto.          “Depositary” means, with respect to the 2017 B Notes issuable or issued in whole or inpart in global form, the Person specified in Section 2.03 hereof as the Depositary with respect tothe 2017 B Notes, and any and all successors thereto appointed as Depositary hereunder and havingbecome such pursuant to the applicable provision of this Indenture.          “Designated Non-cash Consideration” means (1) the fair market value of non-cashconsideration received by the Company or a Restricted Subsidiary in connection with an Asset Salethat is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate,setting forth the basis of such valuation, executed by the principal financial officer of theCompany, less (2) the amount of cash or Cash Equivalents received in connection with a subsequentsale of or collection on such Designated Non-cash Consideration.          “Designated Preferred Stock” means Preferred Stock of the Company, a RestrictedSubsidiary or any direct or indirect parent corporation of the Company (in each case other thanDisqualified Stock) that is issued for cash (other than to the Company or a Restricted Subsidiaryor an employee stock ownership plan or trust established by the Company or its Subsidiaries) and isso designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by theprincipal financial officer of the Company, on the issuance date thereof.          “Disqualified Stock” means, with respect to any Person, any Capital Stock of suchPerson which, by its terms, or by the terms of any security into which it is convertible or forwhich it is putable or
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exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other thansolely as a result of a change of control or asset sale) pursuant to a sinking fund obligation orotherwise, or is redeemable at the option of the holder thereof (other than solely as a result of achange of control or asset sale), in whole or in part, in each case prior to the date 91 days afterthe earlier of the maturity date of the 2017 B Notes or the date the 2017 B Notes are no longeroutstanding; provided, however, that if such Capital Stock is issued to any planfor the benefit of employees of the Company or its Subsidiaries or by any such plan to suchemployees, such Capital Stock shall not constitute Disqualified Stock solely because it may berequired to be repurchased in order to satisfy applicable statutory or regulatory obligations;providedfurther that any Capital Stock held by any future, current or former employee,director, officer, manager or consultant (or their respective Immediate Family Members) of theCompany, any of its Subsidiaries, any of its direct or indirect parent companies or any otherentity in which the Company or a Restricted Subsidiary has an Investment, in each case pursuant toany stock subscription or shareholders’ agreement, management equity plan or stock option plan orany other management or employee benefit plan or agreement or any distributor equity plan oragreement, shall not constitute Disqualified Stock solely because it may be required to berepurchased by the Company or its Subsidiaries.          “Domestic Subsidiary” means any Subsidiary of the Company that is organized orexisting under the laws of the United States, any state thereof, the District of Columbia, or anyterritory thereof.          “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income ofsuch Person and its Restricted Subsidiaries for such period     (1) increased (without duplication) by:     (a) provision for taxes based on income or profits or capital, includingfederal, state, franchise and similar taxes, foreign withholding taxes and foreignunreimbursed value added taxes of such Person and such Subsidiaries paid or accruedduring such period, including penalties and interest related to such taxes orarising from any tax examinations, to the extent the same were deducted (and notadded back) in computing Consolidated Net Income; provided that theaggregate amount of unreimbursed value added taxes to be added back for any fourconsecutive quarter period shall not exceed $2,000,000; plus     (b) Fixed Charges of such Person and such Subsidiaries for such period(including (x) net losses on Hedging Obligations or other derivative instrumentsentered into for the purpose of hedging interest rate risk, (y) fees payable inrespect of letters of credit and (z) costs of surety bonds in connection withfinancing activities, in each case, to the extent included in Fixed Charges) to theextent the same was deducted (and not added back) in calculating such ConsolidatedNet Income; plus     (c) Consolidated Depreciation and Amortization Expense of such Person and suchSubsidiaries for such period to the extent the same were deducted (and not addedback) in computing Consolidated Net Income; plus     (d) any fees, expenses or charges related to any Equity Offering, Investment,acquisition, asset sale, disposition, recapitalization, the incurrence, repayment orrefinancing of Indebtedness permitted to be incurred by this Indenture (includingany
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such transaction consummated prior to the Issue Date and any such transaction undertaken but notcompleted, and any charges or non-recurring merger costs incurred during such period as a result ofany such transaction, in each case whether or not successful (including the effects of expensingall transaction related expenses in accordance with ASC 805-10 and gains or losses associated withASC 460-10)), or the offering, amendment or modification of any debt instrument, including theoffering, any amendment or other modification of the 2017 B Notes, the 2017 A Notes, the ExchangeNotes or the Senior Credit Facilities; plus     (e)(w) Transaction Expenses to the extent deducted (and not added back) in computingConsolidated Net Income, (x) the amount of any severance, relocation costs, curtailments ormodifications to pension and post-retirement employee benefit plans, (y) any restructuring chargeor reserve deducted (and not added back) in such period in computing Consolidated Net Income,including any restructuring costs incurred in connection with acquisitions after the Issue Date,and (z) to the extent deducted (and not added back) in computing Consolidated Net Income, costsrelated to the closure and/or consolidation of facilities, retention charges, systems establishmentcosts, conversion costs and excess pension charges and consulting fees incurred in connection withany of the foregoing; provided that the aggregate amount added back pursuant to subclause(z) of this clause (e) shall not exceed 10.0% of the LTM Cost Base in any four consecutive fourquarter period; plus     (f) any other non-cash charges, including any (i) write-offs or write-downs,(ii) equity-based awards compensation expense, (iii) losses on sales, disposals orabandonment of, or any impairment charges or asset write-off related to, intangibleassets, long-lived assets and investments in debt and equity securities, (iv) all losses frominvestments recorded using the equity method and (v) other non-cash charges, non-cashexpenses or non-cash losses reducing Consolidated Net Income for such period (providedthat if any such non-cash charges represent an accrual or reserve for potential cash itemsin any future period, the cash payment in respect thereof in such future period shall besubtracted from EBITDA in such future period to the extent paid, and excludingamortization of a prepaid cash item that was paid in a prior period); plus     (g) [Reserved]; plus     (h) [Reserved]; plus     (i) solely for purposes of determining the amount of EBITDA in connection with calculating theConsolidated Leverage Ratio and the Senior Leverage Ratio, the amount of cost savings projected bythe Company in good faith to be realized as a result of specified actions identified and taken onor prior to June 30, 2011; provided that (A) such actions and amounts are reasonablyidentifiable and factually supportable, (B) such actions have an ongoing (and other than temporary)impact on the Company’s direct operating expenses, selling, general and administrative expenses orcorporate expenses, as determined in good faith by the Company, (C) no cost savings shall be addedpursuant to this clause (i) to the extent duplicative of any expenses or charges that are otherwiseadded back in computing EBITDA with respect to such period and (D) the aggregate amount of costsavings added pursuant to this clause (i) shall not exceed in any four-quarter period ended afterSeptember 30, 2009, an amount equal to $58,800,000; plus
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     (j) to the extent no Default or Event of Default has occurred and iscontinuing, the amount of management, monitoring, consulting, transaction and advisoryfees and related expenses paid or accrued in such period to the Investors to the extentotherwise permitted under Section 4.11 hereof deducted (and not added back) incomputing Consolidated Net Income; plus     (k) any costs or expense deducted (and not added back) in computing Consolidated NetIncome by such Person or any such Subsidiary pursuant to any management equity plan orstock option plan or any other management or employee benefit plan or agreement or anystock subscription or shareholder agreement, to the extent that such cost or expenses arefunded with cash proceeds contributed to the capital of the Company or a RestrictedGuarantor or net cash proceeds of an issuance of Equity Interest of a Guarantor (otherthan Disqualified Stock);     (2) decreased by (without duplication) any non-cash gains increasing Consolidated Net Incomeof such Person and such Subsidiaries for such period, excluding any non-cash gains to the extentthey represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDAin any prior period; and     (3) increased or decreased by (without duplication):     (a) any net gain or loss resulting in such period from Hedging Obligations andthe application of Statement of Financial Accounting Standards No. 133 and InternationalAccounting Standards No. 39 and their respective related pronouncements andinterpretations; plus or minus, as applicable, and     (b) any net gain or loss resulting in such period from currency translation gains orlosses related to currency remeasurements of indebtedness (including any net loss or gainresulting from hedge agreements for currency exchange risk).          “EMU” means economic and monetary union as contemplated in the Treaty on EuropeanUnion.          “Equity Interests” means Capital Stock and all warrants, options or other rights toacquire Capital Stock, but excluding any debt security that is convertible into, or exchangeablefor, Capital Stock.          “Equity Offering” means any public or private sale of common stock or Preferred Stockof the Company or of a direct or indirect parent of the Company (excluding Disqualified Stock),other than:     (1) public offerings with respect to any such Person’s common stock registered on FormS-8;     (2) issuances to the Company or any Subsidiary of the Company; and     (3) any such public or private sale that constitutes an Excluded Contribution.     “euro” means the single currency of participating member states of the EMU.
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          “Euroclear” means Euroclear S.A./N.V., as operator of theEuroclear system.          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rulesand regulations of the SEC promulgated thereunder.          “Exchange Notes” means both the 2017 A Exchange Notes and the 2017 B Exchange Notes.          “Exchange Offer” has the meaning set forth in the 2017 B Registration RightsAgreement.          “Exchange Offer Registration Statement” has the meaning set forth in the 2017 BRegistration Rights Agreement.          “Exchanging Dealer” has the meaning set forth in the 2017 B Registration RightsAgreement.          “Excluded Contribution” means net cash proceeds, marketable securities or QualifiedProceeds received by or contributed to the Company from,     (1) contributions to its common equity capital, and     (2) the sale (other than to a Subsidiary of the Company or to any management equity planor stock option plan or any other management or employee benefit plan or agreement of theCompany) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) ofthe Company,in each case designated as Excluded Contributions pursuant to an Officer’s Certificate on the datesuch capital contributions are made or the date such Equity Interests are sold, as the case may be.          “Excluded Event” means any default or acceleration under the Credit Agreementdescribed in the definition of Senior Credit Facilities as in effect on the Issue Date pursuant towhich the Company or any Restricted Subsidiary is a borrower or guarantor thereunder subject to a$150,000,000 sublimit thereunder (and any amendments, extensions, modifications, refinancings,refundings, renewals, restatements or supplements thereof so long as the Company or any RestrictedSubsidiary is a borrower or guarantor thereunder and is subject to the $150,000,000 sublimitthereunder), if such default or acceleration results from, or is attributable to, any event,condition or circumstance (including a CCU Credit Event) attributable to CCU and its Subsidiariesother than the Company and its Subsidiaries so long as, to the extent legally permitted to do so(including pursuant to any suit or other legal proceeding in a court of competent jurisdictionrelated to a CCU Credit Event), the Company and its Subsidiaries have repaid (or reserved or setaside cash for repayment in a restricted account) the principal amount equal to the Indebtednessand other Obligations owed by the Company and its Subsidiaries under such Credit Agreement.          “Excluded Subsidiary” means (a) any Immaterial Subsidiary, (b) any Foreign Subsidiaryof the Company and (c) any Domestic Subsidiary (i) that isa Subsidiary of a Foreign Subsidiary ofthe Company that is a controlled foreign corporation within the meaning of Section 957 of the Codeor(ii) that is treated as a disregarded entity for U.S. federal income tax purposes ifsubstantially all of its
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assets consist of the stock of one or more Foreign Subsidiaries of the Company that is acontrolled foreign corporation within the meaning of Section 957 of the Code.          “Existing Senior Notes” means CCU’s 4.5% Senior Notes Due 2010, 6.25% Senior Notes Due2011, 4.4% Senior Notes Due 2011, 5.0% Senior Notes Due 2012, 5.75% Senior Notes Due 2013, 5.5%Senior Notes Due 2014, 4.9% Senior Notes Due 2015, 5.5% Senior Notes Due 2016,10.75% Senior CashPay Notes due 2016, 11.00%/11.75% Senior Toggle Notes due 2016, 6.875% Senior Debentures Due 2018and 7.25% Debentures Due 2027.          “Existing Senior Notes Indentures” means (a) the Senior Indenture dated as of October1, 1997 between CCU and The Bank of New York, as trustee, as the same may have been amended orsupplemented as of the Issue Date and (b) the Indenture dated as of July 30, 2008 between amongCCU, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas,as paying agent, registrar and transfer agent, as the same may have been amended or supplemented asof the Issue Date.          “Fixed Charges” means, with respect to any Person for any period, the sum, withoutduplication, of:     (1) Consolidated Interest Expense of such Person and Restricted Subsidiaries for suchperiod; plus     (2) all cash dividends or other distributions paid to any Person other than suchPerson or any such Subsidiary (excluding items eliminated in consolidation) on any seriesof Preferred Stock of the Company or a Restricted Subsidiary during such period; plus     (3) all cash dividends or other distributions paid to any Person other than suchPerson or any such Subsidiary (excluding items eliminated in consolidation) on any seriesof Disqualified Stock of the Company or a Restricted Subsidiary during such period.          “Foreign Subsidiary” means any Subsidiary that is not organized or existing under thelaws of the United States, any state thereof, the District of Columbia, or any territory thereof,and any Subsidiary of such Foreign Subsidiary.          “GAAP” means generally accepted accounting principles in the United States which arein effect on the Issue Date.          “Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, whichis required to be placed on all Global Notes issued under this Indenture.          “Global Notes” means, individually and collectively, each of the Restricted GlobalNotes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued inaccordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof.          “Government Securities” means securities that are:     (1) direct obligations of the United States of America for the timely payment of whichits full faith and credit is pledged; or
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     (2) obligations of a Person controlled or supervised by and acting as an agencyor instrumentality of the United States of America the timely payment of which isunconditionally guaranteed as a full faith and credit obligation by the United States ofAmerica,which, in either case, are not callable or redeemable at the option of the issuers thereof,and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of theSecurities Act), as custodian with respect to any such Government Securities or a specific paymentof principal of or interest on any such Government Securities held by such custodian for theaccount of the holder of such depository receipt; provided that (except as required by law) suchcustodian is not authorized to make any deduction from the amount payable to the holder of suchdepository receipt from any amount received by the custodian in respect of the GovernmentSecurities or the specific payment of principal of or interest on the Government Securitiesevidenced by such depository receipt.          “guarantee” means a guarantee (other than by endorsement of negotiable instruments forcollection in the ordinary course of business), direct or indirect, in any manner (includingletters of credit and reimbursement agreements in respect thereof), of all or any part of anyIndebtedness or other obligations.          “Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations underthis Indenture and the 2017 B Notes (and 2017 B Exchange Notes).          “Guarantor” means, each Person that Guarantees the 2017 B Notes (and 2017 BExchange Notes) in accordance with the terms of this Indenture.          “Hedging Obligations” means, with respect to any Person, the obligations of suchPerson under any interest rate swap agreement, interest rate cap agreement, interest rate collaragreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreignexchange contract, currency swap agreement or similar agreement providing for the transfer ormitigation of interest rate or currency risks either generally or under specific contingencies.          “Holder” means the Person in whose name a Note is registered on theregistrar’s books.          “Immaterial Subsidiary” means, at any date of determination, any Subsidiary of theCompany (other than a Foreign Subsidiary or a Subsidiary that meets the criteria of clause (c) ofthe definition of Excluded Subsidiary) that is a Restricted Subsidiary and not a RestrictedGuarantor, (a) whose total assets, together with the total assets of all such RestrictedSubsidiaries that are not Restricted Guarantors, at the last day of the end of the most recentlyended fiscal quarter of the Company for which financial statements are publicly available did notexceed 3.5% of Total Assets at such date or (b) whose gross revenues, together with the grossrevenues of all such other Restricted Subsidiaries that are not Restricted Guarantors (other than aForeign Subsidiary of the Company or a Subsidiary of the Company that meets the criteria of clause(c) of the definition of Excluded Subsidiary), for the most recently ended period of fourconsecutive fiscal quarters of the Company for which financial statements are publicly availabledid not exceed 3.5% of the consolidated gross revenues of the Company and the RestrictedSubsidiaries for such period, in each case determined in accordance with GAAP.          “Immediate Family Member” means with respect to any individual, such individual’schild, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse,former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law anddaughter-in-law (including adoptive relationships) and any trust, partnership or other bona fideestate-planning vehicle the
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only beneficiaries of which are any of the foregoing individuals or any private foundation orfund that is controlled by any of the foregoing individuals or any donor-advised fund of which anysuch individual is the donor.          “Indebtedness” means, with respect to any Person, without duplication:     (1) any indebtedness (including principal and premium) of such Person, whether or notcontingent:     (a) in respect of borrowed money;     (b) evidenced by bonds, notes, debentures or similar instruments or letters ofcredit or bankers’ acceptances (or, without duplication, reimbursementagreements in respect thereof);     (c) representing the balance deferred and unpaid of the purchase price of anyproperty (including Capitalized Lease Obligations), except (i) any such balancethat constitutes an obligation in respect of a commercial letter of credit, a tradepayable or similar obligation to a trade creditor, in each case accrued in theordinary course of business, (ii) liabilities accrued in the ordinary course ofbusiness and (iii) any earn-out obligations until such obligation becomes aliability on the balance sheet of such Person in accordance with GAAP; or     (d) representing any Hedging Obligations;if and to the extent that any of the foregoing Indebtedness (other than letters ofcredit (other than commercial letters of credit) and Hedging Obligations) would appear as aliability upon a balance sheet (excluding the footnotes thereto) of such Person prepared inaccordance with GAAP;     (2) to the extent not otherwise included, any obligation by such Person to be liablefor, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referredto in clause (1) of a third Person (whether or not such items would appear upon the balancesheet of such obligor or guarantor), other than by endorsement of negotiable instrumentsfor collection in the ordinary course of business; and     (3) to the extent not otherwise included, the obligations of the type referred to inclause (1) of a third Person secured by a Lien on any asset owned by such first Person,whether or not such Indebtedness is assumed by such first Person;provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not toinclude Contingent Obligations incurred in the ordinary course of business.          “Indenture” means this Indenture, as amended or supplemented from time totime.          “Indentures” means both the 2017 A Indenture and this Indenture.          “Independent Financial Advisor” means an accounting, appraisal, investment bankingfirm or consultant to Persons engaged in Similar Businesses of nationally recognized standing thatis, in the good faith judgment of the Company, qualified to perform the task for which it has beenengaged.
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          “Indirect Participant” means a Person who holds a beneficial interest in aGlobal Note through a Participant.          “Initial Notes” has the meaning set forth in the recitals hereto.          “Initial Purchasers” means Goldman, Sachs & Co, Banc of America Securities LLC,Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, DeutscheBank Securities Inc., Moelis & Company LLC and Morgan Stanley & Co. Incorporated.          “Interest Payment Date” means June 15 and December 15 of each year tostated maturity.          “Investment Grade Rating” means a rating equal to or higher than Baa3 (or theequivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any otherRating Agency.          “Investment Grade Securities” means:     (1) securities issued or directly and fully guaranteed or insured by the United Statesgovernment or any agency or instrumentality thereof (other than Cash Equivalents);     (2) debt securities or debt instruments with an Investment Grade Rating, but excludingany debt securities or instruments constituting loans or advances among the Company and theSubsidiaries of the Company;     (3) investments in any fund that invests exclusively in investments of the typedescribed in clauses (1) and (2) which fund may also hold immaterial amounts of cashpending investment or distribution; and     (4) corresponding instruments in countries other than the United States customarilyutilized for high quality investments.          “Investments” means, with respect to any Person, all investments by such Person inother Persons (including Affiliates) in the form of loans (including guarantees), advances orcapital contributions (excluding accounts receivable, trade credit, advances to customers andcommission, travel and similar advances to directors, officers, employees and consultants, in eachcase made in the ordinary course of business), purchases or other acquisitions for consideration ofIndebtedness, Equity Interests or other securities issued by any other Person and investments thatare required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Personin the same manner as the other investments included in this definition to the extent suchtransactions involve the transfer of cash or other property. For purposes of the definition of“Unrestricted Subsidiary” and Section 4.07:     (1) “Investments” shall include the portion (proportionate to the Company’sdirect or indirect equity interest in such Subsidiary) of the fair market value of the netassets of a Subsidiary of the Company at the time that such Subsidiary is designated anUnrestricted Subsidiary; provided, however, that upon a redesignation ofsuch Subsidiary as a Restricted Subsidiary, the Company or applicable Restricted Subsidiaryshall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiaryin an amount (if positive) equal to:
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     (a)the Company’s direct or indirect “Investment” in such Subsidiary at thetime of such redesignation; less     (b)the portion (proportionate to the Company’s direct or indirect equityinterest in such Subsidiary) of the fair market value of the net assets of suchSubsidiary at the time of such redesignation; and     (2)any property transferred to or from an Unrestricted Subsidiary shall be valued atits fair market value at the time of such transfer, in each case as determined in goodfaith by the Company.          “Investors” means Thomas H. Lee Partners L.P. and Bain Capital LLC, each of theirrespective Affiliates and any investment funds advised or managed by any of the foregoing, but notincluding, however, any portfolio companies of any of the foregoing.          “Issue Date” means December 23, 2009.          “Issuer” has the meaning set forth in the preamble hereto.          “Issuer Order” means a written request or order signed on behalf of the Issuer by anOfficer, who must be the principal executive officer, the principal financial officer, thetreasurer or the principal accounting officer of the Issuer, and delivered to the Trustee.          “Legal Holiday” means a Saturday, a Sunday or a day on which commercial bankinginstitutions are not required to be open in the State of New York.          “Letter of Transmittal” means the letter of transmittal to be prepared by the Issuerand sent to all Holders of the 2017 B Notes for use by such Holders in connection with the ExchangeOffer.          “Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise),pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kindin respect of such asset, whether or not filed, recorded or otherwise perfected under applicablelaw, including any conditional sale or other title retention agreement, any lease in the naturethereof, any option or other agreement to sell or give a security interest in and any filing of oragreement to give any financing statement under the Uniform Commercial Code (or equivalentstatutes) of any jurisdiction; provided that in no event shall an operating lease be deemed toconstitute a Lien.          “LTM Cost Base” means, for any consecutive four quarter period, the sum of (a) directoperating expenses, (b) selling, general and administrative expenses and (c) corporate expenses, ineach case excluding depreciation and amortization, of the Company and its Restricted Subsidiariesdetermined on a consolidated basis in accordance with GAAP.          “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agencybusiness.          “Net Income” means, with respect to any Person, the net income (loss) of such Personand its Subsidiaries that are Restricted Subsidiaries, determined in accordance with GAAP andbefore any reduction in respect of Preferred Stock dividends.
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          “Net Proceeds” means the aggregate cash proceeds received by the Company or any of itsRestricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale orother disposition of any Designated Non-cash Consideration received in any Asset Sale, net of thedirect costs relating to such Asset Sale and the sale or disposition of such Designated Non-cashConsideration, including legal, accounting and investment banking fees, payments made in order toobtain a necessary consent or required by applicable law, and brokerage and sales commissions, anyrelocation expenses incurred as a result thereof, other fees and expenses, including title andrecordation expenses, taxes paid or payable as a result thereof (after taking into account anyavailable tax credits or deductions and any tax sharing arrangements), amounts required to beapplied to the repayment of principal, premium, if any, and interest on unsubordinated Indebtednessrequired (other than required by clause (1), (2), (3), (4) or(5) of Section 4.10(b) hereof) to bepaid as a result of such transaction and any deduction of appropriate amounts to be provided by theCompany or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against anyliabilities associated with the asset disposed of in such transaction and retained by the Companyor any of its Restricted Subsidiaries after such sale or other disposition thereof, includingpension and other post-employment benefit liabilities and liabilities related to environmentalmatters or against any indemnification obligations associated with such transaction, and in thecase of any Asset Sale by a Restricted Subsidiary that is not a Wholly-Owned Subsidiary of theCompany, a portion of the aggregate cash proceeds equal to the portion of the outstanding EquityInterests of such non-Wholly-Owned Subsidiary owned by Persons other than the Company and any otherRestricted Subsidiary (to the extent such proceeds are committed to be distributed to suchPersons). For purposes of this definition only, the term “Asset Sale” shall be deemed to includeany Foreign Disposition.          “Non-U.S. Person” means a Person who is not a U.S. Person.          “Notes” means both the 2017 A Notes and the 2017 B Notes. For purposes of thisIndenture, the term “Notes” shall also include any Additional Notes that may be issued under asupplemental indenture.          “Obligations” means any principal (including any accretion), interest (including anyinterest accruing on or subsequent to the filing of a petition in bankruptcy, reorganization orsimilar proceeding at the rate provided for in the documentation with respect thereto, whether ornot such interest is an allowed claim under applicable state, federal or foreign law), premium,penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respectto letters of credit and banker’s acceptances), damages and other liabilities, and guarantees ofpayment of such principal (including any accretion), interest, penalties, fees, indemnifications,reimbursements, damages and other liabilities, payable under the documentation governing anyIndebtedness.          “Offering Circular” means the final offering circular, dated December 18, 2009,relating to the sale of the Notes issued on the Issue Date.          “Officer” means the Chairman of the Board, the Chief Executive Officer, the President,any Executive Vice President, Senior Vice President or Vice President, the Treasurer or theSecretary of the Company or the Issuer, as the case may be.          “Officer’s Certificate” means a certificate signed on behalf of the Company, theIssuer or a Restricted Guarantor, as the case may be, by an Officer of the Company, the Issuer or aRestricted Guarantor, as the case may be, who must be the principal executive officer, theprincipal financial officer, the treasurer or the principal accounting officer of the Company, theIssuer or a Restricted Guarantor, as the case may be, that meets the requirements set forth in thisIndenture.
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          “Opinion of Counsel” means a written opinion from legal counsel who is reasonablyacceptable to the Trustee. The counsel may be an employee of or counsel to the Company or theIssuer, as the case may be, or the Trustee.          “Pari Passu Indebtedness” means:     (1) with respect to the Issuer, the 2017 B Notes, the 2017 A Notes and any otherIndebtedness which ranks pari passu in right of payment to the 2017 B Notes; and     (2) with respect to any Guarantor, its Guarantee, its guarantee of the 2017 A Notesand any other Indebtedness which ranks pari passu in right of payment to such Guarantor’sGuarantee.          “Participant” means, with respect to the Depositary, Euroclear or Clearstream, aPerson who has an account with the Depositary, Euroclear or Clearstream, respectively (and, withrespect to DTC, shall include Euroclear and Clearstream).          “Permitted Asset Swap” means the substantially concurrent purchase and sale orexchange of Related Business Assets or a combination of Related Business Assets and cash or CashEquivalents between the Company or any of its Restricted Subsidiaries and another Person.          “Permitted Debt Restructuring” means (1) any restructuring of all or substantially allof any series, class, tranche or facility of Indebtedness of any direct or indirect parentcompanies of the Company, (2) any debt workout and similar transactions involving all orsubstantially all of any series, class, tranche or facility of Indebtedness of any direct orindirect parent companies of the Company, including in connection with any consensual or negotiatedarrangement or any court approved or ordered arrangement or plan, (3) any exchange or conversion ofall or substantially all of any series, class, tranche or facility of Indebtedness for or to anyEquity Interests or any issuance of Equity Interests for cash or other consideration (other thanany public offering of Capital Stock and any offering of Capital Stock that is underwritten forresale pursuant to Rule 144A or Regulation S) as result of which all or substantially all of anyseries, class, tranche or facility of Indebtedness of such direct or indirect parent companies ofthe Company is repaid, retired, exchanged for equity, cancelled, extinguished or otherwisedischarged, or (4) any other transactions that have substantially the effect of any of theforegoing; provided, however, that in each case, such restructuring, debt workout, exchange,conversion or other transaction does not involve the consensual sale for cash consideration ofCapital Stock of any such direct or indirect parent company of the Company owned by the Investors.          “Permitted Holder” means any of the Investors and members of management of the Company(or any of its direct or indirect parent companies) or CCU or CC Media Holdings, Inc. who areholders of Equity Interests of the Company (or any of its direct or indirect parent companies) orCCU or CC Media Holdings, Inc. on the Issue Date and any group (within the meaning of Sectionl3(d)(3) or Section l4(d)(2) of the Exchange Act or any successor provision) of which any of theforegoing are members; provided that (x) in the case of such group and without giving effect to theexistence of such group or any other group, such Investors and members of management, collectively,have beneficial ownership of more than 50.0% of the total voting power of the Voting Stock of theCompany or any of its direct or indirect parent companies and (y) for purposes of this definition,the amount of Equity Interests held by members of management who qualify as “Permitted Holders”shall never exceed the amount of Equity Interests held by such members of management on the IssueDate. Any person or group whose acquisition of beneficial ownership (within the meaning of Rulel3d-3 under the Exchange Act, or any
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successor provision) constitutes a Change of Control in respect of which a Change of ControlOffer is made in accordance with the requirements of Section 4.14 hereof (or would result in aChange of Control Offer in the absence of the waiver of such requirement by Holders in accordancewith Section 4.14 hereof) shall thereafter, together with its Affiliates, constitute an additionalPermitted Holder.          “Permitted Investments” means:     (1) any Investment in the Company or any of its Restricted Subsidiaries;     (2) any Investment in cash and Cash Equivalents or Investment Grade Securities;     (3) any Investment by the Company or any of its Restricted Subsidiaries in a Personthat is engaged in a Similar Business if as a result of such Investment:     (a) such Person becomes a Restricted Subsidiary; or     (b) such Person, in one transaction or a series of related transactions, is amalgamated, merged orconsolidated with or into, or transfers or conveys substantially all of its assets to, or isliquidated into, the Company or a Restricted Subsidiary,and, in each case, any Investment held by such Person; provided that such Investment was notacquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;     (4) any Investment in securities or other assets not constituting Cash Equivalents orInvestment Grade Securities and received in connection with an Asset Sale made pursuant toSection 4.10(a) hereof or any other disposition of assets not constituting an Asset Sale;     (5) any Investment existing on the Issue Date or made pursuant to a binding commitment ineffect on the Issue Date or an Investment consisting of any extension, modification or renewal ofany such Investment or binding commitment existing on the Issue Date; provided that the amount ofany such Investment may be increased (x) as required by the terms of such Investment or bindingcommitment as in existence on the Issue Date (including as a result of the accrual or accretionof interest or original issue discount or the issuance of pay-in-kind securities) or (y) asotherwise permitted under this Indenture;     (6) any Investment acquired by the Company or any of its Restricted Subsidiaries:     (a) in exchange for any other Investment, accounts receivable or notes receivableheld by the Company or any such Restricted Subsidiary in connection with or as a resultof a bankruptcy workout, reorganization or recapitalization of the issuer of such otherInvestment, accounts receivable or notes receivable; or     (b) as a result of a foreclosure by the Company or any of its RestrictedSubsidiaries with respect to any secured Investment or other transfer of title withrespect to any secured Investment in default;     (7)Hedging Obligations permitted under clause (10) of Section 4.09(b) hereof;
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     (8) any Investment the payment for which consists of Equity Interests (exclusive ofDisqualified Stock) of the Company or any of its direct or indirect parent companies;     (9) Indebtedness (including any guarantee thereof) permitted under Section 4.09;     (10) any transaction to the extent it constitutes an Investment that is permitted and madein accordance with the provisions of Section 4.11(b) hereof (except transactions describedin clauses (2), (5) and (9) of Section 4.11(b) hereof);     (11) any Investment consisting of a purchase or other acquisition of inventory, supplies,material or equipment;     (12) Investments having an aggregate fair market value, taken together with all otherInvestments made pursuant to this clause (12) that are at that time outstanding (without givingeffect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do notconsist of cash or marketable securities), not to exceed the greater of (x) $250,000,000 and (y)3.75% of Total Assets (with the fair market value of each Investment being measured at the timemade and without giving effect to subsequent changes in value);provided that if such Investmentis in Capital Stock of a Person that is engaged in a Similar Business that subsequently becomes aRestricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (3)hereof and shall not be included as having been made pursuant to this clause (12);     (13)Investments in any Indebtedness of CCU or any of its Subsidiaries;provided thatsubstantially concurrently with such Investment, such Indebtedness is cancelled or assigned toCCU or an Affiliate thereof (other than the Company or any of its Subsidiaries) in considerationfor a reduction of the amount then owing by the Company under the CCOH Mirror Note, in each caseby an amount equal to the fair market value of such Indebtedness;     (14)advances to, or guarantees of Indebtedness of, employees, directors, officers andconsultants not in excess of $500,000 outstanding at any one time, in the aggregate;     (15) loans and advances to officers, directors and employees consistent with industrypractice or past practice, as well as for moving expenses and other similar expenses incurred inthe ordinary course of business or consistent with past practice or to fund such Person’spurchase of Equity Interests of the Company or any direct or indirect parent company thereof;     (16) Investments in the ordinary course of business consisting of endorsements forcollection or deposit;     (17) Investments by the Company or any of its Restricted Subsidiaries in any otherPerson pursuant to a “local marketing agreement” or similar arrangement relating to a stationowned or licensed by such Person;     (18) any performance guarantee and Contingent Obligations in the ordinary course ofbusiness and the creation of liens on the assets of the Company or any Restricted Subsidiary incompliance with Section 4.12 hereof;     (19) any purchase or repurchase of the 2017 B Notes; and
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     (20) any Investment in a Similar Business having an aggregate fair market value, takentogether with all other Investments made pursuant to this clause (20) that are at that timeoutstanding, that does not exceed the greater of (x) $500,000,000 and (y) 7.5% of Total Assets(with the fair market value of each Investment being measured at the time made and withoutgiving effect to subsequent changes in value); provided,however, that if such Investment is inCapital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investmentshall thereafter be deemed permitted under clause (3) above and shall not be included as havingbeen made pursuant to this clause (20).          “Permitted Liens” means, with respect to any Person:     (1) pledges, deposits or security by such Person under workmen’s compensation laws,unemployment insurance, employers’ health tax and other social security laws or similarlegislation (including in respect of deductibles, self-insured retention amounts and premiums andadjustments thereto) or good faith deposits in connection with bids, tenders, contracts (otherthan for the payment of Indebtedness) or leases to which such Person is a party, or deposits tosecure public or statutory obligations of such Person or deposits of cash or U.S. government bondsto secure surety, appeal bonds or letters of credit to which such Person is a party or accountparty, or deposits as security for contested taxes or import duties or for the payment of rent, ineach case incurred in the ordinary course of business;     (2) Liens imposed by law, such as carriers’, warehousemen’s, materialmen’s, repairmen’s andmechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or beingcontested in good faith by appropriate actions or other Liens arising out of judgments or awardsagainst such Person with respect to which such Person shall then be proceeding with an appeal orother proceedings for review if adequate reserves with respect thereto are maintained on the booksof such Person in accordance with GAAP;     (3) Liens for taxes, assessments or other governmental charges not yet overdue for a periodof more than 30 days or subject to penalties for nonpayment or which are being contested in goodfaith by appropriate actions diligently pursued, if adequate reserves with respect thereto aremaintained on the books of such Person in accordance with GAAP, or for property taxes on propertythat the Company or any Subsidiary thereof has determined to abandon if the sole recourse forsuch tax, assessment, charge, levy or claim is to such property;     (4) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release,appeal or similar bonds or with respect to other regulatory requirements or letters of credit orbankers’ acceptances issued, and completion guarantees provided for, in each case, issued pursuantto the request of and for the account of such Person in the ordinary course of its business orconsistent with past practice prior to the Issue Date;     (5) minor survey exceptions, minor encumbrances, ground leases, easements or reservations of,or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains,telegraph and telephone and cable television lines, gas and oil pipelines and other similarpurposes, or zoning, building codes or other restrictions (including minor defects andirregularities in title and similar encumbrances) as to the use of real properties or Liensincidental to the conduct of the business of such Person or to the ownership of its propertieswhich were not incurred in connection with Indebtedness and which do not in the aggregatematerially impair their use in the operation of the business of such Person;
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     (6) Liens securing obligations under Indebtedness permitted to be incurred (and soincurred and so classified) pursuant to clause (5) or (18) of Section 4.09(b) hereof;provided, however, that any such Indebtedness that is incurred pursuant to suchclause (5) or (18) of Section 4.09(b) hereof remains classified as incurred thereunder; andprovidedfurther, however, that Liens securing obligations underIndebtedness permitted to be incurred (and so incurred and so classified) pursuant to clause (18)of Section 4.09(b) hereof extend only to the assets or Equity Interests of Foreign Subsidiaries ofthe Company;     (7) Liens existing on the Issue Date;     (8) Liens existing on property or shares of stock or other assets of a Person at the timesuch Person becomes a Subsidiary; provided, however, that such Liens are notcreated or incurred in connection with, or in contemplation of, such other Person becoming such aSubsidiary; providedfurther, however, that such Liens may not extend toany other property or other assets owned by the Company or any of its Restricted Subsidiaries;     (9) Liens existing on property or other assets at the time the Company or a RestrictedSubsidiary acquired the property or such other assets, including any acquisition by means of anamalgamation, merger or consolidation with or into the Company or any of its RestrictedSubsidiaries; provided, however, that such Liens are not created or incurred inconnection with, or in contemplation of, such acquisition, amalgamation, merger or consolidation;providedfurther that the Liens may not extend to any other property owned by the Companyor any of its Restricted Subsidiaries;     (10) Liens securing obligations under Indebtedness or other obligations of the Company or aRestricted Subsidiary owing to the Issuer or a Guarantor permitted to be incurred in accordancewith Section 4.09 hereof;     (11) Liens securing Hedging Obligations permitted to be incurred under this Indenture;     (12) Liens on specific items of inventory or other goods and proceeds of any Personsecuring such Person’s obligations in respect of bankers’ acceptances or letters of creditissued or created for the account of such Person to facilitate the purchase, shipment or storageof such inventory or other goods;     (13) leases, subleases, licenses or sublicenses granted to others in the ordinary course ofbusiness which do not materially interfere with the ordinary conduct of the business of theCompany or any of its Restricted Subsidiaries and do not secure any Indebtedness;     (14) Liens arising from Uniform Commercial Code (or equivalent statutes) financingstatement filings regarding operating leases, consignments or accounts entered into by theCompany and its Restricted Subsidiaries in the ordinary course of business;     (15) Liens in favor of the Issuer or any Guarantor;     (16) Liens on equipment of the Company or any of its Restricted Subsidiaries granted inthe ordinary course of business;     (17) [Reserved];
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     (18) Liens to secure any refinancing, refunding, extension, renewal or replacement (orsuccessive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part,of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), and(9) or in clauses (20) and (33) below; provided that (a) such new Lien shall be limited to all orpart of the same property that secured the original Lien (plus improvements on such property), and(b) the obligations under Indebtedness secured by such Lien at such time is not increased to anyamount greater than the sum of (i) the outstanding principal amount or, if greater, committedamount of the Indebtedness described under clauses (6), (7), (8), (9), (20) and (33) at the timethe original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary topay any fees and expenses, including premiums, related to such refinancing, refunding, extension,renewal or replacement; providedfurther, however, that in the case of any Liens to secure anyrefinancing, refunding, extension, renewal or replacement of Indebtedness secured by a Lienreferred to in clause (20) or clause (33), the principal amount of any Indebtedness incurred forsuch refinancing, refunding, extension, renewal or replacement shall be deemed secured by a Lienunder clause (20) or clause (33), as applicable, and not this clause (18) for purposes ofdetermining the principal amount of Indebtedness outstanding under clause (20) or clause (33), asapplicable;     (19) deposits made or other security provided in the ordinary course of business to secureliability to insurance carriers;     (20) other Liens securing Indebtedness or other obligations which do not exceed$25,000,000 in the aggregate at any one time outstanding;     (21) Liens securing judgments for the payment of money not constituting an Event ofDefault under clause (5) of Section 6.01(a) hereof so long as such Liens are adequately bondedand any appropriate legal proceedings that may have been duly initiated for the review of suchjudgment have not been finally terminated or the period within which such proceedings may beinitiated has not expired;     (22) Liens in favor of customs and revenue authorities arising as a matter of law to securepayment of customs duties in connection with the importation of goods in the ordinary course ofbusiness;     (23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform CommercialCode on items in the course of collection, (ii) attaching to commodity trading accounts or othercommodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor ofbanking institutions arising as a matter of law encumbering deposits (including the right ofset-off) and which are within the general parameters customary in the banking industry;     (24) Liens deemed to exist in connection with Investments in repurchase agreementspermitted under this Indenture; provided that such Liens do not extend to any assets other thanthose that are the subject of such repurchase agreement;     (25) Liens encumbering reasonable customary initial deposits and margin deposits andsimilar Liens attaching to commodity trading accounts or other brokerage accounts incurred inthe ordinary course of business and not for speculative purposes;
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     (26) Liens that are contractual rights of set-off (i) relating to the establishment ofdepository relations with banks not given in connection with the issuance of Indebtedness, (ii)relating to pooled deposit or sweep accounts of the Company or any of its Restricted Subsidiariesto permit satisfaction of overdraft or similar obligations incurred in the ordinary course ofbusiness of the Company and its Restricted Subsidiaries or (iii) relating to purchase orders andother agreements entered into with customers of the Company or any of its Restricted Subsidiariesin the ordinary course of business;     (27) [Reserved];     (28) Liens securing obligations owed by the Company or any Restricted Subsidiary toany lender under any Credit Facilities or any Affiliate of such a lender, in eachcase, in the ordinary course of business in respect of any overdraft and relatedliabilities arising from treasury, depository and cash management services provided by, orany automated clearing house transfers of funds with, lenders under such Credit Facilitiesor any Affiliate of such a lender;     (29) the rights reserved or vested in any Person by the terms of any lease, license,franchise, grant or permit held by the Company or any Restricted Subsidiary thereof or by astatutory provision, to terminate any such lease, license, franchise, grant or permit, orto require annual or periodic payments as a condition to the continuance thereof;     (30) Liens arising out of conditional sale, title retention, consignment or similararrangements for the sale or purchase of goods entered into by the Company or anyRestricted Subsidiary in the ordinary course of business;     (31) Liens solely on any cash earnest money deposits made by the Company or any of itsRestricted Subsidiaries in connection with any letter of intent or purchase agreementpermitted;     (32) security given to a public utility or any municipality or governmental authoritywhen required by such utility or authority in connection with the operations of that Personin the ordinary course of business; and     (33) Liens securing Indebtedness or other obligations under any Credit Facilitieswhich do not exceed $250,000,000 in the aggregate at any one time outstanding.          For purposes of this definition, the term “Indebtedness” shall be deemed to include intereston and the costs in respect of such Indebtedness.          “Permitted Liquidity Liens” means, with respect to any Person:     (1) Liens for taxes, assessments or other governmental charges not yet overdue for aperiod of more than 30 days or subject to penalties for nonpayment or which are beingcontested in good faith by appropriate actions diligently pursued, if adequate reserveswith respect thereto are maintained on the books of such Person in accordance with GAAP;     (2) Liens (i) of a collection bank arising under Section 4-210 of the UniformCommercial Code on items in the course of collection, (ii) attaching to commodity tradingaccounts or other commodity brokerage accounts incurred in the ordinary course of business,and (iii) in favor of
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banking institutions arising as a matter of law encumbering deposits (including theright of set-off) and which are within the general parameters customary in the bankingindustry;     (3) Liens deemed to exist in connection with Investments in repurchase agreementspermitted under this Indenture; provided that such Liens do not extend to any assets otherthan those that are the subject of such repurchase agreement; and     (4) Liens that are contractual rights of set-off relating to the establishment ofdepository relations with banks not given in connection with the issuance of Indebtedness.          “Person” means any individual, corporation, limited liability company, partnership,joint venture, association, joint stock company, trust, unincorporated organization, government orany agency or political subdivision thereof or any other entity.          “Preferred Stock” means any Equity Interest with preferential rights of payment ofdividends or upon liquidation, dissolution, or winding up.          “Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof tobe placed on all 2017 B Notes issued under this Indenture, except where otherwise permitted by theprovisions of this Indenture.          “Proceeds Loans” means (a) the $500,000,000 loan from the Issuer to CCO made on theIssue Date from the proceeds of the issuance of the 2017 A Notes (the“2017 A Proceeds Loan”), and(b) the $2,000,000,000 loan from the Issuer to CCO made on the Issue Date from the proceeds of theIssuance of the 2017 B Notes (the “2017 B Proceeds Loan”).          “Proceeds Loan Agreements” means each of the Proceeds Loan Agreements dated as of theIssue Date between the Issuer and CCO pursuant to which the Proceeds Loans shall be made.          “Proof of Claim” shall mean a proof of claim or debt filed in accordance with andpursuant to any applicable provisions of the Bankruptcy Law, the Federal Rules of BankruptcyProcedure and/or a final order of the U.S. bankruptcy court.          “Proper Proof of Claim” shall mean, at any time, a Proof of Claim in an amount notless than the sum of the aggregate outstanding principal amount of the 2017 B Notes at such timeplus accrued but unpaid interest on the 2017 B Notes at such time.          “Public Debt” means any Indebtedness consisting of bonds, debentures, notes or othersimilar debt securities issued in (a) a public offering registered under the Securities Act or (b)a private placement to institutional investors that is underwritten for resale in accordance withRule 144A or Regulation S of such Act, whether or not it includes registration rights entitling theholders of such debt securities to registration thereof with the SEC.The term “Public Debt” (i)shall not include the 2017 B Notes (or any Additional 2017 B Notes) or the 2017 A Notes (or anyAdditional 2017 A Notes) and (ii) shall not be construed to include any Indebtedness issued toinstitutional investors in a direct placement of such Indebtedness that is not underwritten by anintermediary (it being understood that, without limiting the foregoing, a financing that isdistributed to not more than ten Persons (provided that multiple managed accounts and affiliates ofany such Persons shall be treated as one Person for the purposes of this definition) shall bedeemed not to be underwritten), or any commercial bank or similar
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Indebtedness, Capitalized Lease Obligation or recourse transfer of any financial asset or any othertype of Indebtedness incurred in a manner not customarily viewed as a “securities offering.”          “QIB” means a “qualified institutional buyer” as defined in Rule 144A.          “Qualified Proceeds” means assets that are used or useful in, or Capital Stock of anyPerson engaged in, a Similar Business; provided that the fair market value of any such assets orCapital Stock shall be determined by the Company in good faith.          “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make arating on the 2017 B Notes publicly available, a nationally recognized statistical rating agency oragencies, as the case may be, selected by the Company which shall be substituted for Moody’s or S&Por both, as the case may be.          “Record Date” for the interest or Special Interest, if any, payable on any applicableInterest Payment Date means the June 1 or December 1 (whether or not a Business Day) next precedingsuch Interest Payment Date.          “Registration Rights Agreements” means (a) the Registration Rights Agreement withrespect to the 2017 A Notes, dated the Issue Date, among the Issuer, the Guarantors and the InitialPurchasers (the “2017 A Registration Rights Agreement”), (b) the Registration Rights Agreement withrespect to the 2017 B Notes, dated the Issue Date, among the Issuer, the Guarantors and the InitialPurchasers (the “2017 B Registration Rights Agreement”) and (c) any similar registration rightsagreements with respect to any Additional 2017 A Notes or Additional 2017 B Notes, as applicable.          “Regulation S” means Regulation S promulgated under the Securities Act.          “Regulation S Global Note” means a Regulation S Temporary Global Note orRegulation S Permanent Global Note, as applicable.          “Regulation S Permanent Global Note” means a permanent Global Note in the form ofExhibit A bearing the Global Note Legend and the Private Placement Legend and deposited with or onbehalf of and registered in the name of the Depositary or its nominee, issued in a denominationequal to the outstanding principal amount of the Regulation S Temporary Global Note upon expirationof the Restricted Period.          “Regulation S Temporary Global Note” means a temporary Global Note in the form ofExhibit A bearing the Global Note Legend, the Private Placement Legend and the Regulation STemporary Global Note Legend and deposited with or on behalf of and registered in the name of theDepositary or its nominee, issued in a denomination equal to the outstanding principal amount ofthe 2017 B Notes initially sold in reliance on Rule 903.          “Regulation S Temporary Global Note Legend” means the legend set forth in Section2.06(g)(iii) hereof.          “Related Business Assets” means assets (other than cash or Cash Equivalents) used oruseful in a Similar Business; provided that any assets received by the Company or a RestrictedSubsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall notbe deemed to be
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Related Business Assets if they consist of securities of a Person, unless upon receipt of thesecurities of such Person, such Person would become a Restricted Subsidiary.          “Responsible Officer” means, when used with respect to the Trustee, any officer withinthe corporate trust department of the Trustee, including any vice president, assistant vicepresident, assistant treasurer, trust officer or any other officer of the Trustee who customarilyperforms functions similar to those performed by the Persons who at the time shall be suchofficers, respectively, or to whom any corporate trust matter is referred because of such Person’sknowledge of and familiarity with the particular subject and who shall have direct responsibilityfor the administration of this Indenture.          “Restricted Definitive Note” means a Definitive Note bearing the Private PlacementLegend.          “Restricted Global Note” means a Global Note bearing the Private PlacementLegend.          “Restricted Guarantor” means a Guarantor that is a Restricted Subsidiary.          “Restricted Investment” means an Investment other than a PermittedInvestment.          “Restricted Period” means the 40-day distribution compliance period as defined inRegulation S.          “Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of theCompany (including any Foreign Subsidiary of the Company) that is not then an UnrestrictedSubsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to bean Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “RestrictedSubsidiary.”          “Rule 144” means Rule 144 promulgated under the SecuritiesAct.          “Rule 144A” means Rule 144A promulgated under the Securities Act.          “Rule 903” means Rule 903 promulgated under the Securities Act.          “Rule 904” means Rule 904 promulgated under the Securities Act.          “S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and anysuccessor to its rating agency business.          “Sale and Lease-Back Transaction” means any arrangement providing for the leasing bythe Company or any of its Restricted Subsidiaries of any real or tangible personal property, whichproperty has been or is to be sold or transferred by the Company or such Restricted Subsidiary to athird Person in contemplation of such leasing.          “SEC” means the U.S. Securities and Exchange Commission.          “Secured Indebtedness” means any Indebtedness of the Company or any of its RestrictedSubsidiaries secured by a Lien.
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          “Securities Act” means the Securities Act of 1933, as amended, and the rules andregulations of the SEC promulgated thereunder.          “Senior Credit Facilities” means the term and revolving credit facilities under theCredit Agreement, dated as of May 13, 2008, as amended as ofJuly 9, 2008 and July 28, 2008, by andamong CCU, the subsidiary guarantors party thereto, the lenders party thereto in their capacitiesas lenders thereunder and Citibank, N.A., as Administrative Agent, including any agreements,collateral documents, guarantees, instruments, mortgages and notes executed in connectiontherewith, and any amendments, extensions, modifications, refinancings, refundings, renewals,restatements, or supplements thereof and anyone or more notes, indentures or credit facilities orcommercial paper facilities with banks or other institutional lenders or investors that extend,refinance, refund, renew, replace or defease any part of the loans, notes, other credit facilitiesor commitments thereunder, including any such refinancing, refunding or replacement facility orindenture that increases the amount that may be borrowed thereunder or alters the maturity of theloans thereunder or adds Restricted Subsidiaries as additional borrowers or guarantors thereunderand whether by the same or other agent, lender or group of lenders or investors.          “Senior Leverage Ratio” means, as of the date of determination, the ratio of (a) thePari Passu Indebtedness of the Company and its Restricted Subsidiaries on such date, to (b) EBITDAof the Company and its Restricted Subsidiaries for the most recently ended four fiscal quartersending immediately prior to such date for which internal financial statements are available.          In the event that the Company or any Restricted Subsidiary (i) incurs, redeems, retires orextinguishes any Pari Passu Indebtedness (other than Pari Passu Indebtedness incurred or repaidunder any revolving credit facility in the ordinary course of business for working capitalpurposes) or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to thecommencement of the period for which the Senior Leverage Ratio is being calculated but prior to orsimultaneously with the event for which the calculation of the Senior Leverage Ratio is made (the“Senior Leverage Ratio Calculation Date”), then the Senior Leverage Ratio shall becalculated giving pro forma effect to such incurrence, redemption, retirement or extinguishment ofIndebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if thesame had occurred at the beginning of the applicable four-quarterperiod; provided, however, thatthe Issuer may elect, pursuant to an Officer’s Certificate delivered to the Trustee not later than30 days after entering into any commitment providing for the incurrence of any Pari PassuIndebtedness, that all or any portion of the Pari Passu Indebtedness that could be incurred undersuch commitment at the time such commitment is entered into shall be treated as incurred andoutstanding in such amount for all purposes of this calculation (whether or not such Pari PassuIndebtedness is outstanding at the time such commitment is entered into) and any subsequentincurrence of such Pari Passu Indebtedness under such commitment (including upon repayment andreborrowing) shall not be deemed, for purposes of this calculation, to be the incurrence of PariPassu Indebtedness at such subsequent time.          For purposes of making the computation referred to above, Investments, acquisitions,dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined inaccordance with GAAP), in each case with respect to an operating unit of a business made (orcommitted to be made pursuant to a definitive agreement) during the four-quarter reference periodor subsequent to such reference period and on or prior to or simultaneously with the SeniorLeverage Ratio Calculation Date, and other operational changes that the Company or any of itsRestricted Subsidiaries has determined to make or made during the four-quarter reference period orsubsequent to such reference period and on or prior to or simultaneously with the Senior LeverageRatio Calculation Date, shall be calculated on a pro forma basis as set forth below assuming thatall such Investments, acquisitions, dispositions, mergers,
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amalgamations, consolidations, discontinued operations and other operational changes hadoccurred on the first day of the four-quarter reference period. If since the beginning of suchperiod any Person that subsequently became a Restricted Subsidiary or was merged with or into theCompany or any of its Restricted Subsidiaries since the beginning of such period shall have madeany Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinuedoperation or operational change, in each case with respect to an operating unit of a business, thatwould have required adjustment pursuant to this definition, then the Senior Leverage Ratio shall becalculated giving pro forma effect thereto in the manner set forth below for such period as if suchInvestment, acquisition, disposition, merger, consolidation, discontinued operation or operationalchange had occurred at the beginning of the applicable four-quarter period.          For purposes of this definition, whenever pro forma effect is to be given to anInvestment, acquisition, disposition, amalgamation, merger or consolidation(including the Transactions) and the amount of income or earnings relating thereto,the pro forma calculations shall be made in good faith by a responsible financialor accounting officer of the Company (and may include cost savings, synergies andoperating expense reductions resulting from such Investment, acquisition,amalgamation, merger or consolidation (including the Transactions) which is beinggiven pro forma effect that have been or are expected to be realized); providedthat actions to realize such cost savings, synergies and operating expensereductions are taken within 12 months after the date of such Investment,acquisition, amalgamation, merger or consolidation; provided that no cost savings,synergies or operating expense reductions shall be included pursuant to thisparagraph to the extent duplicative of any amounts that are otherwise added back incomputing EBITDA with respect to such period.          For the purposes of this definition, any amount in a currency other than U.S. dollars shall beconverted to U.S. dollars based on the average exchange rate for such currency for the most recenttwelve-month period immediately prior to the date of determination determined in a mannerconsistent with that used in calculating EBITDA for the applicable period.          “ShelfRegistration Statement” means the Shelf RegistrationStatement as defined in the2017 B Registration Rights Agreement.          “Significant Party” means any Guarantor or Restricted Subsidiary that would be a“significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuantto the Securities Act, as such regulation is in effect on the Issue Date.          “Similar Business” means any business conducted or proposed to be conducted by theCompany and its Subsidiaries on the Issue Date or any business that is similar, reasonably related,incidental or ancillary thereto.          “Special Interest” means all additional interest then owing on the 2017 B Notespursuant to any Registration Rights Agreement.          “Subordinated Indebtedness” means:     (1) any Indebtedness of the Issuer which is by its terms subordinated in right ofpayment to the 2017 B Notes; and     (2) any Indebtedness of any Guarantor which is by its terms subordinated in right ofpayment to the Guarantee of such entity of the 2017 B Notes.
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          “Subsidiary” means, with respect to any Person, a corporation, partnership, jointventure, limited liability company or other business entity (excluding charitable foundations) ofwhich a majority of the shares of securities or other interests having ordinary voting power forthe election of directors or other governing body (other than securities or interests having suchpower only by reason of the happening of a contingency) are at the time beneficially owned, or themanagement of which is otherwise controlled, directly, or indirectly through one or moreintermediaries, or both, by such Person.          “Total Assets” means total assets of the Company and its Restricted Subsidiaries on aconsolidated basis prepared in accordance with GAAP, shown on the most recent balance sheet of theCompany and its Restricted Subsidiaries as may be expressly stated.          “Transaction Expenses” means any fees or expenses incurred or paid by the Company orany of its Subsidiaries in connection with the Transactions.          “Transactions” means the offering and issuance of the Notes for cash on the IssueDate, the making of the Proceeds Loans, the refinancing of the CCU Intercompany Note and theamendments to the CCOH Mirror Note and the CCU Mirror Note and transactions related to any of theforegoing on or prior to the Issue Date and the payment of fees and expenses related to any of theforegoing.          “Treasury Rate” means, as of any Redemption Date, the yield to maturity as of suchRedemption Date of United States Treasury securities with a constant maturity (as compiled andpublished in the most recent Federal Reserve Statistical Release H.15 (519) that has becomepublicly available at least two Business Days prior to the Redemption Date (or, if such StatisticalRelease is no longer published, any publicly available source of similar market data)) most nearlyequal to the period from the Redemption Date to December 15,2012; provided, however, that if theperiod from the Redemption Date to December 15, 2012 is less than one year, the weekly average yieldon actually traded United States Treasury securities adjusted to a constant maturity of one yearshall be used.          “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15U.S.C. §§ 77aaa-77bbbb).          “Trustee” means U.S. Bank National Association, as trustee, until a successor replacesit in accordance with the applicable provisions of this Indenture and thereafter means thesuccessor serving hereunder.          “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear andare not required to bear the Private Placement Legend.          “Unrestricted Global Note” means a permanent Global Note, substantially in the form ofExhibit A that bears the Global Note Legend and that has the“Schedule of Exchanges of Interests inthe Global Note” attached thereto, and that is deposited with or on behalf of and registered in thename of the Depositary, representing 2017 B Notes that do not bear the Private Placement Legend.          “Unrestricted Subsidiary” means:     (1) any Subsidiary of the Company which at the time of determination is anUnrestricted Subsidiary (as designated by the Company, as provided below); and          (2) any Subsidiary of an Unrestricted Subsidiary.
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          The Company may designate any Subsidiary of the Company (including any existing Subsidiary andany newly acquired or newly formed Subsidiary, in each case other than the Issuer) to be anUnrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interestsor Indebtedness of, or owns or holds any Lien on, any property of, the Company or any RestrictedSubsidiary of the Company (other than solely any Unrestricted Subsidiary of the Subsidiary to be sodesignated); provided that:     (1) any Unrestricted Subsidiary must be an entity of which the Equity Interestsentitled to cast at least a majority of the votes that may be cast by all Equity Interestshaving ordinary voting power for the election of directors or Persons performing a similarfunction are owned, directly or indirectly, by the Company;     (2) such designation complies with Section 4.07 hereof; and     (3) each of:          (a) the Subsidiary to be so designated; and          (b) its Subsidiarieshas not at the time of designation, and does not thereafter, incur any Indebtedness pursuant towhich the lender has recourse to any of the assets of the Company or any Restricted Subsidiary.          TheCompany may designate any Unrestricted Subsidiary to be a RestrictedSubsidiary; providedthat, immediately after giving effect to such designation, no Default shall have occurred and becontinuing and either:     (1) the Company could incur at least $1.00 of additional Indebtedness pursuant to eachof the ratio tests set forth in Section 4.09(a) hereof; or     (2) (A) the Consolidated Leverage Ratio for the Company and its RestrictedSubsidiaries would be equal to or less than such ratio immediately prior to suchdesignation and (B) the Senior Leverage Ratio for the Company and its RestrictedSubsidiaries would be equal to or less than such ratio immediately prior to suchdesignation; provided, however, that in the case of each of clause (A) and (B), suchdetermination is made on a pro forma basis taking into account such designation.          Any such designation by the Company shall be notified by the Company to the Trustee bypromptly filing with the Trustee a copy of the resolution of the Board of Directors or anycommittee thereof giving effect to such designation and an Officer’s Certificate certifying thatsuch designation complied with the foregoing provisions.          “U.S. Person” means a U.S. person as defined in Rule 902(k) under theSecurities Act.          “Voting Stock” of any Person as of any date means the Capital Stock of such Personthat is at the time entitled to vote in the election of the board of directors of such Person.          “Weighted Average Life to Maturity” means, when applied to any Indebtedness,Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained bydividing:
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     (1) the sum of the products of the number of years from the date of determinationto the date of each successive scheduled principal payment of such Indebtedness orredemption or similar payment with respect to such Disqualified Stock or Preferred Stockmultiplied by the amount of such payment; by     (2) the sum of all such payments.          “Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100.0% ofthe outstanding Equity Interests of which (other than directors’ qualifying shares and sharesissued to foreign nationals as required under applicable law) shall at the time be owned by suchPerson or by one or more Wholly-Owned Subsidiaries of such Person or by such Person and one or moreWholly-Owned Subsidiaries of such Person.Section 1.02 Other Definitions.       Defined inTerm Section“Affiliate Transaction”  4.11      (a)“Asset Sale Offer”  4.10      (c)“Authentication Order”  2.02 “Change of Control Offer”  4.14      (a)“Change of Control Payment”  4.14      (a)“Change of Control Payment Date”  4.14      (a)“Covenant Defeasance”  8.03 “Defeased Covenants”  8.03 “DTC”  2.03 “Event of Default”  6.01      (a)“Excess Proceeds”  4.10      (c)“Guarantor Liquidity Amount”  4.16 “Guarantor Liquidity Assets”  4.16 “Guarantor Liquidity Facility”  4.16 “incur” or “incurrence”  4.09      (a)“Legal Defeasance”  8.02 “Liquidity Facilities”  4.16 “Non-Guarantor Liquidity Amount”  4.16 “Non-Guarantor Liquidity Assets”  4.16 “Non-Guarantor Liquidity Facility”  4.16 “Note Register”  2.03 “Offer Amount”  3.09      (b)“Offer Period”  3.09      (b)“Pari Passu Indebtedness”  4.10      (c)“Paying Agent”  2.03 “Payment Blockage Period”  11.03 “Payment Default”  11.03 “Purchase Date”  3.09      (b)“Redemption Date”  3.07      (a)“Refinancing Indebtedness”  4.09      (b)“Refunding Capital Stock”  4.07      (b)
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       Defined inTerm Section“Registrar”  2.03 “Restricted Payments”  4.07      (a)“Special Redemption”  3.08      (a)“Special Redemption Amount”  3.08      (a)“Special Redemption Date”  3.08      (a)“Successor Company”  5.01      (a)“Successor Person”  5.01      (c)“Transfer Agent”  2.03 “Treasury Capital Stock”  4.07      (b)“Trustee Account”  4.01 Section 1.03 Incorporation by Reference of Trust Indenture Act.          Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision isincorporated by reference in and made a part of this Indenture.          The following Trust Indenture Act terms used in this Indenture have the following meanings:     “indenture securities” means the 2017 B Notes;     “indenture security Holder” means a Holder of a 2017 BNote;     “indenture to be qualified” means this Indenture;     “indenture trustee” or “institutional trustee” means the Trustee;and     “obligor” on the 2017 B Notes and the Guarantees means the Issuer, theCompany and the Guarantors, respectively, and any successor obligor upon the 2017 BNotes and the Guarantees, respectively.          All other terms used in this Indenture that are defined by the Trust Indenture Act, defined byTrust Indenture Act reference to another statute or defined by SEC rule under the Trust IndentureAct have the meanings so assigned to them.Section 1.04 Rules of Construction.          Unless the context otherwise requires:     (a) a term has the meaning assigned to it;     (b) an accounting term not otherwise defined has the meaning assigned to it in accordance withGAAP;     (c) “or” is not exclusive;     (d) words in the singular include the plural, and in the plural include the singular;
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     (e) “will” shall be interpreted to express a command;     (f) provisions apply to successive events and transactions;     (g) references to sections of, or rules under, the Securities Act shall be deemed to includesubstitute, replacement or successor sections or rules adopted by the SEC from time to time;     (h) unless the context otherwise requires, any reference to an “Article,” “Section” or“clause” refers to an Article, Section or clause, as the case may be, of this Indenture;     (i) words used herein implying any gender shall apply to both genders;     (j) the words “including,” “includes” and similar words shall be deemed to be followedby “without limitation”;     (k) the principal amount of any Preferred Stock at any time shall be (i) the maximumliquidation value of such Preferred Stock at such time or (ii) the maximum mandatoryredemption or mandatory repurchase price with respect to such Preferred Stock at such time,whichever is greater; and     (l) the words “herein,” “hereof’ and “hereunder” and other words of similar importrefer to this Indenture as a whole and not any particular Article, Section, clause or othersubdivision.     (m) Subordination shall refer to contractual payment subordination and not tostructural subordination. This Indenture shall not treat (1) unsecured Indebtedness assubordinated or junior to Secured Indebtedness merely because it is unsecured, (2)unsubordinated Indebtedness as subordinated or junior to any other unsubordinatedIndebtedness merely because it has a junior priority with respect to the same collateral or(3) Indebtedness as subordinated or junior Indebtedness merely because it is structurallysubordinated to other Indebtedness.Section 1.05 Acts of Holders.          (a) Any request, demand, authorization, direction, notice, consent, waiver or other actionprovided by this Indenture to be given or taken by Holders may be embodied in and evidenced by oneor more instruments of substantially similar tenor signed by such Holders in person or by an agentduly appointed in writing. Except as herein otherwise expressly provided, such action shall becomeeffective when such instrument or instruments are delivered to the Trustee and, where it is herebyexpressly required, to the Issuer. Proof of execution of any such instrument or of a writingappointing any such agent, or the holding by any Person of a 2017 B Note, shall be sufficient forany purpose of this Indenture and (subject to Section 7.01 hereof) conclusive in favor of theTrustee and the Issuer, if made in the manner provided in this Section 1.05.          (b) The fact and date of the execution by any Person of any such instrument or writing may beproved by the affidavit of a witness of such execution or by the certificate of any notary publicor other officer authorized by law to take acknowledgments of deeds, certifying that the individualsigning such instrument or writing acknowledged to him the execution thereof. Where such executionis by or on behalf of any legal entity other than an individual, such certificate or affidavitshall also
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constitute proof of the authority of the Person executing the same. The fact and date ofthe execution of any such instrument or writing, or the authority of the Person executing thesame, may also be proved in any other manner that the Trustee deems sufficient.          (c) The ownership of 2017 B Notes shall be proved by the Note Register.          (d) Any request, demand, authorization, direction, notice, consent, waiver or other action bythe Holder of any 2017 B Note shall bind every future Holder of the same 2017 B Note and the Holderof every 2017 B Note issued upon the registration of transfer thereof or in exchange therefor or inlieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuer inreliance thereon, whether or not notation of such action is made upon such 2017 B Note.          (e) The Issuer may, in the circumstances permitted by the Trust Indenture Act, set a recorddate for purposes of determining the identity of Holders entitled to give any request, demand,authorization, direction, notice, consent or waiver or to take any other act, or to vote or consentto any action by vote or consent authorized or permitted to be given or taken by Holders. Unlessotherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made byany Person in respect of any such action, or in the case of any such vote, prior to such vote, anysuch record date shall be the later of 30 days prior to the first solicitation of such consent orthe date of the most recent list of Holders furnished to the Trustee prior to such solicitation.          (f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regardto any particular 2017 B Note may do so with regard to all or any part of the principal amount ofsuch 2017 B Note or by one or more duly appointed agents, each of which may do so pursuant to suchappointment with regard to all or any part of such principal amount. Any notice given or actiontaken by a Holder or its agents with regard to different parts of such principal amount pursuant tothis Section 1.05(f) shall have the same effect as if given or taken by separate Holders of eachsuch different part.          (g) Without limiting the generality of the foregoing, a Holder, including DTC, that is theHolder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing,any request, demand, authorization, direction, notice, consent, waiver or other action provided inthis Indenture to be made, given or taken by Holders, and any Person that is the Holder of a GlobalNote, including DTC, may provide its proxy or proxies to the beneficial owners of interests in anysuch Global Note through such depositary’s standing instructions and customary practices.          (h) The Issuer may fix a record date for the purpose of determining the Persons who arebeneficial owners of interests in any Global Note held by DTC entitled under the procedures of suchdepositary to make, give or take, by a proxy or proxies duly appointed in writing, any request,demand, authorization, direction, notice, consent, waiver or other action provided in thisIndenture to be made, given or taken by Holders. If such a record date is fixed, the Holders onsuch record date or their duly appointed proxy or proxies, and only such Persons, shall be entitledto make, give or take such request, demand, authorization, direction, notice, consent, waiver orother action, whether or not such Holders remain Holders after such record date. No such request,demand, authorization, direction, notice, consent, waiver or other action shall be valid oreffective if made, given or taken more than 90 days after such record date.
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ARTICLE 2THE 2017 B NOTESSection 2.01 Form and Dating; Terms.          (a) General. The 2017 B Notes and the Trustee’s certificate of authentication shall besubstantially in the form of Exhibit A hereto. The 2017 B Notes may have notations, legendsor endorsements required by law, stock exchange rules or usage. Each 2017 B Note shall be dated thedate of its authentication. The 2017 B Notes shall be in denominations of $2,000 and integralmultiples of $1,000 in excess thereof.          (b) Global Notes. 2017 B Notes issued in global form shall be substantially in theform of Exhibit A attached hereto (including the Global Note Legend thereon and the“Schedule of Exchanges of Interests in the Global Note” attached thereto). 2017 B Notes issued indefinitive form shall be substantially in the form of Exhibit A attached hereto (butwithout the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in theGlobal Note” attached thereto). Each Global Note shall represent such of the outstanding 2017 BNotes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attachedthereto and each Global Note shall provide that it shall represent up to the aggregate principalamount of 2017 B Notes from time to time endorsed thereon and that the aggregate principal amountof outstanding 2017 B Notes represented thereby may from time to time be reduced or increased, asapplicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect theamount of any increase or decrease in the aggregate principal amount of outstanding 2017 B Notesrepresented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee,in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.          (c) Temporary Global Notes. 2017 B Notes offered and sold in reliance on Regulation Sshall be issued initially in the form of the Regulation S Temporary Global Note, which shall bedeposited on behalf of the purchasers of the 2017 B Notes represented thereby with the Trustee, ascustodian for the Depositary, and registered in the name of the Depositary or the nominee of theDepositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream,duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. TheRestricted Period shall be terminated upon the receipt by the Trustee of:     (i) a written certificate from the Depositary, together with copies ofcertificates from Euroclear and Clearstream certifying that they have received certificationof non-United States beneficial ownership of 100% of the aggregate principal amount of eachRegulation S Temporary Global Note (except to the extent of any beneficial owners thereofwho acquired an interest therein during the Restricted Period pursuant to another exemptionfrom registration under the Securities Act and who shall take delivery of a beneficialownership interest in a 144A Global Note bearing a Private Placement Legend, all ascontemplated by Section 2.06(b) hereof); and     (ii) an Officer’s Certificate from the Issuer.          Following the termination of the Restricted Period, beneficial interests in the Regulation STemporary Global Note shall be exchanged for beneficial interests in the Regulation S PermanentGlobal Note pursuant to the Applicable Procedures. Simultaneously with the authentication of theRegulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary GlobalNote. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S
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Permanent Global Note may from time to time be increased or decreased by adjustments made on therecords of the Trustee and the Depositary or its nominee, as the case may be, in connection withtransfers of interest as hereinafter provided.          (d) Terms. The aggregate principal amount of 2017 B Notes that may beauthenticated and delivered under this Indenture is unlimited.          The terms and provisions contained in the 2017 B Notes shall constitute, and are herebyexpressly made, a part of this Indenture and the Issuer, the Trustee and the Paying Agent andRegistrar, by their execution and delivery of this Indenture, expressly agree to such terms andprovisions and to be bound thereby. However, to the extent any provision of any 2017 B Noteconflicts with the express provisions of this Indenture, the provisions of this Indenture shallgovern and be controlling.          The 2017 B Notes shall be subject to repurchase by the Issuer pursuant to an Asset Sale Offeras provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof.The 2017 B Notes shall not be redeemable, other than as provided in Article 3 hereof.          Additional 2017 B Notes ranking pari passu with the Initial Notes may be created andissued from time to time by the Issuer without notice to or consent of the Holders and shall beconsolidated with and form a single class with the Initial Notes and shall have the same terms asto status, redemption or otherwise as the Initial Notes; provided that the Issuer’s abilityto issue Additional 2017 B Notes shall be subject to the Issuer’s compliance with Section 4.09hereof. Any Additional 2017 B Notes shall be issued with the benefit of an indenture supplementalto this Indenture.          (e) Euroclear and Clearstream Procedures Applicable. The provisions of the“OperatingProcedures of the Euroclear System” and “Terms andConditions Governing Use of Euroclear” and the“General Terms and Conditions of Clearstream Banking” and “Customer Handbook“of Clearstream shallbe applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and theRegulation S Permanent Global Note that are held by Participants through Euroclear or Clearstream.Section 2.02 Execution and Authentication.          At least one Officer shall execute the 2017 B Notes on behalf of the Issuer by manual orfacsimile signature.          If an Officer whose signature is on a 2017 B Note no longer holds that office at the time such2017 B Note is authenticated, such 2017 B Note shall nevertheless be valid.          A 2017 B Note shall not be entitled to any benefit under this Indenture or be valid orobligatory for any purpose until authenticated substantially in the form of Exhibit Aattached hereto by the manual or facsimile signature of the Trustee. The signature shall beconclusive evidence that the 2017 B Note has been duly authenticated and delivered under thisIndenture.          On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “AuthenticationOrder”), authenticate and deliver the Initial Notes. In addition, at any time, from time totime, the Trustee shall upon receipt of an Authentication Order authenticate and deliver anyAdditional 2017 B Notes and 2017 B Exchange Notes for an aggregate principal amount specified insuch Authentication Order for such Additional 2017 B Notes or 2017 B Exchange Notes issuedhereunder.
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          The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate 2017B Notes. An authenticating agent may authenticate 2017 B Notes whenever the Trustee may do so. Eachreference in this Indenture to authentication by the Trustee includes authentication by such agent.An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of theIssuer.Section 2.03 Registrar and Paying Agent.          The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York,where 2017 B Notes may be presented for registration (“Registrar”), an office or agency inthe Borough of Manhattan, City of New York, where 2017 B Notes may be presented for transfer orexchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City ofNew York, where 2017 B Notes may be presented for payment (“Paying Agent”). The Registrarshall keep a register of the 2017 B Notes (“Note Register”) and of their transfer andexchange. The Issuer may appoint one or more co-registrars, one or more co-transfer agents and oneor more additional paying agents. The term “Registrar” includes any co-registrar, the term“Transfer Agent” includes any co-transfer agent and the term “Paying Agent”includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent orRegistrar without prior notice to any Holder. So long as any series of 2017 B Notes is listed on anexchange and the rules of such exchange so require, the Issuer shall satisfy any requirement ofsuch exchange as to paying agents, registrars and transfer agents and shall comply with any noticerequirements required by such exchange in connection with any change of paying agent, registrar ortransfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Agentnot a party to this Indenture. If the Issuer fails to appoint or maintain another entity asRegistrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of itsSubsidiaries may act as Paying Agent, Transfer Agent or Registrar.          TheIssuer initially appoints The Depository Trust Company (“DTC”) to act asDepositary with respect to the Global Notes.          The Issuer initially appoints the Trustee to act as Custodian with respect to the GlobalNotes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent,Registrar and Transfer Agent for the 2017 B Notes.Section 2.04 Paying Agent To Hold Money in Trust.          The Issuer shall require each Paying Agent other than the Trustee to agree in writing that thePaying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by thePaying Agent for the payment of principal, premium, if any, or Special Interest, if any, orinterest on the 2017 B Notes, and shall notify the Trustee of any default by the Issuer in makingany such payment. While any such default continues, the Trustee may require a Paying Agent to payall money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if otherthan the Issuer, the Company or any Subsidiary of the Company) shall have no further liability forthe money. If the Issuer, the Company or any Subsidiary of the Company acts as Paying Agent, itshall segregate and hold in a separate trust fund for the benefit of the Holders all money held byit as Paying Agent. Upon any bankruptcy or reorganization proceedings (or similar proceedings)relating to the Issuer, the Trustee shall serve as Paying Agent for the 2017 B Notes.
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Section 2.05 Holder Lists.          The Trustee shall preserve in as current a form as is reasonably practicable the most recentlist available to it of the names and addresses of all Holders and shall otherwise comply withTrust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuer shall furnishto the Trustee at least two Business Days before each Interest Payment Date and at such other timesas the Trustee may request in writing, a list in such form and as of such date as the Trustee mayreasonably require of the names and addresses of the Holders of 2017 B Notes and the Issuer shallotherwise comply with Trust Indenture Act Section 312(a).Section 2.06 Transfer and Exchange.          (a) Transfer and Exchange of Global Notes. Except as otherwise set forth in thisSection 2.06, a Global Note may be transferred, in whole and not in part, only to another nomineeof the Depositary or to a successor Depositary or a nominee of such successor Depositary. Abeneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) theDepositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary forsuch Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and,in either case, a successor Depositary is not appointed by the Issuer within 120 days or (ii) thereshall have occurred and be continuing a Default with respect to the 2017 B Notes. Upon theoccurrence of any of the events in clause (i) or (ii) above, Definitive Notes delivered in exchangefor any Global Note or beneficial interests therein shall be registered in the names, and issued inany approved denominations, requested by or on behalf of the Depositary (in accordance with itscustomary procedures). Global Notes also may be exchanged or replaced, in whole or in part, asprovided in Sections 2.07 and 2.10 hereof. Every 2017 B Note authenticated and delivered inexchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 orSection 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, aGlobal Note, except for Definitive Notes issued subsequent to any of the events in clause (i) or(ii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another2017 B Note other than as provided in this Section 2.06(a); provided,however, beneficialinterests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or(f) hereof.          (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transferand exchange of beneficial interests in the Global Notes shall be effected through the Depositary,in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficialinterests in the Restricted Global Notes shall be subject to restrictions on transfer comparable tothose set forth herein to the extent required by the Securities Act. Transfers of beneficialinterests in the Global Notes also shall require compliance with either subparagraph (i) or (ii)below, as applicable, as well as one or more of the other following subparagraphs, as applicable:     (i) Transfer of Beneficial Interests in the Same Global Note. Beneficialinterests in any Restricted Global Note may be transferred to Persons who take deliverythereof in the form of a beneficial interest in the same Restricted Global Note inaccordance with the transfer restrictions set forth in the Private Placement Legend;provided,however, that prior to the expiration of the Restricted Period,transfers of beneficial interests in the Regulation S Temporary Global Note may not be madeto a U.S. Person or for the account or benefit of a U.S. Person (other than an InitialPurchaser). Beneficial interests in any Unrestricted Global Note may be transferred toPersons who take delivery thereof in the form of a beneficial interest in an UnrestrictedGlobal Note. No written orders or instructions shall be required to be delivered to theRegistrar to effect the transfers described in this Section 2.06(b)(i).
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     (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes.In connection with all transfers and exchanges of beneficial interests that are not subject toSection 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrareither (A) (1) a written order from a Participant or an Indirect Participant given to theDepositary in accordance with the Applicable Procedures directing the Depositary to credit or causeto be credited a beneficial interest in another Global Note in an amount equal to the beneficialinterest to be transferred or exchanged and (2) instructions given in accordance with theApplicable Procedures containing information regarding the Participant account to be credited withsuch increase or (B) (1) a written order from a Participant or an Indirect Participant given to theDepositary in accordance with the Applicable Procedures directing the Depositary to cause to beissued a Definitive Note in an amount equal to the beneficial interest to be transferred orexchanged and (2) instructions given by the Depositary to the Registrar containing informationregarding the Person in whose name such Definitive Note shall be registered to effect the transferor exchange referred to in (1) above; provided that in no event shall Definitive Notes beissued upon the transfer or exchange of beneficial interests in the Regulation S Temporary GlobalNote prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar ofany certificates required pursuant to Rule 903. Upon consummation of an Exchange Offer by theIssuer in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii)shall be deemed to have been satisfied upon receipt by the Registrar of the instructions containedin the Letter of Transmittal delivered by the Holder of such beneficial interests in the RestrictedGlobal Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficialinterests in Global Notes contained in this Indenture and the 2017 B Notes or otherwise applicableunder the Securities Act, the Trustee shall adjust the principal amount of the relevant GlobalNote(s) pursuant to Section 2.06(h) hereof.     (iii) Transfer of Beneficial Interests to Another Restricted Global Note. Abeneficial interest in any Restricted Global Note may be transferred to a Person who takes deliverythereof in the form of a beneficial interest in another Restricted Global Note if the transfercomplies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives thefollowing:     (A) if the transferee shall take delivery in the form of a beneficial interest in the144A Global Note, a certificate in the form of Exhibit B hereto, including thecertifications in item (1) thereof; or     (B) if the transferee shall take delivery in the form of a beneficial interest inthe Regulation S Global Note, a certificate in the form of Exhibit B hereto,including the certifications in item (2) thereof.     (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note forBeneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted GlobalNote may be exchanged by any holder thereof for a beneficial interest in an Unrestricted GlobalNote or transferred to a Person who takes delivery thereof in the form of a beneficial interest inan Unrestricted Global Note if the exchange or transfer complies with the requirements of Section2.06(b)(ii) hereof and:     (A) such exchange or transfer is effected pursuant to the Exchange Offer inaccordance with the 2017 B Registration Rights Agreement and the holder of the beneficialinterest to be transferred, in the case of an exchange, or the transferee, in the case of atransfer, certifies in the applicable Letter of Transmittal that it is not (1) an
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Exchanging Dealer, (2) a Person participating in the distribution of the 2017 B ExchangeNotes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer;     (B) such transfer is effected pursuant to the Shelf Registration Statement inaccordance with the 2017 B Registration Rights Agreement;     (C) such transfer is effected by an Exchanging Dealer pursuant to the ExchangeOffer Registration Statement in accordance with the 2017 B Registration RightsAgreement; or     (D) the Registrar receives the following:     (1) if the holder of such beneficial interest in a Restricted Global Noteproposes to exchange such beneficial interest for a beneficial interest in anUnrestricted Global Note, a certificate from such Holder substantially in the formof Exhibit C hereto, including the certifications in item (1)(a) thereof;or     (2) if the holder of such beneficial interest in a Restricted Global Noteproposes to transfer such beneficial interest to a Person who shall take deliverythereof in the form of a beneficial interest in an Unrestricted Global Note, acertificate from such holder in the form of Exhibit B hereto, including thecertifications in item (4) thereof;and, in each such case set forth in this subparagraph (D), if the Registrar so requests orif the Applicable Procedures so require, an Opinion of Counsel in form reasonablyacceptable to the Registrar to the effect that such exchange or transfer is in compliancewith the Securities Act and that the restrictions on transfer contained herein and in thePrivate Placement Legend are no longer required in order to maintain compliance with theSecurities Act.     If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when anUnrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of anAuthentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one ormore Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principalamount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.     Beneficial interests in an Unrestricted Global Note cannot be exchanged for, ortransferred to Persons who take delivery thereof in the form of, a beneficial interestin a Restricted Global Note.     (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.     (i) Beneficial Interests in Restricted Global Notes to Restricted DefinitiveNotes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchangesuch beneficial interest for a Restricted Definitive Note or to transfer such beneficial interestto a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon theoccurrence of any of the events in clause (i) or (ii) of Section 2.06(a) hereof and receipt by theRegistrar of the following documentation:
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     (A) if the holder of such beneficial interest in a Restricted Global Note proposes toexchange such beneficial interest for a Restricted Definitive Note, a certificate from suchholder substantially in the form of Exhibit C hereto, including the certificationsin item (2)(a) thereof;     (B) if such beneficial interest is being transferred to a QIB in accordance with Rule144A, a certificate substantially in the form of Exhibit B hereto, including thecertifications in item (1) thereof;     (C) if such beneficial interest is being transferred to a Non-U.S. Person in anoffshore transaction in accordance with Rule 903 or Rule 904, a certificate substantiallyin the form of Exhibit B hereto, including the certifications in item (2) thereof;     (D) if such beneficial interest is being transferred pursuant to an exemption from theregistration requirements of the Securities Act in accordance with Rule 144, a certificatesubstantially in the form of Exhibit B hereto, including the certifications in item(3)(a) thereof;     (E) if such beneficial interest is being transferred to the Issuer or any of itsSubsidiaries, a certificate substantially in the form of Exhibit B hereto,including thecertifications in item (3)(b) thereof; or     (F) if such beneficial interest is being transferred pursuant to an effectiveregistration statement under the Securities Act, a certificate substantially in theform ofExhibit B hereto, including the certifications in item (3)(c) thereof,the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reducedaccordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shallauthenticate and mail to the Person designated in the instructions a Definitive Note in theapplicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in aRestricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or namesand in such authorized denomination or denominations as the holder of such beneficial interestshall instruct the Registrar through instructions from the Depositary and the Participant orIndirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose namessuch 2017 B Notes are so registered. Any Definitive Note issued in exchange for a beneficialinterest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the PrivatePlacement Legend and shall be subject to all restrictions on transfer contained therein.     (ii) Beneficial Interests in Regulation S Temporary Global Note to DefinitiveNotes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in theRegulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to aPerson who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration ofthe Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant toRule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to anexemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.     (iii) Beneficial Interests in Restricted Global Notes to Unrestricted DefinitiveNotes. A holder of a beneficial interest in a Restricted Global Note may exchange suchbeneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest toa Person
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who takes delivery thereof in the form of an Unrestricted Definitive Note only upon theoccurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof andif:     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordancewith the 2017 B Registration Rights Agreement and the holder of such beneficial interest,in the case of an exchange, or the transferee, in the case of a transfer, certifies in theapplicable Letter of Transmittal that it is not (1) an Exchanging Dealer, (2) a Personparticipating in the distribution of the Exchange Notes or (3) a Person who is an affiliate(as defined in Rule 144) of the Issuer;     (B) such transfer is effected pursuant to the Shelf Registration Statement inaccordance with the 2017 B Registration Rights Agreement;     (C) such transfer is effected by an Exchanging Dealer pursuant to the ExchangeOffer Registration Statement in accordance with the 2017 B Registration RightsAgreement; or     (D) the Registrar receives the following:     (1) if the holder of such beneficial interest in a Restricted Global Noteproposes to exchange such beneficial interest for an Unrestricted Definitive Note,a certificate from such holder substantially in the form of Exhibit Chereto, including the certifications in item (1)(b) thereof; or     (2) if the holder of such beneficial interest in a Restricted Global Noteproposes to transfer such beneficial interest to a Person who shall take deliverythereof in the form of an Unrestricted Definitive Note, a certificate from suchholder substantially in the form of Exhibit B hereto, including thecertifications in item (4) thereof;and, in each such case set forth in this subparagraph (D), if the Registrar so requests orif the Applicable Procedures so require, an Opinion of Counsel in form reasonablyacceptable to the Registrar to the effect that such exchange or transfer is in compliancewith the Securities Act and that the restrictions on transfer contained herein and in thePrivate Placement Legend are no longer required in order to maintain compliance with theSecurities Act.     (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted DefinitiveNotes. If any holder of a beneficial interest in an Unrestricted Global Note proposes toexchange such beneficial interest for a Definitive Note or to transfer such beneficial interest toa Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence ofany of the events in clause (i) or (ii) of Section 2.06(a) hereof and satisfaction of theconditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principalamount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof,and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designatedin the instructions a Definitive Note in the applicable principal amount. Any Definitive Noteissued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall beregistered in such name or names and in such authorized denomination or denominations as the holderof such beneficial interest shall instruct the Registrar through instructions from or through theDepositary
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and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to thePersons in whose names such 2017 B Notes are so registered. Any Definitive Note issued in exchangefor a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private PlacementLegend.     (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.     (i) Restricted Definitive Notes to Beneficial Interests in Restricted GlobalNotes. If any Holder of a Restricted Definitive Note proposes to exchange such 2017 B Note fora beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note toa Person who takes delivery thereof in the form of a beneficial interest in a Restricted GlobalNote, then, upon receipt by the Registrar of the following documentation:     (A) if the Holder of such Restricted Definitive Note proposes to exchange such 2017 BNote for a beneficial interest in a Restricted Global Note, a certificate from such Holdersubstantially in the form of Exhibit C hereto, including the certifications in item(2)(b) thereof;     (B) if such Restricted Definitive Note is being transferred to a QIB in accordancewith Rule 144A, a certificate substantially in the form of Exhibit B hereto,including the certifications in item (1) thereof;     (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in anoffshore transaction in accordance with Rule 903 or Rule 904, a certificate substantiallyin the form of Exhibit B hereto, including the certifications in item (2) thereof;     (D) if such Restricted Definitive Note is being transferred pursuant to an exemptionfrom the registration requirements of the Securities Act in accordance with Rule 144, acertificate substantially in the form of Exhibit B hereto, including thecertifications in item (3)(a) thereof;     (E) if such Restricted Definitive Note is being transferred to the Issuer or anyof its Subsidiaries, a certificate substantially in the form of Exhibit Bhereto, includingthe certifications in item (3)(b) thereof; or     (F) if such Restricted Definitive Note is being transferred pursuant to aneffective registration statement under the Securities Act, a certificate substantiallyin theform of Exhibit B hereto, including the certifications in item (3)(c) thereof,the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased theaggregate principal amount of, in the case of clause (A) above, the applicable Restricted GlobalNote, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause(C) above, the applicable Regulation S Global Note.     (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted GlobalNotes. A Holder of a Restricted Definitive Note may exchange such 2017 B Note for a beneficialinterest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person whotakes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:
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     (A) such exchange or transfer is effected pursuant to the Exchange Offer inaccordance with the 2017 B Registration Rights Agreement and the Holder, in the caseof an exchange, or the transferee, in the case of a transfer, certifies in theapplicable Letter of Transmittal that it is not (1) an Exchanging Dealer, (2) aPerson participating in the distribution of the 2017 B Exchange Notes or (3) aPerson who is an affiliate (as defined in Rule 144) of the Issuer;     (B) such transfer is effected pursuant to the Shelf Registration Statement inaccordance with the 2017 B Registration Rights Agreement;     (C) such transfer is effected by an Exchanging Dealer pursuant to theExchange Offer Registration Statement in accordance with the 2017 BRegistration Rights Agreement; or     (D) the Registrar receives the following:     (1) if the Holder of such Definitive Notes proposes to exchange such2017 B Notes for a beneficial interest in the Unrestricted Global Note, acertificate from such Holder substantially in the form of Exhibit Chereto, including the certifications in item (1)(c) thereof; or     (2) if the Holder of such Definitive Notes proposes to transfer such2017 B Notes to a Person who shall take delivery thereof in the form of abeneficial interest in the Unrestricted Global Note, a certificate from suchHolder substantially in the form of Exhibit B hereto, including thecertifications in item (4) thereof;and, in each such case set forth in this subparagraph (D), if the Registrar sorequests or if the Applicable Procedures so require, an Opinion of Counsel in formreasonably acceptable to the Registrar to the effect that such exchange or transferis in compliance with the Securities Act and that the restrictions on transfercontained herein and in the Private Placement Legend are no longer required in orderto maintain compliance with the Securities Act.     Upon satisfaction of the conditions of any of the subparagraphs in this Section2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to beincreased the aggregate principal amount of the Unrestricted Global Note.     (iii) Unrestricted Definitive Notes to Beneficial Interests in UnrestrictedGlobal Notes. A Holder of an Unrestricted Definitive Note may exchange such 2017 B Notefor a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notesto a Person who takes delivery thereof in the form of a beneficial interest in anUnrestricted Global Note at any time. Upon receipt of a request for such an exchange ortransfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increaseor cause to be increased the aggregate principal amount of one of the Unrestricted GlobalNotes.          If any such exchange or transfer from a Definitive Note to a beneficial interest is effectedpursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted GlobalNote has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Orderin accordance with
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Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in anaggregate principal amount equal to the principal amount of Definitive Notes so transferred.          (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Uponrequest by a Holder of Definitive Notes and such Holder’s compliance with the provisions of thisSection 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Priorto such registration of transfer or exchange, the requesting Holder shall present or surrender tothe Registrar the Definitive Notes duly endorsed or accompanied by a written instruction oftransfer or exchange in form satisfactory to the Registrar duly executed by such Holder or by itsattorney, duly authorized in writing. In addition, the requesting Holder shall provide anyadditional certifications, documents and information, as applicable, required pursuant to thefollowing provisions of this Section 2.06(e):     (i) Restricted Definitive Notes to Restricted Definitive Notes. AnyRestricted Definitive Note may be transferred to and registered in the name of Persons whotake delivery thereof in the form of a Restricted Definitive Note if the Registrar receivesthe following:     (A) if the transfer shall be made to a QIB in accordance with Rule 144A, thenthe transferor must deliver a certificate substantially in the form of ExhibitB hereto, including the certifications in item (1) thereof;     (B) if the transfer shall be made pursuant to Rule 903 or Rule 904, then thetransferor must deliver a certificate in the form of Exhibit B hereto,including the certifications in item (2) thereof; or     (C) if the transfer shall be made pursuant to any other exemption from theregistration requirements of the Securities Act, then the transferor must deliver acertificate in the form of Exhibit B hereto, including the certificationsrequired by item (3) thereof, if applicable.     (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. AnyRestricted Definitive Note may be exchanged by the Holder thereof for an UnrestrictedDefinitive Note or transferred to a Person or Persons who take delivery thereof in the formof an Unrestricted Definitive Note if:     (A) such exchange or transfer is effected pursuant to the Exchange Offer inaccordance with the 2017 B Registration Rights Agreement and the Holder, in the caseof an exchange, or the transferee, in the case of a transfer, certifies in theapplicable Letter of Transmittal that it is not (1) an Exchanging Dealer, (2) aPerson participating in the distribution of the 2017 B Exchange Notes or (3) aPerson who is an affiliate (as defined in Rule 144) of the Issuer;     (B) any such transfer is effected pursuant to the Shelf Registration Statementin accordance with the 2017 B Registration Rights Agreement;     (C) any such transfer is effected by an Exchanging Dealer pursuant to theExchange Offer Registration Statement in accordance with the 2017 B RegistrationRights Agreement; or     (D) the Registrar receives the following:
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     (1) if the Holder of such Restricted Definitive Notes proposes toexchange such 2017 B Notes for an Unrestricted Definitive Note, acertificate from such Holder substantially in the form of Exhibit Chereto, including the certifications in item (1)(d) thereof; or     (2) if the Holder of such Restricted Definitive Notes proposes totransfer such 2017 B Notes to a Person who shall take delivery thereof inthe form of an Unrestricted Definitive Note, a certificate from such Holdersubstantially in the form of Exhibit B hereto, including thecertifications in item (4) thereof;and, in each such case set forth in this subparagraph (D), if the Registrar sorequests, an Opinion of Counsel in form reasonably acceptable to the Registrar tothe effect that such exchange or transfer is in compliance with the Securities Actand that the restrictions on transfer contained herein and in the Private PlacementLegend are no longer required in order to maintain compliance with the SecuritiesAct.     (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. AHolder of Unrestricted Definitive Notes may transfer such 2017 B Notes to a Person who takesdelivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a requestto register such a transfer, the Registrar shall register the Unrestricted Definitive Notespursuant to the instructions from the Holder thereof.          (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the2017 B Registration Rights Agreement, the Issuer shall issue and, upon receipt of an AuthenticationOrder in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or moreUnrestricted Global Notes in an aggregate principal amount equal to the principal amount of thebeneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certifyin the applicable Letters of Transmittal that (x) they are not Exchanging Dealers, (y) they are notparticipating in a distribution of the 2017 B Exchange Notes and (z) they are not affiliates (asdefined in Rule 144) of the Issuer, and accepted for exchange in the Exchange Offer and (ii)Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of theRestricted Definitive Notes tendered for acceptance by Persons that certify in the applicableLetters of Transmittal that (x) they are not Exchanging Dealers, (y) they are not participating ina distribution of the 2017 B Exchange Notes and (z) they are not affiliates (as defined in Rule144) of the Issuer, and accepted for exchange in the Exchange Offer. Concurrently with the issuanceof such 2017 B Notes, the Trustee shall cause the aggregate principal amount of the applicableRestricted Global Notes to be reduced accordingly, and the Issuer shall execute and the Trusteeshall authenticate and mail to the Persons designated by the Holders of Definitive Notes soaccepted Unrestricted Definitive Notes in the applicable principal amount. Any 2017 B Notes thatremain outstanding after the consummation of the Exchange Offer, and 2017 B Exchange Notes issuedin connection with the Exchange Offer, shall be treated as a single class of securities under thisIndenture.          (g) Legends. The following legends shall appear on the face of all Global Notes andDefinitive Notes issued under this Indenture unless specifically stated otherwise in the applicableprovisions of this Indenture:          (i) Private Placement Legend.
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     (A) Except as permitted by subparagraph (B) below, each Global Note andeach Definitive Note (and all 2017 B Notes issued in exchange therefor orsubstitutionthereof) shall bear the legend in substantially the following form:“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATESSECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OROTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES ISA QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIESACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONALBUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORETRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIESACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDEDBY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL INVESTOR THAT IS ANACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THESECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THESECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THESECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATESOF THE UNITED STATES AND OTHER JURISDICTIONS.”     (B) Notwithstanding the foregoing, any Global Note or Definitive Noteissued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii),(e)(ii), (e)(iii) or(f) of this Section 2.06 (and all 2017 B Notes issued in exchange therefor orsubstitutionthereof) shall not bear the Private Placement Legend.     (ii) Global Note Legend. Each Global Note shall bear a legend in substantiallythe following form:“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNINGTHIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF,AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THETRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h)OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PARTPURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVEREDTO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV)THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTENCONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTESIN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
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BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THEDEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BYTHE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEEOF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY ANAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATERSTREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FORREGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUEDIS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BEREQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADETO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUEOR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTEREDOWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”     (iii) Regulation S Temporary Global Note Legend. The Regulation STemporary Global Note shall bear a legend in substantially the following form:“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THECONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES,ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).”          (h) Cancellation and/or Adjustment of Global Notes. At such time as allbeneficial interests in a particular Global Note have been exchanged for Definitive Notes or aparticular Global Note has been redeemed, repurchased or canceled in whole and not in part, eachsuch Global Note shall be returned to or retained and canceled by the Trustee in accordance withSection 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a GlobalNote is exchanged for or transferred to a Person who shall take delivery thereof in the form of abeneficial interest in another Global Note or for Definitive Notes, the principal amount of 2017 BNotes represented by such Global Note shall be reduced accordingly and an endorsement shall be madeon such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflectsuch reduction; and if the beneficial interest is being exchanged for or transferred to a Personwho shall take delivery thereof in the form of a beneficial interest in another Global Note, suchother Global Note shall be increased accordingly and an endorsement shall be made on such GlobalNote by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.     (i)General Provisions Relating to Transfers and Exchanges.          (i) To permit registrations of transfers and exchanges, the Issuer shall executeand the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of anAuthentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.          (ii) No service charge shall be made to a holder of a beneficial interest in aGlobal Note or to a Holder of a Definitive Note for any registration of transfer orexchange, but the
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Issuer shall require payment of a sum sufficient to cover any transfer tax or similar governmentalcharge payable in connection therewith (other than any such transfer taxes or similar governmentalcharge payable upon exchange or transfer pursuant toSections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and9.05 hereof).     (iii) Neither the Registrar nor the Issuer shall be required to register the transfer ofor exchange any 2017 B Note selected for redemption in whole or in part, except the unredeemedportion of any 2017 B Note being redeemed in part.     (iv) All Global Notes and Definitive Notes issued upon any registration of transfer orexchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer,evidencing the same debt, and entitled to the same benefits under this Indenture, as the GlobalNotes or Definitive Notes surrendered upon such registration of transfer or exchange.     (v) The Issuer shall not be required (A) to issue, to register the transfer of or toexchange any 2017 B Notes during a period beginning at the opening of business 15 days before theday of any selection of 2017 B Notes for redemption under Section 3.02 hereof and ending at theclose of business on the day of selection, (B) to register the transfer of or to exchange any 2017B Note so selected for redemption in whole or in part, except the unredeemed portion of any 2017 BNote being redeemed in part, (C) to register the transfer of or to exchange a 2017 B Note between aRecord Date and the next succeeding Interest Payment Date or (D) to register the transfer of or toexchange any 2017 B Notes selected for redemption or tendered (and not withdrawn) for repurchase inconnection with a Change of Control Offer or an Asset Sale Offer.     (vi) Prior to due presentment for the registration of a transfer of any 2017 B Note, theTrustee, any Agent and the Issuer may deem and treat the Person in whose name any 2017 B Note isregistered as the absolute owner of such 2017 B Note for the purpose of receiving payment ofprincipal of (and premium, if any) and interest (including Special Interest, if any) on such 2017 BNotes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall beaffected by notice to the contrary.     (vii) Upon surrender for registration of transfer of any 2017 B Note at the office oragency of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and theTrustee shall authenticate and mail, in the name of the designated transferee or transferees, oneor more replacement 2017 B Notes of any authorized denomination or denominations of a likeaggregate principal amount.     (viii) At the option of the Holder, subject to Section 2.06(a) hereof, 2017 B Notes maybe exchanged for other 2017 B Notes of any authorized denomination or denominations of a likeaggregate principal amount upon surrender of the 2017 B Notes to be exchanged at such office oragency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuershall execute, and the Trustee shall authenticate and mail, the replacement Global Notes andDefinitive Notes to which the Holder making the exchange is entitled in accordance with theprovisions of Section 2.02 hereof.     (ix) All certifications, certificates and Opinions of Counsel required to be submitted tothe Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange maybe submitted by facsimile.
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Section 2.07 Replacement Notes.          If either (x) any mutilated 2017 B Note is surrendered to the Trustee, the Registrar or theIssuer, or (y) if the Issuer and the Trustee receive evidence to their satisfaction of theownership and destruction, loss or theft of any 2017 B Note, then the Issuer shall issue and theTrustee, upon receipt of an Authentication Order and satisfaction of any other requirements of theTrustee, shall authenticate a replacement 2017 B Note. If required by the Trustee or the Issuer, anindemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee andthe Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any lossthat any of them may suffer if a 2017 B Note is replaced. The Issuer may charge for its expenses inreplacing a 2017 B Note.          Every replacement 2017 B Note is a contractual obligation of the Issuer and shall be entitledto all of the benefits of this Indenture equally and proportionately with all other 2017 B Notesduly issued hereunder.Section 2.08 Outstanding Notes.          The 2017 B Notes outstanding at any time are all the 2017 B Notes authenticated by the Trusteeexcept for those canceled by it, those delivered to it for cancellation, those reductions in theinterest in a Global Note effected by the Trustee in accordance with the provisions hereof, andthose described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09hereof, a 2017 B Note does not cease to be outstanding because the Issuer or an Affiliate of theIssuer holds such 2017 B Note.          If a 2017 B Note is replaced pursuant to Section 2.07 hereof, such 2017 B Note shall cease tobe outstanding unless the Trustee receives proof satisfactory to it that the replaced 2017 B Noteis held by a bona fide purchaser.          If the principal amount of any 2017 B Note is considered paid under Section 4.01 hereof, such2017 B Note shall cease to be outstanding and interest thereon shall cease to accrue.          If the Paying Agent (other than the Issuer, a Subsidiary of the Company or an Affiliate of anythereof) holds, on a redemption date or maturity date, money sufficient to pay any 2017 B Notespayable on such date, then such 2017 B Notes shall be deemed to be no longer outstanding and shallcease to accrue interest on and after such date.Section 2.09 Treasury Notes.          In determining whether the Holders of the required principal amount of 2017 B Notes haveconcurred in any direction, waiver or consent, 2017 B Notes owned by the Issuer or any Affiliate ofthe Issuer, shall be considered as though not outstanding, except that for the purposes ofdetermining whether the Trustee shall be protected in relying on any such direction, waiver orconsent, only 2017 B Notes that a Responsible Officer of the Trustee knows are so owned shall be sodisregarded. 2017 B Notes so owned which have been pledged in good faith shall not be disregardedif the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver anysuch direction, waiver or consent with respect to such pledged 2017 B Notes and that the pledgee isnot the Issuer or any obligor upon the 2017 B Notes or any Affiliate of the Issuer or such otherobligor.
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Section 2.10 Temporary Notes.          Until certificates representing 2017 B Notes are ready for delivery, the Issuer may prepareand the Trustee, upon receipt of an Authentication Order, shall authenticate temporary 2017 BNotes. Temporary 2017 B Notes shall be substantially in the form of certificated 2017 B Notes butmay have variations that the Issuer considers appropriate for temporary 2017 B Notes and as shallbe reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare andthe Trustee shall authenticate definitive 2017 B Notes in exchange for temporary 2017 B Notes.          Holders and beneficial holders, as the case may be, of temporary 2017 B Notes shall beentitled to all of the benefits accorded to Holders or beneficial holders, respectively, of 2017 BNotes under this Indenture.Section 2.11 Cancellation.          The Issuer at any time may deliver 2017 B Notes to the Trustee for cancellation. The Registrarand Paying Agent shall forward to the Trustee any 2017 B Notes surrendered to them for registrationof transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar orthe Paying Agent and no one else shall cancel all 2017 B Notes surrendered for registration oftransfer, exchange, payment, replacement or cancellation and shall dispose of cancelled 2017 BNotes (subject to the record retention requirement of the Exchange Act) in its customary manner.Certification of the disposal of all cancelled 2017 B Notes shall be delivered to the Issuer uponits request therefor. The Issuer may not issue new 2017 B Notes to replace 2017 B Notes that it haspaid or that have been delivered to the Trustee for cancellation.Section 2.12 Defaulted Interest.          If the Issuer defaults in a payment of interest on the 2017 B Notes, it shall pay thedefaulted interest in any lawful manner plus, to the extent lawful, interest payable on thedefaulted interest to the Persons who are Holders on a subsequent special record date, in each caseat the rate provided in the 2017 B Notes and in Section 4.01 hereof. The Issuer shall notify theTrustee in writing of the amount of defaulted interest proposed to be paid on each 2017 B Note andthe date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee anamount of money equal to the aggregate amount proposed to be paid in respect of such defaultedinterest or shall make arrangements satisfactory to the Trustee for such deposit prior to the dateof the proposed payment, such money when deposited to be held in trust for the benefit of thePersons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fixor cause to be fixed each such special record date and payment date; provided that no suchspecial record date shall be less than 10 days prior to the related payment date for such defaultedinterest. The Trustee shall notify the Issuer of such special record date promptly, and in anyevent at least 20 days before such special record date. At least 15 days before the special recorddate, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at theexpense of the Issuer) shall mail or cause to be mailed, first-class postage prepaid, to eachHolder a notice at his or her address as it appears in the Note Register that states the specialrecord date, the related payment date and the amount of such interest to be paid.          Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each 2017B Note delivered under this Indenture upon registration of transfer of, in exchange for or in lieuof any other 2017 B Note shall carry the rights to interest accrued and unpaid, and to accrue,which were carried by such other 2017 B Note.
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Section 2.13 CUSIP Numbers.          The Issuer in issuing the 2017 B Notes may use CUSIP numbers (if then generally in use) and,if so, the Trustee shall use CUSIP numbers in notices of redemption as a convenience to Holders;provided that any such notice may state that no representation is made as to thecorrectness of such numbers either as printed on the 2017 B Notes or as contained in any notice ofredemption and that reliance may be placed only on the other identification numbers printed on the2017 B Notes, and any such redemption shall not be affected by any defect in or omission of suchnumbers. The Issuer shall as promptly as practicable notify the Trustee of any change in the CUSIPnumbers.ARTICLE 3REDEMPTIONSection 3.01 Notices to Trustee.          If the Issuer elects to redeem 2017 B Notes pursuant to Section 3.07 hereof, it shall furnishto the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officer’sCertificate setting forth (i) the paragraph or subparagraph of such 2017 B Notes and/or Section ofthis Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) theprincipal amount of the 2017 B Notes to be redeemed and (iv) the redemption price.Section 3.02 Selection of Notes To Be Redeemed or Purchased.          If less than all of the 2017 B Notes are to be redeemed or purchased in an offer to purchaseat any time, the Registrar shall select the 2017 B Notes to be redeemed or purchased (a) if such2017 B Notes are listed on any national securities exchange, in compliance with the requirements ofthe principal national securities exchange on which such 2017 B Notesare listed or (b) on a prorata basis to the extent practicable or, to the extent thatselection on a prorata basisis not practicable for any reason, by lot or by such other method as the Registrar shall deemappropriate or as required by the rules of the Depositary. In the event of partial redemption orpurchase by lot, the particular 2017 B Notes to be redeemed or purchased shall be selected, unlessotherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date bythe Registrar from the outstanding 2017 B Notes not previously called for redemption or purchase.          The Trustee shall promptly notify the Issuer in writing of the 2017 B Notes selected forredemption or purchase and, in the case of any 2017 B Note selected for partial redemption orpurchase, the principal amount thereof to be redeemed or purchased. 2017 B Notes and portions of2017 B Notes selected shall be in amounts of $2,000 or integral multiples of $1,000; no 2017 BNotes of $2,000 or less can be redeemed in part, except that if all of the 2017 B Notes of a Holderare to be redeemed or purchased, the entire outstanding amount of 2017 B Notes held by such Holder,even if not in a principal amount of at least $2,000 or an integral multiple of $1,000, shall beredeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenturethat apply to 2017 B Notes called for redemption or purchase also apply to portions of 2017 B Notescalled for redemption or purchase.Section 3.03 Notice of Redemption.          Subject to Section 3.09 hereof, the Issuer shall mail or cause to be mailed by first-classmail, postage prepaid, notices of redemption at least 30 days but not more than 60 days before the
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purchase or redemption date to each Holder of 2017 B Notes to be redeemed at such Holder’sregistered address, to the Trustee to forward to each Holder of 2017 B Notes at such Holder’sregistered address, or shall otherwise deliver on such time frame such notice in accordance withthe procedures of DTC, except that redemption notices may be mailed more than 60 days prior to aredemption date if the notice is issued in connection with Article 8 or Article 12 hereof.The notice shall identify the 2017 B Notes to be redeemed and shall state:     (a) the redemption date;     (b) the redemption price;     (c) that if any 2017 B Note is to be redeemed in part only, the portion of theprincipal amount of that 2017 B Note that is to be redeemed and that, after the redemptiondate upon surrender of such 2017 B Note, a new 2017 B Note or 2017 B Notes in principalamount equal to the unredeemed portion of the original 2017 B Note representing the sameindebtedness to the extent not redeemed shall be issued in the name of the Holder of the2017 B Notes upon cancellation of the original 2017 B Note;     (d) the name and address of the Paying Agent;     (e) that 2017 B Notes called for redemption must be surrendered to the Paying Agent tocollect the redemption price;     (f) that, unless the Issuer defaults in making such redemption payment, interest on2017 B Notes called for redemption ceases to accrue on and after the redemption date;     (g) the paragraph or subparagraph of the 2017 B Notes and/or Section of this Indenturepursuant to which the 2017 B Notes called for redemption are being redeemed; and     (h) that no representation is made as to the correctness or accuracy of theCUSIP number, if any, listed in such notice or printed on the 2017 B Notes.          At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s nameand at its expense; provided that the Issuer shall have delivered to the Trustee, at leasttwo Business Days before notice of redemption is required to be mailed or caused to be mailed toHolders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee),an Officer’s Certificate requesting that the Trustee give such notice and setting forth theinformation to be stated in such notice as provided in the preceding paragraph.Section 3.04 Effect of Notice of Redemption.          Once notice of redemption is mailed in accordance with Section 3.03 hereof, 2017 B Notescalled for redemption become irrevocably due and payable on the redemption date at the redemptionprice (except as provided in Section 3.07 hereof and in Section 5 of the 2017 B Notes). The notice,if mailed in a manner herein provided, shall be conclusively presumed to have been given, whetheror not the Holder receives such notice. In any case, failure to give such notice by mail or anydefect in the notice to the Holder of any 2017 B Note designated for redemption in whole or in partshall not affect the validity of the proceedings for the redemption of any other 2017 B Note.Subject to Section
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3.05 hereof, on and after the redemption date, interest shall cease to accrue on 2017 BNotes or portions of 2017 B Notes called for redemption.Section 3.05 Deposit of Redemption or Purchase Price.          On the redemption or purchase date, the Issuer shall deposit with the Trustee or with thePaying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaidinterest (including Special Interest, if any) on all 2017 B Notes to be redeemed or purchased onthat date. The Trustee or the Paying Agent shall promptly return to the Issuer any money depositedwith the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay theredemption price of, and accrued and unpaid interest (including Special Interest, if any) on, all2017 B Notes to be redeemed or purchased.          If the Issuer complies with the provisions of the preceding paragraph, on and after theredemption or purchase date, interest shall cease to accrue on the 2017 B Notes or the portions of2017 B Notes called for redemption or purchase. If a 2017 B Note is redeemed or purchased on orafter a Record Date but on or prior to the related Interest Payment Date, then any accrued andunpaid interest to the redemption or purchase date shall be paid to the Person in whose name such2017 B Note was registered at the close of business on such Record Date. If any 2017 B Note calledfor redemption or purchase shall not be so paid upon surrender for redemption or purchase becauseof the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on theunpaid principal, from the redemption or purchase date until such principal is paid, and to theextent lawful on any interest accrued to the redemption or purchase date not paid on such unpaidprincipal, in each case at the rate provided in the 2017 B Notes and in Section 4.01 hereof.Section 3.06 Notes Redeemed or Purchased in Part.          Upon surrender of a 2017 B Note that is redeemed or purchased in part, the Issuer shall issueand the Trustee shall authenticate for the Holder at the expense of the Issuer a new 2017 B Noteequal in principal amount to the unredeemed or unpurchased portion of the 2017 B Note surrenderedrepresenting the same indebtedness to the extent not redeemed or purchased; provided thateach new 2017 B Note shall be in a principal amount of $2,000 or an integral multiple of $1,000. Itis understood that, notwithstanding anything in this Indenture to the contrary, only anAuthentication Order and not an Opinion of Counsel or Officer’s Certificate is required for theTrustee to authenticate such new 2017 B Note.Section 3.07 Optional Redemption.          (a) Except as set forth below, the Issuer shall not be permitted to redeem the 2017 B Notes.The 2017 B Notes will be payable at par at maturity.          (b) At any time prior to December 15, 2012, the 2017 B Notes may be redeemed or purchased (bythe Issuer or any other Person), in whole or in part, upon notice as provided in Section 3.03hereof at a redemption price equal to 100.0% of the principal amount of such 2017 B Notes redeemedplus the Applicable Premium as of the date of redemption (the “Redemption Date”), and,without duplication, accrued and unpaid interest to the Redemption Date, subject to the rights ofHolders of 2017 B Notes on the relevant Record Date to receive interest due on the relevantInterest Payment Date. The Issuer may provide in such notice that payment of the redemption priceand performance of the Issuer’s obligations with respect to such redemption or purchase may beperformed by another Person.
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          (c) On and after December 15, 2012, the 2017 B Notes may be redeemed or purchased (bythe Issuer or any other Person), at the Issuer’s option, in whole or in part, upon notice asprovided in Section 3.03 hereof, at any time and from time to time at the redemption prices setforth below. The Issuer may provide in such notice that the payment of the redemption price and theperformance of the Issuer’s obligations with respect to such redemption may be performed by anotherPerson. The 2017 B Notes shall be redeemable at the redemption prices (expressed as percentages ofprincipal amount of the 2017 B Notes to be redeemed) set forth below plus accrued and unpaidinterest thereon to the applicable Redemption Date, subject to the right of Holders of record of2017 B Notes on the relevant record date to receive interest due on the relevant interest paymentdate, if redeemed during the 12-month period beginning on December 15 of each of the yearsindicated below:       **2017 B Notes** **Year** **Percentage** 2012  106.93750%2013  104.62500%2014  102.31250%2015 and thereafter  100.00000%          (d) Until December 15, 2012, the Issuer may, at its option, on one or more occasions, uponnotice as provided in Section 3.03 hereof, redeem up to 35.0% of the then outstanding aggregateprincipal amount of 2017 B Notes at a redemption price equal to 109.250% of the aggregate principalamount thereof, plus accrued and unpaid interest thereon to the applicable Redemption Date, subjectto the right of Holders of record on the relevant Record Date to receive interest due on therelevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings to theextent such net cash proceeds are received by or contributed to the Issuer; provided thatat least 65% of the sum of the aggregate principal amount of 2017 B Notes originally issued underthis Indenture and any Additional 2017 B Notes issued under this Indenture after the Issue Dateremains outstanding immediately after the occurrence of each suchredemption; providedfurther, that each such redemption occurs within 180 days of the date of closing of each suchEquity Offering.          (e) The Issuer may provide in such notice that payment of the redemption price and performanceof the Issuer’s obligations with respect thereto may be performed by another Person. Notice of anyredemption upon any Equity Offering may be given prior to the completion of the related EquityOffering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one ormore conditions precedent, including, but not limited to, completion of the related EquityOffering.          (f) The Trustee or the Paying Agent shall select the 2017 B Notes to be purchased in pursuantto Section 3.02 hereof.Section 3.08 Mandatory Redemption.          Notwithstanding anything to the contrary in this Indenture, none of the Company or any of itsSubsidiaries shall make any purchase of, or otherwise effectively cancel or retire, any 2017 BNotes (whether through open market purchases, tender offers, defeasance, offers to purchaserequired by the 2017 B Notes or otherwise) if, after giving effect thereto and, if applicable, anyconcurrent purchase of or other action with respect to any 2017 A Notes, the ratio of (a) theoutstanding aggregate principal amount of the 2017 A Notes to (b) the outstanding aggregateprincipal amount of the 2017 B Notes shall be greater than 0.250; provided,however, that the foregoing restriction shall not be applicable in the case of
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any Change of Control Offer, Asset Sale Offer or offer to purchase the 2017 A Notes requiredto be made under the 2017 A Indenture at the price specified with respect thereto to all holders ofthe 2017 A Notes, where a violation of the foregoing restriction would occur solely as a result ofdifferent offer acceptance rates by the holders of the 2017 B Notes and the 2017 A Notes.References to the 2017 B Notes and the 2017 A Notes in this Section 3.08 do not include anyAdditional 2017 B Notes or any Additional 2017 A Notes, as applicable.Section 3.09 Offers To Repurchase by Application of Excess Proceeds.          (a) The Issuer shall follow the procedures specified in clauses (b) through (f) of thisSection 3.09 for any Asset Sale Offer commenced pursuant to Section 4.10 hereof.          (b) An Asset Sale Offer shall remain open for a period of 20 Business Days following itscommencement and no longer, except to the extent that a longer period is required by applicable law(the “Offer Period”). No later than five Business Days after the termination of the OfferPeriod (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “OfferAmount”) to the purchase of 2017 B Notes and, if required, Pari Passu Indebtedness (on aprorata basis, if applicable), or, if less than the Offer Amount has been tendered, all2017 B Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment forany 2017 B Notes so purchased shall be made in the same manner as interest payments are made.          (c) If the Purchase Date is on or after a Record Date and on or before the related InterestPayment Date, any accrued and unpaid interest and Special Interest, if any, up to but excluding thePurchase Date, shall be paid to the Person in whose name a 2017 B Note is registered at the closeof business on such Record Date, and no additional interest shall be payable to Holders who tender2017 B Notes pursuant to the Asset Sale Offer.          (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail,a notice to each of the Holders, with a copy to the Trustee and the Registrar, or otherwise inaccordance with the procedures of DTC. The notice shall contain all instructions and materialsnecessary to enable such Holders to tender 2017 B Notes pursuant to the Asset Sale Offer. Thenotice, which shall govern the terms of the Asset Sale Offer, shall state:     (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 andSection 4.10 hereof and the length of time the Asset Sale Offer shall remain open;     (ii) the Offer Amount, the purchase price and the Purchase Date;     (iii) that any 2017 B Note not tendered or accepted for payment shall continue toaccrue interest;     (iv) that, unless the Issuer defaults in making such payment, any 2017 B Noteaccepted for payment pursuant to the Asset Sale Offer shall cease to accrue interestafter the Purchase Date;     (v) that Holders electing to have a 2017 B Note purchased pursuant to an AssetSale Offer may elect to have 2017 B Notes purchased in minimum principal amounts of $2,000and integral multiples of $1,000 only;
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     (vi) that Holders electing to have a 2017 B Note purchased pursuant to anyAsset Sale Offer shall be required to surrender the 2017 B Note, with the form entitled“Option of Holder to Elect Purchase” attached to the 2017 B Note completed, or transfer such2017 B Note by book-entry transfer, to the Issuer, the Depositary, if appointed by theIssuer, or a Paying Agent at the address specified in the notice at least three days beforethe Purchase Date;     (vii) that Holders shall be entitled to withdraw their election if the Issuer, theDepositary or the Paying Agent, as the case may be, receives, not later than the expirationof the Offer Period, a telegram, facsimile transmission or letter setting forth the name ofthe Holder, the principal amount of the 2017 B Note the Holder delivered for purchase and astatement that such Holder is withdrawing his election to have such 2017 B Note purchased;     (viii) that, if the aggregate principal amount of 2017 B Notes and Pari PassuIndebtedness surrendered by the holders thereof exceeds the Offer Amount, the Registrarshall select the 2017 B Notes and such Pari Passu Indebtedness to be purchased on aprorate basis based on the accreted value or principal amount of the 2017 BNotes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemedappropriate by the Registrar so that only 2017 B Notes in denominations of $2,000 orintegral multiples of $1,000 shall be purchased); and     (ix) that Holders whose 2017 B Notes were purchased only in part shall beissued new 2017 B Notes equal in principal amount to the unpurchased portion of the2017 B Notes surrendered (or transferred by book-entry transfer) representing the sameindebtedness to the extent not repurchased.          (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept forpayment, on a prorata basis to the extent necessary, the Offer Amount of 2017 BNotes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than theOffer Amount has been tendered, all 2017 B Notes tendered and (2) deliver or cause to be deliveredto the Trustee the 2017 B Notes properly accepted together with an Officer’s Certificate statingthe aggregate principal amount of 2017 B Notes or portions thereof so tendered.          (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail ordeliver to each tendering Holder an amount equal to the purchase price of the 2017 B Notes properlytendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptlyissue a new 2017 B Note, and the Trustee, upon receipt of an Authentication Order, shallauthenticate and mail or deliver (or cause to be transferred by book-entry) such new 2017 B Note tosuch Holder (it being understood that, notwithstanding anything in this Indenture to the contrary,no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mailor deliver such new 2017 B Note) in a principal amount equal to any unpurchased portion of the 2017B Note surrendered representing the same indebtedness to the extent not repurchased;provided that each such new 2017 B Note shall be in a principal amount of $2,000 or anintegral multiple of $1,000. Any 2017 B Note not so accepted for purchase shall be promptly mailedor delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results ofthe Asset Sale Offer on or as soon as practicable after the Purchase Date.          Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, anypurchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions ofSections 3.01 through 3.06 hereof.
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ARTICLE 4COVENANTSSection 4.01 Payment of Notes.          The Issuer shall have caused the Trustee to establish an account (the “TrusteeAccount”) to be maintained by the Trustee for the benefit of the Holders with respect topayments of interest on the 2017 B Notes, over which the Trustee shall have sole control anddominion. Interest on the 2017 B Notes will accrue, and be payable by or on behalf of the Issuer tothe Trustee, daily; provided that the failure by the Issuer to make or have made any suchdaily payment to the Trustee on any day will not constitute a Default so long as (a) (x) no paymentor other transfer by the Company or any of its Restricted Subsidiaries shall have been made on suchday under the Cash Management Arrangements or (y) the amount of funds on deposit in the TrusteeAccount on such day is equal to the amount of interest which has accrued up to and including suchday and (b) on each Interest Payment Date the aggregate amount of funds deposited in the TrusteeAccount is sufficient to pay the aggregate amount of interest on the 2017 B Notes that is payableby the Trustee to Holders of 2017 B Notes on such Interest Payment Date; providedfurther,however, that payments of interest shall only be deemed to be overdue to the extent thatthe aggregate amount of funds deposited in the Trustee Account is not sufficient to pay theaggregate amount of interest on the 2017 B Notes that is payable by the Trustee to Holders on theapplicable Interest Payment Date. The Issuer or any Guarantor will not be the legal owners of thefunds on deposit in the Trustee Account. Such amounts may be in cash in U.S. dollars, in GovernmentSecurities or in a combination thereof. Any interest earned on Government Securities held in theTrustee Account will be applied to pay fees and expenses of the Trustee and, to the extent of anyexcess, returned to the Company. Upon the making by or on behalf of the Issuer of any payment intothe Trustee Account, the Issuer’s obligation to pay accrued interest shall be discharged to theextent of the amount so paid. If the Trustee fails to make an interest payment on the 2017 B Notesbut the Issuer has deposited the funds with the Trustee, it will not be a Default.          Unless otherwise expressly instructed in writing by the Issuer, the amounts in the TrusteeAccount shall be held in cash in U.S. dollars.          The Issuer shall pay all Special Interest, if any, in the same manner on the dates and in theamounts set forth in the 2017 B Registration Rights Agreement.          The Issuer shall pay interest (including post-petition interest in any proceeding under anyBankruptcy Law) on overdue principal at the rate equal to 1.0% per annum in excess of the thenapplicable interest rate on the 2017 B Notes to the extent lawful; it shall pay interest (includingpost-petition interest in any proceeding under any Bankruptcy Law) on overdue installments ofinterest and Special Interest (without regard to any applicable grace period) at the same rate tothe extent lawful.          The Trustee shall pay or cause to be paid the aggregate amount of interest payable on the 2017B Notes on the dates and in the manner provided in the 2017 B Notes. Principal, premium, if any,Special Interest, if any, and interest shall be considered paid on the date due if the Trusteeholds as of noon Eastern Time on the Interest Payment Date money deposited by the Issuer inimmediately available funds and designated for and sufficient to pay all principal, premium, ifany, and interest then due. If an Interest Payment Date is not a Business Day, payment may be madeon the next succeeding day that is a Business Day, and no additional interest or other amountsshall be payable in respect of the interest period for which such payment is made as a result ofsuch extension of time.
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Section 4.02 Maintenance of Office or Agency.          The Issuer shall maintain in the Borough of Manhattan, City of New York, an office or agency(which may be an office of the Trustee or an affiliate of the Trustee, Registrar or Transfer Agent)where 2017 B Notes may be surrendered for registration of transfer or for exchange or presented forpayment and where notices and demands to or upon the Issuer in respect of the 2017 B Notes and thisIndenture may be served. The Issuer shall give prompt written notice to the Trustee of thelocation, and any change in the location, of such office or agency. If at any time the Issuer shallfail to maintain any such required office or agency or shall fail to furnish the Trustee with theaddress thereof, such presentations, surrenders, notices and demands may be made or served at theCorporate Trust Office of the Trustee.          The Issuer may also from time to time designate one or more other offices or agencies wherethe 2017 B Notes may be presented or surrendered for any or all such purposes and may from time totime rescind such designations; provided that no such designation or rescission shall inany manner relieve the Issuer of its obligation to maintain an office or agency in the Borough ofManhattan, City of New York, for such purposes. The Issuer shall give prompt written notice to theTrustee of any such designation or rescission and of any change in the location of any such otheroffice or agency.          The Issuer hereby initially designates the office of the Trustee located at U.S. Bank NationalAssociation, 100 Wall Street, 16th floor, New York, NY 10005, as one such office or agency of theIssuer in accordance with Section 2.03 hereof.Section 4.03 Reports and Other Information.          (a) Notwithstanding that the Company may not be subject to the reportingrequirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual andquarterly basis on forms provided for such annual and quarterly reporting pursuant to rules andregulations promulgated by the SEC, from and after the Issue Date, the Company shall file with theSEC no later than 15 days after the periods set forth below,     (1) within 90 days (or any other time period then in effect under the rules andregulations of the Exchange Act with respect to the filing of a Form 10-K by anon-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, orany successor or comparable form, containing the information required to be containedtherein, or required in such successor or comparable form;     (2) within 45 days (or any other time period then in effect under the rules andregulations of the Exchange Act with respect to the filing of a Form 10-Q by anon-accelerated filer) after the end of each of the first three fiscal quarters of eachfiscal year, reports on Form 10-Q containing all quarterly information that would berequired to be contained in Form 10-Q, or any successor or comparable form;     (3) promptly from time to time after the occurrence of an event required to be thereinreported, such other reports on Form 8-K, or any successor or comparable form; and     (4) any other information, documents and other reports which the Company would berequired to file with the SEC if it were subject to Section 13 or 15(d) of the ExchangeAct;
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in each case, in a manner that complies in all material respects with the requirements specified insuch form; provided that the Company shall not be so obligated to file such reports withthe SEC if the SEC does not permit such filing, in which event the Company shall make availablesuch information to prospective purchasers of 2017 B Notes, in addition to providing suchinformation to the Trustee and the Holders of the 2017 B Notes, in each case within five days afterthe time the Company would have been required to file such information with the SEC as requiredpursuant to this Section 4.03(a). To the extent any such information is not furnished within thetime periods specified above in Section 4.03(a) and such information is subsequently furnished(including upon becoming publicly available, by filing such information with the SEC), the Companyshall be deemed to have satisfied its obligations with respect thereto at such time and any Defaultwith respect thereto shall be deemed to have been cured;provided that such cure shall nototherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 25.0% inprincipal amount of the then total outstanding 2017 B Notes have declared the principal of,premium, if any, interest and any other monetary obligations on all the then outstanding 2017 BNotes to be due and payable immediately and such declaration shall not have been rescinded orcancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, for solong as any 2017 B Notes are outstanding the Company shall furnish to Holders and to securitiesanalysts and prospective investors, upon their request, the information required to be deliveredpursuant to Rule 144A(d)(4) under the Securities Act.          (b) In the event that any direct or indirect parent company of the Company becomes a Guarantorof the 2017 B Notes, the Company may satisfy its obligations in this Section 4.03 with respect tofinancial information relating to the Company by furnishing financial information relating to suchparent; provided that the same is accompanied by consolidating information that explains inreasonable detail the differences between the information relating to such parent, on the one hand,and the information relating to the Company and its Restricted Subsidiaries on a standalone basis,on the other hand.          (c) In connection with the filings with the SEC required pursuant to clauses (1) and (2)above, the Company shall provide notice of, and host, a conference call open to the public todiscuss the results for the applicable period.          (d) Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemedsatisfied prior to the commencement of the exchange offer or the effectiveness of the shelfregistration statement by the filing with the SEC of the exchange offer registration statement orshelf registration statement in accordance with the terms of the 2017 B Registration RightsAgreement, and any amendments thereto, with such financial information that satisfies RegulationS-X of the Securities Act.Section 4.04 Compliance Certificate.          (a) The Issuer and each Guarantor (to the extent that such Guarantor is so requiredunder the Trust Indenture Act) shall deliver to the Trustee, within 120 days after the end of eachfiscal year ending after the Issue Date, a certificate from the principal executive officer,principal financial officer or principal accounting officer stating that a review of the activitiesof the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made underthe supervision of the signing Officer with a view to determining whether the Issuer has kept,observed, performed and fulfilled its obligations under this Indenture, and further stating, as tosuch Officer signing such certificate, that to the best of his or her knowledge the Issuer haskept, observed, performed and fulfilled each and every condition and covenant contained in thisIndenture during such fiscal year and is not in default in the performance or observance of any ofthe terms, provisions, covenants and conditions of this Indenture (or, if a Default
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shall have occurred, describing all such Defaults of which he or she may have knowledge and whataction the Issuer is taking or proposes to take with respect thereto).          (b) When any Default has occurred and is continuing under this Indenture of which theIssuer is aware, or if the Trustee or the holder of any other evidence of Indebtedness of theIssuer or any Subsidiary of the Company gives any notice or takes any other action with respect toa claimed Default of which the Issuer is aware, the Issuer shall promptly (which shall be no morethan five Business Days) deliver to the Trustee by registered or certified mail or by facsimiletransmission an Officer’s Certificate specifying such event and what action the Issuer proposes totake with respect thereto.Section 4.05 Taxes.          The Issuer shall pay or discharge, and shall cause each of its Restricted Subsidiaries to payor discharge, prior to delinquency, all material taxes, lawful assessments, and governmental leviesexcept such as are contested in good faith and by appropriate actions or where the failure toeffect such payment or discharge is not adverse in any material respect to the Holders of the 2017B Notes.Section 4.06Stay, Extension and Usury Laws.          The Issuer and each of the Guarantors covenant (to the extent that they may lawfully do so)that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take thebenefit or advantage of, any stay, extension or usury law wherever enacted, now or at any timehereafter in force, that may affect the covenants or the performance of this Indenture; and theIssuer and each of the Guarantors (to the extent that they may lawfully do so) hereby expresslywaive all benefit or advantage of any such law, and covenant (to the extent that they may lawfullydo so) that they shall not, by resort to any such law, hinder, delay or impede the execution of anypower herein granted to the Trustee, but shall suffer and permit the execution of every such poweras though no such law has been enacted.Section 4.07 Limitation on Restricted Payments.          (a) The Company shall not, and shall not permit any Restricted Subsidiary to,directly or indirectly:          (1) declare or pay any dividend or make any distribution or any payment havingthe effect thereof on account of the Company’s or any Restricted Subsidiary’s EquityInterests (in such Person’s capacity as holder of such Equity Interests), including anydividend or distribution payable in connection with any merger, amalgamation orconsolidation other than:     (a) dividends or distributions payable solely in Equity Interests (other thanDisqualified Stock) of the Company; or     (b) dividends or distributions by a Restricted Subsidiary so long as, in thecase of any dividend or distribution payable on or in respect of any class or seriesof securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiaryof the Company, the Company or a Restricted Subsidiary receives at least its prorata share of such dividend or distribution in accordance with its Equity Interestsin such class or series of securities;
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     (2) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interestsof the Company or any direct or indirect parent of the Company, including in connection withany merger, amalgamation or consolidation;     (3) make any principal payment on, or redeem, repurchase, defease or otherwise acquireor retire for value in each case, prior to any scheduled repayment, sinking fund payment ormaturity, any Subordinated Indebtedness other than:     (a) Indebtedness permitted under clause (8) of Section 4.09(b) hereof; or     (b) the payment of principal on or the purchase, redemption, defeasance,repurchase or other acquisition or retirement of Subordinated Indebtedness of theCompany or any Restricted Subsidiary in anticipation of satisfying a sinking fundobligation, principal installment or final maturity, in each case due within oneyear of the date of such payment of principal or such purchase, redemption,defeasance, repurchase or acquisition; or     (4) make any Restricted Investment(all such payments and other actions set forth in clauses (1) through (4) above being collectivelyreferred to as “Restricted Payments”).          (b) Section 4.07(a) hereof shall not prohibit:     (1) the payment of any dividend within 60 days after the date of declaration thereof,if at the date of declaration such payment would have complied with the provisions of thisIndenture;      (2) (a) the purchase, redemption, defeasance, repurchase, retirement or otheracquisition of any Equity Interests (“Treasury Capital Stock”) of the Company or anyRestricted Subsidiary in exchange for, or out of the proceeds of, the substantiallyconcurrent sale or issuance (other than to the Company or any of its Subsidiaries or to anemployee stock ownership plan, management equity plan, other management or employmentbenefit plan or agreement or any trust established by the Company or any of itsSubsidiaries) of, Equity Interests of the Company, or any direct or indirect parent companyof the Company, to the extent of the cash proceedings actually contributed to the capital ofthe Company or any Restricted Subsidiary (in each case, other than any Disqualified Stock)(“Refunding Capital Stock”),     (b) the declaration and payment of dividends on the Treasury Capital Stock outof the proceeds of the substantially concurrent sale (other than to the Issuer orany of its Subsidiaries or to an employee stock ownership plan, management equityplan, other management or employment benefit plan or agreement or any trustestablished by the Company or any of its Subsidiaries) of the Refunding CapitalStock, and     (c) if immediately prior to the retirement of Treasury Capital Stock, thedeclaration and payment of dividends thereon was permitted under clause (6)(a) or(b) of Section 4.07(b), the declaration and payment of dividends on the RefundingCapital Stock (other than Refunding Capital Stock the proceeds of which were used topurchase, redeem, defease, repurchase, retire or otherwise acquire any EquityInterests of any direct
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or indirect parent company of the Company) in an aggregate amount per year no greaterthan the aggregate amount of dividends per annum that were declarable and payable on suchTreasury Capital Stock immediately prior to such retirement;     (3) the purchase, redemption, defeasance, repurchase or other acquisition or retirement ofSubordinated Indebtedness of the Company or a Restricted Subsidiary made by exchange for, or out ofthe proceeds of the substantially concurrent sale of, new Indebtedness of the Company or aRestricted Subsidiary, as the case may be, which is incurred in compliance with Section 4.09 hereofso long as:     (a) the principal amount (or accreted value, if applicable) of such new Indebtednessdoes not exceed the principal amount of (or accreted value, if applicable), plus any accruedand unpaid interest on, the Subordinated Indebtedness being so purchased, redeemed,defeased, repurchased, exchanged, acquired or retired for value, plus the amount of anypremium required to be paid under the terms of the instrument governing the SubordinatedIndebtedness being so purchased, redeemed, defeased, repurchased, exchanged, acquired orretired and any fees and expenses incurred in connection with such purchase, redemption,defeasance, repurchase, exchange, acquisition or retirement and the issuance of such newIndebtedness;     (b) such new Indebtedness is subordinated to the 2017 B Notes or the applicableGuarantee at least to the same extent as such Subordinated Indebtedness so purchased,redeemed, defeased, repurchased, exchanged, acquired or retired for value;     (c) such new Indebtedness has a final scheduled maturity date equal to or later thanthe final scheduled maturity date of the Subordinated Indebtedness being so purchased,redeemed, defeased, repurchased, exchanged, acquired or retired; and     (d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greaterthan the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness beingso purchased, redeemed, defeased, repurchased, exchanged, acquired or retired;     (4) a Restricted Payment to pay for the repurchase, retirement or other acquisition for valueof Equity Interests (other than Disqualified Stock) of the Company or any of its direct or indirectparent companies held by any future, present or former employee, director, officer or consultant ofthe Company, any of its Subsidiaries or any of its direct or indirect parent companies pursuant toany management equity plan or stock option plan or any other management or employee benefit plan oragreement (including any principal and interest payable on any notes issued by the Company or anydirect or indirect parent company of the Company in connection with any such repurchase, retirementor acquisition), or any stock subscription or shareholder agreement; provided,however, that the aggregate Restricted Payments made under this clause (4) do not exceed inany calendar year $7,500,000 with unused amounts in any calendar year being carried over tosucceeding calendar years subject to a maximum of $15,000,000 in anycalendar year; providedfurther that such amount in any calendar year may be increased by an amount not to exceed:     (a) the cash proceeds from the sale of Equity Interests (other than DisqualifiedStock) of the Company and, to the extent contributed to the capital of the
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Company, Equity Interests of any of the direct or indirect parent companies of theCompany, in each case to employees, directors, officers or consultants of the Company, anyof its Subsidiaries or any of its direct or indirect parent companies, that occurs after theIssue Date; plus     (b) the cash proceeds of key man life insurance policies received by the Company (or byany direct or indirect parent company to the extent actually contributed in cash to theCompany) or any of its Restricted Subsidiaries after the Issue Date; less     (c) the amount of any Restricted Payments previously made with the cash proceedsdescribed in clauses (a) and (b) of this clause (4);and providedfurther that cancellation of Indebtedness owing to the Company or anyRestricted Subsidiary from employees, directors, officers or consultants of the Company, any of itsSubsidiaries or its direct or indirect parent companies in connection with a repurchase of EquityInterests of the Company or any of the Company’s direct or indirect parent companies shall not bedeemed to constitute a Restricted Payment for purposes of this covenant or any other provision ofthis Indenture;     (5) the declaration and payment of dividends to holders of any class or series of DisqualifiedStock of the Company or any of its Restricted Subsidiaries issued in accordance with Section 4.09hereof;     (6) (a) the declaration and payment of dividends to holders of any class or series ofDesignated Preferred Stock (other than Disqualified Stock) issued by the Company or any of itsRestricted Subsidiaries after the Issue Date; provided that the amount of dividends paidpursuant to this clause (a) shall not exceed the aggregate amount of cash actually received by theCompany or a Restricted Subsidiary from the issuance of such Designated Preferred Stock;     (b) a Restricted Payment to a direct or indirect parent company of the Company, theproceeds of which shall be used to fund the payment of dividends to holders of any class orseries of Designated Preferred Stock (other than Disqualified Stock) of such parentcorporation issued after the Issue Date; provided that the amount of RestrictedPayments paid pursuant to this clause (b) shall not exceed the aggregate amount of cashactually contributed to the capital of the Company from the sale of such DesignatedPreferred Stock; or     (c) the declaration and payment of dividends on Refunding Capital Stock that isPreferred Stock in excess of the dividends declarable and payable thereon pursuant to clause(2) of this Section 4.07(b);provided, however, that, in the case of each of (a), (b) and (c) of this clause(6), for the most recently ended four full fiscal quarters for which internal financial statementsare available immediately preceding the date of issuance of such Designated Preferred Stock or thedeclaration of such dividends on Refunding Capital Stock that is Preferred Stock, after givingeffect to such issuance or declaration on a pro forma basis, the Company could incur $1.00of additional Indebtedness pursuant to each of the ratio tests set forth in Section 4.09(a) hereof;
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     (7) repurchases of Equity Interests deemed to occur upon exercise of stock options orwarrants if such Equity Interests represent a portion of the exercise price of such options orwarrants;     (8) [Reserved];     (9) Restricted Payments that are made with Excluded Contributions;     (10) other Restricted Payments in an aggregate amount taken together with all other RestrictedPayments made pursuant to this clause (10) not to exceed $25,000,000;     (11) the declaration and payment of dividends or distributions in an aggregate amount takentogether with all other dividends or distributions made pursuant to this clause (11) not to exceed$500,000,000;     (12) any Restricted Payment used to fund or effect the Transactions and the fees and expensesrelated thereto or owed to Affiliates paid substantially concurrently with the completion of theTransactions, in each case to the extent permitted by Section 4.11 hereof;     (13) the repurchase, redemption or other acquisition or retirement for value of anySubordinated Indebtedness pursuant to the provisions similar to those set forth in Sections 4.10and 4.14 hereof; provided, however, that all 2017 B Notes tendered by Holders inconnection with a Change of Control Offer or Asset Sale Offer, as applicable, have beenrepurchased, redeemed, acquired or retired for value;     (14) (a) the declaration and payment of dividends, distributions or other amounts or themaking of loans or advances by the Company, if applicable, in amounts required for any direct orindirect parent of the Company to pay federal, state, local, or foreign income taxes (as the casemay be) imposed directly on or paid by such parent to the extent such income taxes are paid by suchparent and are attributable to the income of the Company and its Restricted Subsidiaries (includingby virtue of such parent being the common parent of a consolidated, combined, unitary, or similartax group of which the Company or its Restricted Subsidiaries are members) and (b) the declarationand payment of dividends, other distributions or other amounts or the making of loans or advancesby the Company, if applicable, in amounts required for any direct or indirect parent of theCompany, if applicable, to pay fees and expenses (including franchise or similar taxes) required tomaintain its corporate existence, customary salary, bonus and other benefits payable to, andindemnities provided on behalf of, officers and employees of any direct or indirect parent of theCompany, if applicable, and general corporate overhead expenses of any direct or indirect parent ofthe Company, if applicable, in each case to the extent such fees and expenses are attributable tothe ownership or operation of the Company, if applicable, and its Subsidiaries;     (15) the distribution, by dividend or otherwise, of shares of Capital Stock of, orIndebtedness owed to the Company or a Restricted Subsidiary by, Unrestricted Subsidiaries;     (16) payments or distributions to dissenting stockholders pursuant to applicable law, pursuantto or in connection with a consolidation, merger or transfer of all or substantially all of theassets of the Company and its Restricted Subsidiaries, taken as a whole, that complies with Section5.01 hereof; provided, however, that as a result of such consolidation, merger ortransfer
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of assets, the Issuer shall make a Change of Control Offer and that all 2017 B Notestendered by Holders in connection with such Change of Control Offer have been repurchased,redeemed, acquired or retired for value;     (17) (a) any transaction constituting an Investment in connection with the CashManagement Arrangements, in each case, out of cash flow from operations of the Company andits consolidated Subsidiaries, (b) any transaction constituting a Restricted Payment madewith (x) cash flow from operations of the Company and its consolidated Subsidiaries in lieuof any Investment that would have been permitted by clause (17)(a) and (y) amounts repaidunder the CCU Mirror Note, and (c) if the Cash Management Arrangements are no longer ineffect, Restricted Payments made with (x) cash flow from operations of the Company and itsconsolidated Subsidiaries in an amount that could have been used to make Investments andRestricted Payments if such Cash Management Arrangements referred to in clause (17)(a) werein effect as of the date such Restricted Payment is made pursuant to this clause (17)(c) and(y) amounts repaid under the CCU Mirror Note;     (18) after December 15, 2010, the declaration and payment of dividends or distributionsby the Company made with the proceeds of any Indebtedness; provided,however, that after giving proforma effect thereto (a) in the caseof dividends or distributions made with the proceeds of Subordinated Indebtedness, theConsolidated Leverage Ratio would be less than 6.0 to 1.0 and (b) in the case of dividendsor distributions made with the proceeds of any Indebtedness (other than SubordinatedIndebtedness), the Senior Leverage Ratio would be less than 3.0 to 1.0; and     (19) distributions, by dividend or otherwise, of Net Proceeds of any Asset Sale by theCompany or any Restricted Subsidiary that do not, or no longer, constitute Excess Proceedsor the Net Proceeds of any Foreign Disposition applied in accordance with clauses (2) or (3)of the proviso to the first sentence of the third paragraph under Section 5.01 hereof, ineach case, because they were used to make an Asset Sale Offer or offer to purchase the 2017B Notes as contemplated by such clauses (2) and (3); provided, however, thatall 2017 B Notes validly tendered by Holders of 2017 B Notes in the Asset Sale Offer havebeen purchased and all 2017 A Notes validly tendered by Holders of 2017 A Notes in the 2017A Notes Purchase Offer have been purchased and, if after giving proforma effect tosuch distribution (and any other application of Net Proceeds), the Consolidated LeverageRatio would be less than 6.0 to 1.0 and the Senior Leverage Ratio would be less than 3.0 to1.0;provided, however, that at the time of, and after giving effect to, any RestrictedPayment permitted under clauses (10) and (15) of this Section 4.07(b), no Default shall haveoccurred and be continuing or would occur as a consequence thereof.          (c) The Company shall not permit any Unrestricted Subsidiary to become a RestrictedSubsidiary except pursuant to the second to last sentence of the definition of “UnrestrictedSubsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary,all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extentrepaid) in the Subsidiary so designated shall be deemed to be Investments in an amount determinedas set forth in the last sentence of the definition of “Investments.” Such designation shall bepermitted only if a Restricted Payment in such amount would be permitted at such time under thisSection 4.07 or pursuant to the definition of “Permitted Investments,” and if such Subsidiaryotherwise meets the definition of an Unrestricted Subsidiary.
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Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries that arenot Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or becomeeffective any consensual encumbrance or consensual restriction on the ability of any suchRestricted Subsidiary to:     (1) pay (A) dividends or make any other distributions to the Company or any of itsRestricted Subsidiaries on its Capital Stock or with respect to any other interest orparticipation in, or measured by, its profits, or     (B) any Indebtedness owed to the Company or any of itsRestricted Subsidiaries;     (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or     (3) sell, lease or transfer any of its properties or assets to the Company or any ofits Restricted Subsidiaries.          (b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances orrestrictions existing under or by reason of:     (1) contractual encumbrances or restrictions in effect on the Issue Date, includingpursuant to the Existing Senior Notes and the Existing Senior Notes Indentures;     (2) (x) the Senior Credit Facilities and the related documentation and (y) theIndentures, the Notes, the Exchange Notes and the Guarantees and the guarantees of the 2017A Notes;     (3) purchase money obligations for property acquired in the ordinary course ofbusiness and Capital Lease Obligations that impose restrictions of the nature discussedin clause (3) of Section 4.08(a) hereof on the property so acquired;     (4) applicable law or any applicable rule, regulation or order;     (5) any agreement or other instrument of a Person acquired by or merged, consolidatedor amalgamated with or into the Company or any Restricted Subsidiary thereof in existence atthe time of such acquisition, merger, consolidation or amalgamation (but, in any such case,not created in contemplation thereof), which encumbrance or restriction is not applicable toany Person, or the properties or assets of any Person, other than the Person so acquired andits Subsidiaries, or the property or assets of the Person so acquired and its Subsidiariesor the property or assets so assumed;     (6) contracts for the sale of assets, including customary restrictions with respect toa Subsidiary of (i) the Company or (ii) a Restricted Subsidiary, pursuant to an agreementthat has been entered into for the sale or disposition of all or substantially all of theCapital Stock or assets of such Subsidiary that impose restrictions on the assets to besold;
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     (7) Secured Indebtedness otherwise permitted to be incurred pursuant to Sections4.09 and 4.12 hereof that limit the right of the debtor to dispose of the assets securingsuch Indebtedness;     (8) restrictions on cash or other deposits or net worth imposed by customers undercontracts entered into in the ordinary course of business;     (9) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiariesof the Company permitted to be incurred subsequent to the Issue Date pursuant to Section4.09 hereof;     (10) customary provisions in any joint venture agreement or other similar agreementrelating solely to such joint venture;     (11) customary provisions contained in any lease, sublease, license, sublicense orsimilar agreement, including with respect to intellectual property, and other agreements, ineach case, entered into in the ordinary course of business;     (12) customary provisions contained in any Indebtedness incurred pursuant to any CreditFacilities as permitted pursuant to Sections 4.09 and 4.12 hereof and an Officer reasonablyand in good faith determines at the time such Indebtedness is incurred (and at the time ofany modification of the terms of any such encumbrance or restriction) that any suchencumbrance or restriction will not materially adversely affect the Issuer’s or anyGuarantor’s ability to make any payments, when due, with respect to the 2017 B Notes or itsGuarantee thereof and any other Indebtedness that is an obligation of the Issuer or suchGuarantor and such determination is set forth in an Officer’s Certificate delivered to theTrustee; and     (13) any encumbrances or restrictions of the type referred to in clauses (1), (2) and(3) of Section 4.08(a) hereof imposed by any amendments, modifications, restatements,renewals, increases, supplements, refundings, replacements or refinancings of the contracts,instruments or obligations referred to in clauses (1) through (12) of this Section 4.08(b);provided that such amendments, modifications, restatements, renewals, increases,supplements, refundings, replacements or refinancings are, in the good faith judgment of theCompany, no more restrictive with respect to such encumbrance and other restrictions takenas a whole than those prior to such amendment, modification, restatement, renewal, increase,supplement, refunding, replacement or refinancing.Section 4.09 Limitation on Incurrence of Indebtedness andIssuance of Disqualified Stock and Preferred Stock.          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly orindirectly liable, contingently or otherwise (collectively, “incur” and collectively, an“incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and theIssuer and the Guarantors shall not issue any shares of Disqualified Stock and the Company shallnot permit the Issuer to, and shall not permit any Restricted Subsidiary that is not a Guarantor toissue any shares of Disqualified Stock or Preferred Stock; provided, however, that(1) the Issuer and the Guarantors may incur Indebtedness (including Acquired Indebtedness) or issueshares of Disqualified Stock (other than Disqualified Stock of the Issuer or any parent company ofthe Issuer that is also a Restricted Subsidiary), and (2) any Restricted Subsidiary that is
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not a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares ofDisqualified Stock and issue shares of Preferred Stock, if in each case (a) the ConsolidatedLeverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock orPreferred Stock is issued would have been no greater than 6.5 to 1.0 determined on a proforma basis (including a proforma application of the net proceeds therefrom), as ifthe additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock hadbeen issued, as the case may be, and the application of proceeds therefrom had occurred at thebeginning of the most recently ended four fiscal quarters for which internal financial statementsare available and (b) the Senior Leverage Ratio at the time such additional Indebtedness isincurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than3.25 to 1.0 determined on a proforma basis (including a proforma application ofthe net proceeds therefrom), as if the additional Indebtedness had been incurred, or theDisqualified Stock or Preferred Stock had been issued, as the case may be, and the application ofproceeds therefrom had occurred at the beginning of the most recently ended four fiscal quartersfor which internal financial statements are available; providedfurther, however,that Restricted Subsidiaries that are not Guarantors may not incur Indebtedness or issueDisqualified Stock or Preferred Stock if, after giving proforma effect to such incurrenceor issuance (including a proforma application of the net proceeds therefrom), more than anaggregate of $30,000,000 of Indebtedness or Disqualified Stock or Preferred Stock of RestrictedSubsidiaries that are not Guarantors is outstanding pursuant to this paragraph at such time;providedfurther, however, that the Issuer and the Guarantors may incurSubordinated Indebtedness (including Acquired Indebtedness that is Subordinated Indebtedness) if,in each case, the Consolidated Leverage Ratio at the time such additional Subordinated Indebtednessis incurred would have been no greater than 6.5 to 1.0 determined on a proforma basis(including a proforma application of the net proceeds therefrom), as if the additionalSubordinated Indebtedness had been incurred and the application of proceeds therefrom had occurredat the beginning of the most recently ended four fiscal quarters for which internal financialstatements are available.          (b) Section 4.09(a) hereof shall not apply to:     (1) [Reserved];     (2) the incurrence by (a) the Issuer and any Guarantor of Indebtedness represented by(i) the 2017 B Notes (including any Guarantee, but excluding any Additional 2017 B Notes)and (ii) the 2017 A Notes (including any guarantee of the 2017 A Notes, but excluding anyAdditional 2017 A Notes) and (b) CCO of Indebtedness represented by the Proceeds Loans;     (3) the incurrence by the Issuer and any Guarantor of Indebtedness represented by (i)the 2017 B Exchange Notes and related guarantees of the 2017 B Exchange Notes to be issuedin exchange for the 2017 B Notes (excluding any Additional 2017 B Notes) and Guaranteespursuant to the 2017 B Registration Rights Agreement and (ii) the 2017 A Exchange Notes andrelated guarantees of the 2017 A Exchange Notes to be issued in exchange for the 2017 ANotes (excluding any Additional 2017 A Notes) and guarantees of the 2017 A Exchange Notespursuant to the 2017 A Registration Rights Agreement;     (4) Indebtedness of the Company and its Restricted Subsidiaries in existence on theIssue Date, including $150,000,000 under the Senior Credit Facilities (other thanIndebtedness pursuant to clause (2) of this Section 4.09(b)), and Indebtedness incurred bythe Company and its Restricted Subsidiaries pursuant to any revolving or other line ofcredit pursuant to which there is an unfunded commitment in effect as of the Issue Date;
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     (5) Indebtedness (including Capitalized Lease Obligations) incurred or Disqualified Stock andPreferred Stock issued by the Company or any of its Restricted Subsidiaries (other thanDisqualified Stock or Preferred Stock of the Issuer or any parent company of the Issuer that isalso a Restricted Subsidiary), to finance the purchase, lease or improvement of property (real orpersonal) or equipment that is used or useful in a Similar Business, whether through the directpurchase of assets or the Equity Interests of any Person owning such assets in an aggregateprincipal amount, together with any Refinancing Indebtedness in respect thereof and all otherIndebtedness incurred and Disqualified Stock and/or Preferred Stock issued and outstanding underthis clause (5), not to exceed $25,000,000 at any time outstanding; so long as such Indebtednessexists at the date of such purchase, lease or improvement, or is created within 270 daysthereafter;     (6) Indebtedness incurred by the Company or any Restricted Subsidiary constitutingreimbursement obligations with respect to bankers’ acceptances and letters of credit issued in theordinary course of business, including letters of credit in respect of workers’ compensationclaims, or other Indebtedness with respect to reimbursement type obligations regarding workers’compensation claims; provided, however, that upon the drawing of such bankers’acceptances and letters of credit or the incurrence of such Indebtedness, such obligations arereimbursed within 30 days following such drawing or incurrence;     (7) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providingfor indemnification, adjustment of purchase price or similar obligations, in each case, incurred orassumed in connection with the disposition of any business, assets or a Subsidiary, other thanguarantees of Indebtedness incurred by any Person acquiring all or any portion of such business,assets or a Subsidiary for the purpose of financing such acquisition; provided,however, that such Indebtedness is not reflected on the balance sheet (other than byapplication of ASC 460-10 or in respect of acquired contingencies and contingent considerationrecorded under ASC 805-10) of the Company or any Restricted Subsidiary (contingent obligationsreferred to in a footnote to financial statements and not otherwise reflected on the balance sheetshall not be deemed to be reflected on such balance sheet for purposes of this clause (7));     (8) Indebtedness of the Company to a Restricted Subsidiary or a Restricted Subsidiary to theCompany or another Restricted Subsidiary; provided that any such Indebtedness owing by theIssuer or a Guarantor to a Restricted Subsidiary that is not a Guarantor is expressly subordinatedin right of payment to the Notes or the Guarantee of the Notes, as applicable; providedfurther, that any subsequent issuance or transfer of any Capital Stock or any other event whichresults in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequenttransfer of any such Indebtedness (except to the Company, the Issuer or another RestrictedSubsidiary that is a Guarantor or any pledge of such Indebtedness constituting a Permitted Lien)shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by thisclause (8);     (9) shares of Preferred Stock of a Restricted Subsidiary (other than the Issuer or any parentcompany of the Issuer that is also a Restricted Subsidiary) issued to the Company or anotherRestricted Subsidiary; provided that any subsequent issuance or transfer of any CapitalStock or any other event which results in any such Restricted Subsidiary ceasing to be a RestrictedSubsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to theCompany or a Restricted Subsidiary or pursuant to any pledge of such Preferred
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Stock constituting a Permitted Lien) shall be deemed in each case to be an issuance of such sharesof Preferred Stock not permitted by this clause (9);     (10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes)for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to beincurred pursuant to this Section 4.09, exchange rate risk or commodity pricing risk;     (11) obligations in respect of self-insurance, customs, stay, performance, bid, appeal andsurety bonds and completion guarantees and other obligations of a like nature provided by theCompany or any of its Restricted Subsidiaries in the ordinary course of business;     (12) (a) Indebtedness or Disqualified Stock of the Company owed or issued to CCU or any of itsSubsidiaries that is a direct or indirect parent company in connection with the Cash ManagementArrangements and (b) Indebtedness or Disqualified Stock of the Company or a Restricted Guarantor(other than Disqualified Stock of a parent company of the Issuer that is also a RestrictedSubsidiary) and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiarythat is not a Guarantor (in the case of Disqualified Stock or Preferred Stock, other than theIssuer or any parent company of the Issuer that is also a Restricted Subsidiary) in an aggregateprincipal amount or liquidation preference, which when aggregated with the principal amount andliquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock thenoutstanding and incurred pursuant to this clause (12)(b), does not at any one time outstandingexceed $65,000,000 (it being understood that any Indebtedness incurred or Disqualified Stock orPreferred Stock issued pursuant to this clause (12)(b) shall cease to be deemed incurred oroutstanding for purposes of this clause (12)(b) but shall be deemed incurred for the purposes ofthe first paragraph of this covenant from and after the first date on which the Company or suchRestricted Subsidiary could have incurred such Indebtedness or issued such Disqualified Stock orPreferred Stock under the first paragraph of this covenant without reliance on this clause (12)(b),with such automatic reclassification subject to the $30,000,000 limitation in the first paragraphof this covenant that Restricted Subsidiaries that are not Guarantors may not incur Indebtedness orissue Disqualified Stock or Preferred Stock if, after giving proforma effect to suchincurrence or issuance (including a proforma application of the net proceeds therefrom),the availability as of such date of determination under the $30,000,000 sublimit would beexceeded);     (13) the incurrence by (1) the Issuer and the Guarantors of Indebtedness or the issuance ofshares of Disqualified Stock by the Guarantors (other than Disqualified Stock of any parent companyof the Issuer that is also a Restricted Subsidiary), and (2) any Restricted Subsidiary that is nota Guarantor of Indebtedness or the issuance of shares of Disqualified Stock or shares of PreferredStock, in each case, that serves to extend, replace, refund, refinance, renew or defease:     (a) any Indebtedness incurred or Disqualified Stock or Preferred Stock issued aspermitted under Section 4.09(a), clauses (2), (3), (4), (5), (12)(a) and (14) of thisSection 4.09(b) (including with respect to (x) Section 4.09(a), any unfunded commitment forwhich an Officer’s Certificate has been delivered to the Trustee as provided in thedefinition of Consolidated Leverage Ratio or Senior Leverage Ratio, and (y) clause (4)above, any revolving or other line of credit pursuant to which there is an unfundedcommitment in effect as of the Issue Date), or
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     (b) any Indebtedness incurred or Disqualified Stock or Preferred Stock issued toso extend, replace, refund, refinance, renew or defease the Indebtedness, Disqualified Stockor Preferred Stock set forth in clause (a) above (including unfunded commitments that serveto extend, replace, refund, refinance, renew or defease any unfunded commitments underIndebtedness set forth in such clause (a)); provided, however, that in thecase of clauses (a) and (b), any unfunded commitment shall continue to be treated asoutstanding for purposes of the definition of Consolidated Leverage Ratio and SeniorLeverage Ratio, as applicable, to the extent such unfunded commitment was outstanding forpurposes thereof prior to such extension, replacement, refunding, refinancing, renewal ordefeasance under this clause (13),including, in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred topay premiums (including tender premiums), defeasance costs and fees and expenses in connectiontherewith or incurred as a result of original issue discount, accreted value in excess of theproceeds thereof or the stated principal amount thereof being in excess of the fair value thereofat issuance, in each case, as determined in good faith by the Company (collectively, the“Refinancing Indebtedness”) prior to its respective maturity; provided,however, that such Refinancing Indebtedness:     (A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtednessis incurred which is not less than the remaining Weighted Average Life to Maturity of theIndebtedness, Disqualified Stock or Preferred Stock being extended, replaced, refunded,refinanced, renewed or defeased (except by virtue of prepayment of such Indebtedness),     (B) to the extent such Refinancing Indebtedness extends, replaces, refunds, refinances,renews or defeases (i) Indebtedness subordinated in right of payment or paripassuto the 2017 B Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinatedin right of payment or paripassu to the 2017 B Notes or the Guarantee atleast to the same extent as the Indebtedness being extended, replaced, refunded, refinanced,renewed or defeased or (ii) Disqualified Stock or Preferred Stock, such RefinancingIndebtedness must be Disqualified Stock or Preferred Stock, respectively,     (C) in the case of any Refinancing Indebtedness incurred to refinance Indebtedness,Disqualified Stock or Preferred Stock outstanding under clause (5) above, such RefinancingIndebtedness shall be deemed to have been incurred and to be outstanding under such clause(5), and not this clause (13) for purposes of determining amounts outstanding under suchclauses; and     (D) shall not include:     (i) Indebtedness, Disqualified Stock or Preferred Stock of aRestricted Subsidiary that is not a Guarantor that refinances Indebtedness,Disqualified Stock or Preferred Stock of the Issuer or a Guarantor; or     (ii) Indebtedness, Disqualified Stock or Preferred Stock of the Issueror a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock orPreferred Stock of an Unrestricted Subsidiary;
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andprovidedfurther, however that subclauses (A) and (B) of this clause (13)shall not apply to any extension, replacement, refunding, refinancing, renewal or defeasance ofany Indebtedness under any Credit Facilities;     (14) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Company or a RestrictedSubsidiary (in the case of Disqualified Stock or Preferred Stock, other than the Issuer or anyparent company of the Issuer that is also a Restricted Subsidiary) incurred or issued to finance anacquisition or (y) Persons that are acquired by the Company or any Restricted Subsidiary or mergedinto the Company or a Restricted Subsidiary in accordance with the terms of this Indenture;provided, however, that after giving effect to such acquisition or merger, either:     (i) (A) with respect to Subordinated Indebtedness incurred or Disqualified Stock orPreferred Stock issued pursuant to this clause (14), the Company would be permitted to incurat least $1.00 of additional Subordinated Indebtedness pursuant to the Consolidated LeverageRatio test set forth in Section 4.09(a) hereof, and (B) with respect to any otherIndebtedness, the Company would be permitted to incur at least $1.00 of additionalIndebtedness pursuant to each of the ratio tests set forth in Section 4.09(a) hereof, or     (ii) (A) the Consolidated Leverage Ratio is less than the Consolidated Leverage Ratioimmediately prior to such acquisition or merger, and (B) other than with respect to theincurrence of Subordinated Indebtedness pursuant to this clause (14), the Senior LeverageRatio is less than the Senior Leverage Ratio immediately prior to such acquisition ormerger;     provided,however, that in each case, such determination is made on aproforma basis taking into account such acquisition or merger;     (15) Indebtedness arising from the honoring by a bank or other financial institution of acheck, draft or similar instrument drawn against insufficient funds in the ordinary course ofbusiness; provided that such Indebtedness is extinguished within five Business Days of itsincurrence;     (16) [Reserved]     (17) (a) any guarantee by the Company or a Restricted Subsidiary of Indebtedness or otherobligations of any Guarantor so long as the incurrence of such Indebtedness incurred by suchGuarantor is permitted under the terms of this Indenture;     (b) any guarantee by a Restricted Subsidiary of Indebtedness of the Company; or     (c) any guarantee by a Restricted Subsidiary (other than the Issuer or aRestricted Guarantor), the Company or CCO of obligations of any other RestrictedSubsidiary (other than the Issuer or a Guarantor);     provided that, in each case, such Restricted Subsidiary shall comply with Section 4.15hereof;
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     (18) Indebtedness of Foreign Subsidiaries of the Company in an amount not to exceed at anyone time outstanding and together with any other Indebtedness incurred under this clause (18)$30,000,000 (it being understood that any Indebtedness incurred pursuant to this clause (18) shallcease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemedincurred under Section 4.09(a) hereof from and after the first date on which such ForeignSubsidiary could have incurred such Indebtedness under Section 4.09(a) hereof without reliance onthis clause (18), with such automatic reclassification subject to the $30,000,000 limitation in thefirst paragraph of this covenant that Restricted Subsidiaries that are not Guarantors may not incurIndebtedness or issue Disqualified Stock or Preferred Stock if, after giving proforma effect to such incurrence or issuance (including a pro forma application ofthe net proceeds therefrom), the availability as of such date of determination under the$30,000,000 sublimit would be exceeded;     (19) Indebtedness consisting of Indebtedness issued by the Company or any of its RestrictedSubsidiaries to future, current or former officers, directors, employees and consultants thereof orany direct or indirect parent thereof, their respective estates, heirs, family members, spouses orformer spouses, in each case to finance the purchase or redemption of Equity Interests of theCompany, a Restricted Subsidiary or any of their respective direct or indirect parent companies tothe extent described in clause (4) of Section 4.07(b) hereof;     (20) cash management obligations and Indebtedness in respect of netting services, employeecredit card programs and similar arrangements in connection with cash management and depositaccounts; and     (21) customer deposits and advance payments received in the ordinary course of businessfrom customers for goods purchased in the ordinary course of business.     (c) For purposes of determining compliance with this Section 4.09:     (1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or anyportion thereof) meets the criteria of more than one of the categories of permitted Indebtedness,Disqualified Stock or Preferred Stock described in clauses (1) through (21) of Section 4.09(b)hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company, in its solediscretion, may classify or reclassify such item of Indebtedness, Disqualified Stock or PreferredStock (or any portion thereof) and shall only be required to include the amount and type of suchIndebtedness, Disqualified Stock or Preferred Stock in one of the above clauses of Section 4.09(b)hereof or under Section 4.09(a) hereof; provided that (x) all Indebtedness outstandingunder the Credit Facilities on the Issue Date shall be treated as incurred on the Issue Date underclause (4) of Section 4.09(b) hereof, (y) any Secured Indebtedness being reclassified shall only bereclassified to the extent that the Lien is also permitted with respect to such SecuredIndebtedness as so reclassified and (z) Indebtedness incurred or Disqualified Stock or PreferredStock issued by Restricted Subsidiaries that are not Guarantors may be reclassified only to theextent that, after giving effect to such reclassification (including a pro forma application of thenet proceeds therefrom), such Restricted Subsidiary that is not a Guarantor would be permitted toincur the Indebtedness or issue the Disqualified Stock or Preferred Stock as so reclassified on thedate; and     (2) at the time of incurrence or any reclassification thereafter, the Company shall beentitled to divide and classify an item of Indebtedness, Disqualified Stock or Preferred Stock in
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more than one of the types of Indebtedness, Disqualified Stock or Preferred Stock describedin Sections 4.09(a) and 4.09(b) hereof; provided, however, that (x) withrespect to Secured Indebtedness, such Secured Indebtedness may only be classified orreclassified as a type of Indebtedness to the extent such Indebtedness may also be securedby a Lien under this Indenture and (y) with respect to such Indebtedness, Disqualified Stockand Preferred Stock of Restricted Subsidiaries that are not Guarantors, such Indebtedness,Disqualified Stock and Preferred Stock may only be classified or reclassified as a type ofIndebtedness, Disqualified Stock or Preferred Stock to the extent such Restricted Subsidiarythat is not a Guarantor may so incur such Indebtedness, Disqualified Stock or PreferredStock under this Indenture on the date of classification or reclassification.          (d) Accrual of interest or dividends, the accretion of accreted value, the accretion oramortization of original issue discount and the payment of interest or dividends in the form ofadditional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, shall not be deemedto be an incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock forpurposes of this Section 4.09.          (e) For purposes of determining compliance with any U.S. dollar-denominated restriction on theincurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominatedin a foreign currency shall be calculated based on the relevant currency exchange rate in effect onthe date such Indebtedness was incurred, in the case of term debt, or first committed, in the caseof revolving credit debt; provided that if such Indebtedness is incurred to refinance otherIndebtedness denominated in a foreign currency, and such refinancing would cause the applicableU.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchangerate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall bedeemed not to have been exceeded so long as the principal amount of such refinancing Indebtednessdoes not (i) exceed the principal amount of such Indebtedness being refinanced plus (ii) theaggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred inconnection with such refinancing.          (f) The principal amount of any Indebtedness incurred to refinance other Indebtedness, ifincurred in a different currency from the Indebtedness being refinanced, shall be calculated basedon the currency exchange rate applicable to the currencies in which such respective Indebtedness isdenominated that is in effect on the date of such refinancing. The principal amount of anynon-interest bearing Indebtedness or other discount security constituting Indebtedness at any dateshall be the principal amount thereof that would be shown on a balance sheet of the Company datedsuch date prepared in accordance with GAAP.          (g) The Company shall not, and shall not permit the Issuer or any Guarantor to, directly orindirectly, incur any Indebtedness (including Acquired Indebtedness) that is contractuallysubordinated or junior in right of payment to any Indebtedness of the Issuer or such Guarantor, asthe case may be, unless such Indebtedness is expressly subordinated in right of payment to the 2017B Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness issubordinated in right of payment to other Indebtedness of the Issuer or such Guarantor, as the casemay be. Subordination shall refer to contractual payment subordination and not to structuralsubordination. This Indenture shall not treat (1) unsecured Indebtedness as subordinated or juniorto Secured Indebtedness merely because it is unsecured, (2) unsubordinated Indebtedness assubordinated or junior to any other unsubordinated Indebtedness merely because it has a juniorpriority with respect to the same collateral or (3) Indebtedness
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as subordinated or junior Indebtedness merely because it is structurallysubordinated to other Indebtedness.Section 4.10 Asset Sales.          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,consummate an Asset Sale, unless:     (1) the Company or such Restricted Subsidiary, as the case may be, receivesconsideration at the time of such Asset Sale at least equal to the fair market value (asdetermined in good faith by the Company) of the assets sold or otherwise disposed of; and     (2) except in the case of a Permitted Asset Swap, at least 75% of the considerationtherefor received by the Company or such Restricted Subsidiary, as the case may be, is inthe form of cash or Cash Equivalents; provided that the amount of:     (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’smost recent balance sheet or in the footnotes thereto) of the Company or suchRestricted Subsidiary, other than liabilities that are by their terms subordinatedto the Notes (or Guarantees) or that are owed to the Company or a RestrictedSubsidiary, that are assumed by the transferee of any such assets and for which theCompany and all of its Restricted Subsidiaries have been validly released by allcreditors in writing,     (b) any securities, notes or other obligations or assets received by theCompany or such Restricted Subsidiary from such transferee that are converted by theCompany or such Restricted Subsidiary into cash (to the extent of the cash received)within 180 days following the closing of such Asset Sale, and     (c) any Designated Non-cash Consideration received by the Company or suchRestricted Subsidiary in such Asset Sale having an aggregate fair market value,taken together with all other Designated Non-cash Consideration received pursuant tothis clause (c) that is at that time outstanding, not to exceed $75,000,000 at thetime of the receipt of such Designated Non-cash Consideration, with the fair marketvalue of each item of Designated Non-cash Consideration being measured at the timereceived and without giving effect to subsequent changes in valueshall be deemed to be cash for purposes of this provision and for no other purpose.     (b) Within 18 months after the receipt of any Net Proceeds of any Asset Sale:     (1) by the Company or any Restricted Subsidiary, then the Company or such RestrictedSubsidiary, at its option, may apply the Net Proceeds from such Asset Sale to permanentlyreduce Obligations under Pari Passu Indebtedness of the Issuer or the Guarantors (other thanany Indebtedness under the Senior Credit Facilities) that is secured by a Lien, which Lienis permitted by this Indenture, and to correspondingly reduce commitments with respectthereto;     (2) by the Company or any Restricted Subsidiary, then the Company or suchRestricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Saleto
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permanently reduce Obligations under (i) the 2017 B Notes (to the extent suchpurchases are at or above 100.0% of the principal amount thereof) or (ii) any other PariPassu Indebtedness of the Issuer or a Guarantor (and to correspondingly reduce commitmentswith respect thereto); provided, however, that the Issuer shall equally andratably reduce (or offer to reduce) Obligations under the 2017 B Notes as provided inSection 5 of each of the Notes and Sections 3.02 and 3.07 hereof, through open-marketpurchases (to the extent such purchases are at or above 100% of the principal amountthereof) or by making an offer (in accordance with the procedures set forth in Section 3.09and Section 4.10(c) hereof) to all Holders of 2017 B Notes to purchase a pro rata amount of2017 B Notes at 100.0% of the principal amount thereof, plus accrued but unpaid interest;     (3) [Reserved];     (4) [Reserved];     (5) by any Restricted Subsidiary that is not the Issuer or a Guarantor, then suchRestricted Subsidiary that is not the Issuer or a Guarantor, at its option, may apply theNet Proceeds of such Asset Sale to permanently reduce Obligations under Indebtedness ofRestricted Subsidiaries that are not the Issuer or not Guarantors, and to correspondinglyreduce commitments with respect thereto; or     (6) by the Company or any Restricted Subsidiary, then the Company or such RestrictedSubsidiary, at its option, may apply the Net Proceeds from such Asset Sale to (a) make anInvestment in any one or more businesses; provided, however, that suchInvestment in any business is in the form of the acquisition of Capital Stock and results inthe Issuer or Restricted Subsidiary, as the case may be, owning an amount of the CapitalStock of such business such that it constitutes a Restricted Subsidiary, (b) acquireproperties, (c) make capital expenditures or(d) acquire other assets that, in the case of each of clauses (a), (b), (c) and (d) either(x) are used or useful in a Similar Business or (y) replace the businesses, properties orassets that are the subject of such Asset Sale;provided, however, that, in the case of clause (6) above, a binding commitmentshall be treated as a permitted application of the Net Proceeds from the date of such commitment solong as the Issuer or such other Restricted Subsidiary enters into such commitment with the goodfaith expectation that such Net Proceeds shall be applied to satisfy such commitment within thelater of 18 months after receipt of such Net Proceeds and 180 days following such commitment;providedfurther, however, that if such commitment is cancelled or terminated after thelater of such 18 month or 180 day period for any reason before such Net Proceeds are applied, thensuch Net Proceeds shall constitute Excess Proceeds.          (c) Any Net Proceeds from any Asset Sale pursuant to Section 4.10(b) that are notinvested or applied as provided and within the time period set forth in Section 4.10(b) hereofshall be deemed to constitute “Excess Proceeds”, except the amount of Excess Proceeds shall bereduced by the sum of the amount of the 2017 B Notes offered to be purchased in an offer pursuantto clause (2) above and the amount of 2017 A Notes offered to be purchased in a 2017 A NotesPurchase Offer by reason of clause (2) above. When the aggregate amount of Excess Proceeds withrespect to the 2017 B Notes exceeds $50,000,000, the Issuer shall make an offer to all Holders ofthe 2017 B Notes and, if required by the terms of any Pari Passu Indebtedness, to the holders ofsuch Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregateprincipal amount of such 2017 B Notes and the maximum aggregate principal amount (or accretedvalue, if less) of such Pari Passu Indebtedness that is a minimum
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of $2,000 or an integral multiple of $1,000 thereof (in aggregate principal amount) that may bepurchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of theprincipal amount thereof plus accrued and unpaid interest to the date fixed for the closing of suchoffer, in accordance with the procedures set forth in this Indenture. The Issuer shall commence anAsset Sale Offer with respect to Excess Proceeds within ten Business Days after the date thatExcess Proceeds exceed $50,000,000 by mailing the notice required pursuant to the terms of thisIndenture, with a copy to the Trustee or otherwise in accordance with the procedures of DTC. TheIssuer, in its sole discretion, may satisfy the foregoing obligations with respect to any NetProceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds priorto the expiration of the relevant 18 month period (or such longer period provided above) or withrespect to Excess Proceeds of $50,000,000 or less.          To the extent that the aggregate principal amount of 2017 B Notes and the aggregate principalamount (or accreted value, if applicable) of such Pari Passu Indebtedness tendered pursuant to anAsset Sale Offer is less than the Excess Proceeds with respect to the 2017 B Notes, the Issuer mayuse any remaining Excess Proceeds for general corporate purposes, including to make RestrictedPayments, subject to the other covenants contained in this Indenture. If the aggregate principalamount of 2017 B Notes and the aggregate principal amount (or accreted value, if applicable) of thePari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceedswith respect to the 2017 B Notes, the Trustee or the Paying Agent shall select the 2017 B Notes andthe Issuer or the agent for such Pari Passu Indebtedness shall select such other Pari PassuIndebtedness to be purchased on a pro rata basis based on the principal amount of the 2017 B Notesand the aggregate principal amount (or accreted value, if applicable) of such Pari PassuIndebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceedsshall be reset at zero.          (d) Pending the final application of any Net Proceeds pursuant to this Section 4.10, theholder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtednessoutstanding under a revolving credit facility, including under any Credit Facilities, or otherwiseinvest or apply such Net Proceeds in any manner not prohibited by this Indenture.          (e) The Issuer shall comply with the requirements of Rule 14e-l under the Exchange Act and anyother securities laws and regulations thereunder to the extent such laws or regulations areapplicable in connection with the repurchase of the 2017 B Notes pursuant to an Asset Sale Offer.To the extent that the provisions of any securities laws or regulations conflict with theprovisions of this Indenture, the Issuer shall comply with the applicable securities laws andregulations and shall not be deemed to have breached its obligations described in this Indenture byvirtue thereof.Section 4.11 Transactions with Affiliates.          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,make any payment to, or sell, lease, transfer or otherwise dispose of any of their properties orassets to, or purchase any property or assets from, or enter into or make or amend any transaction,contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, anyAffiliate of the Company (each of the foregoing, an“Affiliate Transaction”) involving aggregatepayments or consideration in excess of $10,000,000, unless:     (1) such Affiliate Transaction is on terms that are not materially lessfavorable to the Company or the relevant Restricted Subsidiary than those that would havebeen obtained in a comparable transaction by the Company or such Restricted Subsidiary withan unrelated Person on an arm’s-length basis; and
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     (2) the Company delivers to the Trustee with respect to any Affiliate Transaction orseries of related Affiliate Transactions involving aggregate payments or consideration in excess of$20,000,000, a resolution adopted by the majority of the Board of Directors approving suchAffiliate Transaction and set forth in an Officer’s Certificate certifying that such AffiliateTransaction complies with clause (1) of this Section 4.1 l(a).     (b) Section 4.11(a) hereof shall not apply to the following:     (1) transactions between or among the Company or any of its Restricted Subsidiaries;     (2) Restricted Payments permitted by Section 4.07 hereof and Investmentsconstituting Permitted Investments;     (3) for so long as the Company is a member of a group filing a consolidated, combined,unitary, or similar group tax return with any direct or indirect parent company of the Company(regardless of whether the Company is a Wholly-Owned Subsidiary of such parent company), paymentsin respect of the hypothetical consolidated, combined, unitary, or similar group tax liabilities ofthe Company and its Subsidiaries, determined as if the Company were the common parent of a group ofa separate affiliated group of corporations filing a consolidated federal income tax return (or thecommon parent of the applicable comparable group filing a consolidated, combined, unitary, orsimilar group tax return under state, local, or foreign law);     (4) the payment of reasonable and customary fees and compensation consistent with pastpractice or industry practices paid to, and indemnities provided on behalf of, employees, officers,directors or consultants of the Company, any of its direct or indirect parent companies or any ofits Restricted Subsidiaries;     (5) transactions in which the Company or any of its Restricted Subsidiaries, as the case maybe, delivers to the Trustee a letter from an Independent Financial Advisor stating that suchtransaction is fair to the Company or such Restricted Subsidiary from a financial point of view orstating that the terms are not materially less favorable to the Company or the relevant RestrictedSubsidiary than those that would have been obtained in a comparable transaction by the Company orsuch Restricted Subsidiary with an unrelated Person on an arm’s-length basis;     (6) any agreement and the transactions contemplated thereby with an affiliate as in effect asof the Issue Date, including the CCU Mirror Note and the CCOH Mirror Note, and any extension,amendment, restatement, modification or other supplement to, or replacement of, any of theforegoing otherwise permitted by this Indenture and so long as any such extension, amendment,restatement, modification or other supplement is not materially adverse in the good faith judgmentof the Board of Directors to the Holders when taken as a whole as compared to the applicableagreement as in effect on the Issue Date;     (7) the existence of, or the performance by the Company or any of its Restricted Subsidiariesof its obligations under the terms of, any stockholders agreement, principal investors agreement(including any registration rights agreement or purchase agreement related thereto) to which it isa party as of the Issue Date and any similar agreements which it may enter into thereafter;provided, however, that the existence of, or the performance by the Company or anyof its Restricted Subsidiaries of obligations under any future amendment to any such existing
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agreement or under any similar agreement entered into after the Issue Date shall only bepermitted by this clause (7) to the extent that the terms of any such amendment or newagreement are not otherwise materially adverse in the good faith judgment of the Board ofDirectors to the Holders when taken as a whole;     (8) the Transactions and the payment of all fees and expenses related to theTransactions, including Transaction Expenses;     (9) transactions with customers, clients, suppliers, contractors, joint venturepartners or purchasers or sellers of goods or services, in each case in the ordinary courseof business and otherwise in compliance with the terms of this Indenture which are fair tothe Company and its Restricted Subsidiaries, in the reasonable determination of the Board ofDirectors or the senior management thereof, or are on terms at least as favorable as wouldreasonably have been obtained at such time from an unaffiliated party;     (10) the issuance of Equity Interests (other than Disqualified Stock) by the Company ora Restricted Subsidiary;     (11) [Reserved];     (12) payments by the Company or any of its Restricted Subsidiaries to any of theInvestors made for any financial advisory, financing, underwriting or placement services orin respect of other investment banking activities, including in connection with acquisitionsor divestitures, which payments are approved by a majority of the Board of Directors in goodfaith or as otherwise permitted by this Indenture;     (13) payments or loans (or cancellation of loans) to employees or consultants of theCompany, any of its direct or indirect parent companies or any of its RestrictedSubsidiaries and employment agreements, severance arrangements, stock option plans and othersimilar arrangements with such employees or consultants which, in each case, are approved bya majority of the Board of Directors in good faith; and     (14) (a) Investments by the Investors in debt securities of the Company or any of itsRestricted Subsidiaries and any payments in respect thereof so long as (i) the investment isbeing offered generally to other investors on the same or more favorable terms and (ii) theinvestment constitutes less than 5.0% of the proposed or outstanding issue amount of suchclass of securities, and (b) payments in respect of any Public Debt or Notes held byAffiliates.          (c) Notwithstanding Sections 4.1 l(a) and 4.1 l(b) hereof, the Company will bepermitted to engage in any Affiliate Transaction (i) constituting set off or other payments underthe CCU Mirror Note and (ii) involving Net Proceeds of Asset Sales (or Excess Proceeds relatedthereto) or Foreign Dispositions applied in a manner that complies with Sections 4.10 or 5.01hereof.Section 4.12 Liens.          (a) The Company shall not, and shall not permit any Restricted Subsidiary to,directly or indirectly, create, incur, assume or suffer to exist any Lien (other than a PermittedLien) on any asset or property of the Company or such Restricted Subsidiary, or any income orprofits therefrom or assign or convey any right to receive income therefrom, unless:
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     (1) in the case of Liens securing Subordinated Indebtedness, the 2017 B Notes andrelated Guarantees are secured by a Lien on such property, assets or proceeds that is seniorin priority to such Liens; or     (2) in all other cases, the 2017 B Notes or the Guarantees are equally and ratablysecured.          (b) Section 4.12(a) hereof shall not apply to Liens securing the 2017 B Notes and the relatedGuarantees thereof or the 2017 B Exchange Notes and the related guarantees thereof.          (c) Any Lien created for the benefit of the Holders of the 2017 B Notes pursuant to thisSection 4.12 shall be deemed automatically and unconditionally released and discharged upon therelease and discharge of the applicable Lien described in clauses (1) and (2) of Section 4.12(a)hereof.Section 4.13 Corporate Existence.          Subject to Article 5 hereof, the Issuer and the Company shall do or cause to be done allthings necessary to preserve and keep in full force and effect its corporate existence, inaccordance with its organizational documents (as the same may be amended from time to time).Section 4.14 Offer to Repurchase Upon Change of Control.          (a) If a Change of Control occurs, unless the Issuer has previously or concurrentlymailed a redemption notice with respect to all the outstanding 2017 B Notes as set forth in each ofSection 5 of the 2017 B Notes and Sections 3.03 and 3.07 hereof, the Issuer shall make an offer topurchase all of the 2017 B Notes pursuant to the offer described below (the “Change of ControlOffer”) at a price in cash (the “Change of Control Payment”) equal to 101.0% of theaggregate principal amount thereof plus accrued and unpaid interest, if any, to the date ofpurchase, subject to the right of Holders of the 2017 B Notes of record on the relevant Record Dateto receive interest due on the relevant Interest Payment Date. Within 30 days following any Changeof Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, witha copy to the Trustee, to each Holder of 2017 B Notes to the address of such Holder appearing inthe security register with a copy to the Trustee, or otherwise in accordance with the procedures ofDTC, with the following information:     (1) that a Change of Control Offer is being made pursuant to this Section 4.14, andthat all 2017 B Notes properly tendered pursuant to such Change of Control Offer shall beaccepted for payment by the Issuer;     (2) the purchase price and the purchase date, which shall be no earlier than 30 daysnor later than 60 days from the date such notice is mailed (the “Change of ControlPayment Date”);     (3) that any 2017 B Note not properly tendered shall remain outstanding andcontinue to accrue interest;     (4) that unless the Issuer defaults in the payment of the Change of Control Payment,all 2017 B Notes accepted for payment pursuant to the Change of Control Offer shall cease toaccrue interest on the Change of Control Payment Date;
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     (5) that Holders electing to have any 2017 B Notes purchased pursuant to a Change ofControl Offer shall be required to surrender such 2017 B Notes, with the form entitled“Option of Holder to Elect Purchase” on the reverse of such 2017 B Notes completed, to thePaying Agent specified in the notice at the address specified in the notice prior to theclose of business on the third Business Day preceding the Change of Control Payment Date;     (6) that Holders shall be entitled to withdraw their tendered 2017 B Notes and theirelection to require the Issuer to purchase such 2017 B Notes; provided that thePaying Agent receives, not later than the close of business on the fifth Business Daypreceding the Change of Control Payment Date, a telegram, facsimile transmission or lettersetting forth the name of the Holder of the 2017 B Notes, the principal amount of 2017 BNotes tendered for purchase, and a statement that such Holder is withdrawing its tendered2017 B Notes and its election to have such 2017 B Notes purchased;     (7) that the Holders whose 2017 B Notes are being repurchased only in part shall beissued new 2017 B Notes equal in principal amount to the unpurchased portion of the 2017 BNotes surrendered. The unpurchased portion of the 2017 B Notes must be equal to a minimum of$2,000 or an integral multiple of $1,000 in principal amount;     (8) if such notice is mailed prior to the occurrence of a Change of Control, statingthat the Change of Control Offer is conditional on the occurrence of such Change of Control;and     (9) the other instructions, as determined by the Issuer, consistent with this Section4.14, that a Holder must follow.          The notice, if mailed in a manner herein provided, shall be conclusively presumed to have beengiven, whether or not the Holder receives such notice. If (a) the notice is mailed in a mannerherein provided and (b) any Holder fails to receive such notice or a Holder receives such noticebut it is defective, such Holder’s failure to receive such notice or such defect shall not affectthe validity of the proceedings for the purchase of the 2017 B Notes as to all other Holders thatproperly received such notice without defect. The Issuer shall comply with the requirements of Rule14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extentsuch laws or regulations are applicable in connection with the repurchase of 2017 B Notes by theIssuer pursuant to a Change of Control Offer. To the extent that the provisions of any securitieslaws or regulations conflict with the provisions of this Indenture, the Issuer shall comply withthe applicable securities laws and regulations and shall not be deemed to have breached itsobligations under this Indenture by virtue thereof.     (b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted bylaw,     (1) accept for payment all 2017 B Notes issued by it or portions thereof properlytendered pursuant to the Change of Control Offer;     (2) deposit with the Paying Agent an amount equal to the aggregate Change ofControl Payment in respect of all 2017 B Notes or portions thereof so tendered; and     (3) deliver, or cause to be delivered, to the Trustee for cancellation (and delivery tothe Paying Agent) the 2017 B Notes so accepted together with an Officer’s Certificate to the
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Trustee stating that such 2017 B Notes or portions thereof have been tendered to andpurchased by the Issuer.          (c) The Issuer shall not be required to make a Change of Control Offer following a Change ofControl if a third party makes the Change of Control Offer in the manner, at the times andotherwise in compliance with the requirements set forth in this Indenture applicable to a Change ofControl Offer made by the Issuer and purchases all 2017 B Notes validly tendered and not withdrawnunder such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change ofControl Offer may be made in advance of a Change of Control, conditional upon such Change ofControl, if a definitive agreement is in place for the Change of Control at the time of making ofthe Change of Control Offer.          (d) Other than as specifically provided in this Section 4.14, any purchase pursuant to thisSection 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.Section 4.15 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.          The Company shall not permit any Restricted Subsidiary of the Company, other than a Guarantoror an Immaterial Subsidiary, to guarantee the payment of any Indebtedness in excess of $10,000,000of the Issuer or any Guarantor unless:     (1) such Restricted Subsidiary within 30 days executes and delivers a supplementalindenture to this Indenture providing for a Guarantee by such Restricted Subsidiary, exceptthat with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if suchIndebtedness is by its express terms subordinated in right of payment to the 2017 B Notes ora related Guarantee, any such guarantee by such Restricted Subsidiary with respect to suchIndebtedness shall be subordinated in right of payment to such Guarantee substantially tothe same extent as such Indebtedness is subordinated to the 2017 B Notes or such Guarantor’srelated Guarantee; and     (2) such Restricted Subsidiary shall within 30 days deliver to the Trustee an Opinionof Counsel reasonably satisfactory to the Trustee;provided that this covenant shall not be applicable to any guarantee of any RestrictedSubsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurredin connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. TheCompany may elect, in its sole discretion, to cause any Subsidiary that is not otherwise requiredto be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required tocomply with the 30 day periods set forth above.          The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwiserequired to be a Restricted Guarantor to become a Restricted Guarantor, in which case suchSubsidiary shall not be required to comply with the 30 day periods set forth in clauses (1) and (2)of this Section 4.15.Section 4.16 Liquidity Amount.          On the Issue Date, (1) the Issuer and the Guarantors shall have $50,000,000 in any combinationof cash, other liquid assets under their sole dominion and control on an unrestricted basis and notsubject to any Lien (such cash and liquid assets, the “Guarantor Liquidity Assets”) andcash available
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to be borrowed by the Issuer or the Guarantors in U.S. dollars under any Credit Facility to whichthe Company is a party (but to which none of its Affiliates (other than the Issuer and RestrictedGuarantors) is a party) (the “Guarantor Liquidity Facility”) for which all conditions toborrowing have been and remain satisfied (such $50,000,000 amount, the “Guarantor LiquidityAmount”) and the Company shall maintain such Liquidity Amount at all times and (2) theRestricted Subsidiaries that are not Guarantors shall have, and the Company shall cause theRestricted Subsidiaries that are not Guarantors to have, $50,000,000 (or an equivalent amount inother currencies) in any combination of cash, other liquid assets under their sole dominion andcontrol on an unrestricted basis and not subject to any Lien (such cash and liquid assets, the“Non-Guarantor Liquidity Assets”) and cash available to be borrowed by any one or more ofthe Restricted Subsidiaries that are not Guarantors under any Credit Facility to which none of theCompany’s Affiliates (other than the Company and any Restricted Subsidiaries) is a party (the“Non-Guarantor Liquidity Facility” and, together with the Guarantor Liquidity Facility, the“Liquidity Facilities”) for which all conditions to borrowing have been and remain satisfied (such$50,000,000 amount (or an equivalent amount in other currencies), the “Non-Guarantor LiquidityAmount”) and the Company shall cause the Non-Guarantor Liquidity Amount to be maintained at alltimes. The Liquidity Facilities shall only constitute Liquidity Facilities to the extent allconditions to borrowing thereunder are satisfied (other than any notice of borrowing that may berequired) and the amount available under any Liquidity Facility shall be part of the GuarantorLiquidity Amount or the Non-Guarantor Liquidity Amount without duplication. Assets that constituteGuarantor Liquidity Assets shall not also constitute Non-Guarantor Liquidity Assets and vice versa.Notwithstanding the foregoing, the Guarantor Liquidity Assets and the Non-Guarantor LiquidityAssets may be subject to Permitted Liquidity Liens.ARTICLE 5SUCCESSORSSection 5.01 Merger, Consolidation or Sale of All or Substantially All Assets.          (a) Neither the Company nor the Issuer may consolidate or merge with or into or wind upinto (whether or not the Company or the Issuer, as the case may be, is the surviving corporation),nor may the Company or the Issuer sell, assign, transfer, lease, convey or otherwise dispose of allor substantially all of the properties or assets of the Company or the Issuer, as the case may be,and its Subsidiaries which are Restricted Subsidiaries, taken as a whole, in one or more relatedtransactions, to any Person unless:     (1) the Company or the Issuer, as the case may be, is the surviving corporation or thePerson formed by or surviving any such consolidation or merger (if other than the Company orthe Issuer, as the case may be) or the Person to which such sale, assignment, transfer,lease, conveyance or other disposition shall have been made is organized or existing underthe laws of the United States, any state thereof, the District of Columbia, or any territorythereof (the Company, the Issuer or such Person, as the case may be, being herein called the“Successor Company”) : provided that in the case where the Successor Companyis not a corporation, a co- obligor of the 2017 B Notes is a corporation;     (2) the Successor Company, if other than the Company or the Issuer, as the case may be,expressly assumes all the obligations of the Company or the Issuer, as the case may be,under the Company’s Guarantee or the 2017 B Notes, as applicable, pursuant to a supplementalindenture or other documents or instruments in form reasonably satisfactory to the Trustee;
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     (3) immediately after such transaction, no Default exists;     (4) immediately after giving pro forma effect to such transaction and anyrelated financing transactions, as if such transactions had occurred at the beginning of theapplicable four-quarter period,     (A) the Successor Company would be permitted to incur at least $1.00 ofadditional Indebtedness pursuant to each of the ratio tests set forth in Section4.09(a) hereof, or     (B) (x) the Consolidated Leverage Ratio for the Successor Company and itsRestricted Subsidiaries would be equal to or less than such Consolidated LeverageRatio immediately prior to such acquisition or merger and (y) the Senior LeverageRatio for the Successor Company and its Restricted Subsidiaries would be equal to orless than such Senior Leverage Ratio immediately prior to such acquisition ormerger;     (5) each Guarantor, unless it is the other party to the transactions described above,in which case clause (1)(B) of Section 5.01(c) shall apply, shall have by supplementalindenture confirmed that its Guarantee shall apply to such Person’s obligations under thisIndenture and the 2017 B Notes; and     (6) the Company shall have delivered to the Trustee an Officer’s Certificate and anOpinion of Counsel, each stating that such consolidation, merger or transfer and suchsupplemental indentures, if any, comply with this Indenture.          (b) The Successor Company shall succeed to, and be substituted for, the Company or the Issuer,as the case may be, under this Indenture and the 2017 B Notes, as applicable. Notwithstandingclauses (3) and (4) of Section 5.01(a) hereof,     (1) the Company or any Restricted Subsidiary (other than the Issuer) may consolidatewith or merge into or transfer all or part of its properties and assets to the Issuer or aGuarantor; and     (2) the Company or the Issuer may merge with an Affiliate of the Company or the Issuer,as the case may be, solely for the purpose of reorganizing the Company or the Issuer, as thecase may be, in the United States, any state thereof, the District of Columbia or anyterritory thereof so long as the amount of Indebtedness of the Company, the Issuer and itsRestricted Subsidiaries is not increased thereby.Notwithstanding Sections 5.01(a) and 5.01(b), other than Section 5.01(a)(3) which shall beapplicable, any Restricted Subsidiaries of the Issuer that are not Guarantors may consolidate ormerge with or into or wind up into, and the Issuer or any of its Restricted Subsidiaries that arenot Guarantors may sell, assign, transfer, lease, convey or otherwise dispose of all orsubstantially all of the properties or assets of, or Equity Interests in, its RestrictedSubsidiaries that are not Guarantors, taken as a whole, in one or more related transactions to anyPerson (such disposition, a “Foreign Disposition”); provided, however, that(1) such Foreign Disposition is made in compliance with Sections 4.10(a)(l) and 4.10(a)(2), (2) if,on a proforma basis, the Consolidated Leverage Ratio would be less than 6.0 to 1.0 and theSenior Leverage Ratio would be less than 3.0 to 1.0, then the Issuer shall apply the Net Proceedsof such Foreign Disposition in accordance with Section 4.10(b) or to make an Asset Sale Offer orotherwise in accordance
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with the this Indenture,and (3) if, on a pro forma basis, the Consolidated LeverageRatio would be equal to or greater than 6.0 to 1.0 or the Senior Leverage Ratio would be equal toor greater than 3.0 to 1.0, then the Issuer shall make an offer to purchase all the outstanding2017 B Notes at 100% of the principal amount thereof in a manner and time frame as would berequired if such offer were a Change of Control Offer. If a Foreign Disposition does not constitutea disposition of all or substantially all of the properties or assets of the Issuer, this paragraphshall not be applicable.          (c) No Restricted Guarantor shall, and the Company shall not permit any Restricted Guarantorto, consolidate or merge with or into or wind up into (whether or not the Company or suchRestricted Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey orotherwise dispose of all or substantially all of its properties or assets, in one or more relatedtransactions, to any Person unless:     (1) (A) such Guarantor is the surviving Person or the Person formed by orsurviving any such consolidation or merger (if other than such Guarantor) or to which suchsale, assignment, transfer, lease, conveyance or other disposition shall have been made isorganized or existing under the laws of the jurisdiction of organization of such Guarantor,as the case may be, or the laws of the United States, any state thereof, the District ofColumbia, or any territory thereof (such Guarantor or such Person, as the case may be, beingherein called the “Successor Person”):     (B) the Successor Person, if other than such Guarantor, expressly assumes allthe obligations of such Guarantor under this Indenture and such Guarantor’s relatedGuarantee pursuant to supplemental indentures or other documents or instruments inform reasonably satisfactory to the Trustee;     (C) immediately after such transaction, no Default exists; and     (D) the Company shall have delivered to the Trustee an Officer’s Certificateand an Opinion of Counsel, each stating that such consolidation, merger or transferand such supplemental indentures, if any, comply with this Indenture; or          (2) the transaction complies with clauses (1) and (2) of Section 4.10(a) hereof.          (d) In the case of clause (1) of Section 5.01(c) hereof, the Successor Person shall succeedto, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee.Notwithstanding the foregoing, any Guarantor (other than the Company,which is covered by Section 5.01 (a)) may (1) merge or consolidate with or into or wind up into or transfer all or part of itsproperties and assets to another Guarantor or the Issuer, (2) merge with an Affiliate of theCompany solely for the purpose of reincorporating the Guarantor in the United States, any statethereof, the District of Columbia or any territory thereof or (3) convert into (which may beeffected by merger with a Restricted Subsidiary that has substantially no assets and liabilities) acorporation, partnership, limited partnership, limited liability corporation or trust organized orexisting under the laws of the jurisdiction of organization of such Guarantor (which may beeffected by merger so long as the survivor thereof is a Guarantor).Section 5.02 Successor Corporation Substituted.          Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance orother disposition of all or substantially all of the assets of the Issuer in accordance withSection 5.01
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hereof, the successor corporation formed by such consolidation or into or with which theIssuer is merged or to which such sale, assignment, transfer, lease, conveyance or otherdisposition is made shall succeed to, and be substituted for (so that from and after the date ofsuch consolidation, merger, sale, lease, conveyance or other disposition, the provisions of thisIndenture referring to the Issuer shall refer instead to the successor corporation and not to theIssuer), and may exercise every right and power of the Issuer under this Indenture with the sameeffect as if such Successor Person had been named as the Issuer herein; provided that thepredecessor Issuer shall not be relieved from the obligation to pay the principal of and interestand Special Interest, if any, on the 2017 B Notes except in the case of a sale, assignment,transfer, lease, conveyance or other disposition of all of the Issuer’s assets that meets therequirements of Section 5.01 hereof.ARTICLE 6DEFAULTS AND REMEDIESSection 6.01 Events of Default.          (a) An “Event of Default” wherever used herein means any one of the followingevents (whatever the reason for such Event of Default and whether it shall be voluntary orinvoluntary or be effected by operation of law or pursuant to any judgment, decree or order of anycourt or any order, rule or regulation of any administrative or governmental body):     (1) default in payment when due and payable, upon redemption, acceleration orotherwise, of principal of, or premium, if any, on the 2017 B Notes;     (2) default for 30 days or more in the payment when due of interest on or withrespect to the 2017 B Notes;     (3) failure by the Issuer or any Guarantor for 60 days after receipt of written noticegiven by the Trustee or the Holders of not less than 25.0% in principal amount of the thenoutstanding 2017 B Notes (with a copy to the Trustee) to comply with any of its obligations,covenants or agreements (other than a default referred to in clauses (1), (2) and (9) ofthis Section 6.01(a)) contained in this Indenture or the 2017 B Notes;     (4) default under any mortgage, indenture or instrument under which there is issued orby which there is secured or evidenced any Indebtedness for money borrowed by the Company orany of its Restricted Subsidiaries or the payment of which is guaranteed by the Company orany of its Restricted Subsidiaries, other than Indebtedness owed to the Company or aRestricted Subsidiary, whether such Indebtedness or guarantee now exists or is created afterthe issuance of the 2017 B Notes, if both:     (a) such default either results from the failure to pay any principal ofsuch Indebtedness at its stated final maturity (after giving effect to anyapplicable grace periods) or relates to an obligation other than the obligation topay principal of any such Indebtedness at its stated final maturity and results inthe holder or holders of such Indebtedness causing such Indebtedness to become dueprior to its stated final maturity; and
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     (b) the principal amount of such Indebtedness, together with the principalamount of any other such Indebtedness in default for failure to pay principal at statedfinal maturity (after giving effect to any applicable grace periods), or the maturity ofwhich has been so accelerated, aggregate $35,000,000 or more at any one time outstanding, ineach case, other than as a result of an Excluded Event;     (5) failure by the Company, the Issuer, or any other Significant Party to pay finalnon-appealable judgments aggregating in excess of $35,000,000, which final judgments remain unpaid,undischarged and unstayed for a period of more than 90 days after such judgments become final, andin the event such judgment is covered by insurance, an enforcement proceeding has been commenced byany creditor upon such judgment or decree which is not promptly stayed;     (6) the Company, the Issuer or any other Significant Party, pursuant to or within the meaningof any Bankruptcy Law:     (i) commences proceedings to be adjudicated bankrupt or insolvent;     (ii) consents to the institution of bankruptcy or insolvency proceedings againstit, or the filing by it of a petition or answer or consent seeking reorganization or reliefunder applicable Bankruptcy Law;     (iii) consents to the appointment of a receiver, liquidator, assignee, trustee,sequestrator or other similar official of it or for all or substantially all of itsproperty;     (iv) makes a general assignment for the benefit of its creditors; or     (v) generally is not paying its debts as they become due;     (7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:     (i) is for relief against the Issuer or any Significant Party in a proceedingin which the Issuer or any such Significant Party is to be adjudicated bankrupt orinsolvent;     (ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or othersimilar official of the Issuer or any Significant Party, or for all or substantially all ofthe property of the Issuer or any Significant Party; or     (iii)orders the liquidation of the Issuer or any Significant Party; and theorder or decree remains unstayed and in effect for 60 consecutive days;     (8) the Guarantee of any Significant Party shall for any reason cease to be in full force andeffect or be declared null and void or any responsible officer of any Guarantor that is aSignificant Party, as the case may be, denies in writing that it has any further liability underits Guarantee or gives written notice to such effect, other than by reason of the termination ofthis Indenture or the release of any such Guarantee in accordance with this Indenture; and
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     (9) failure to maintain the Guarantor Liquidity Amount or the Non-GuarantorLiquidity Amount which failure continues for more than fifteen (15) consecutive businessdays; provided, however, that upon the event of a CCU Credit Event andduring the continuance thereof, for the period that is the shorter of the continuance of theCCU Credit Event and 60 days after the occurrence of such CCU Credit Event, it shall not bean Event of Default if the Guarantor Liquidity Amount and the Non-Guarantor Liquidity Amountshall each be at least $25,000,000 during such period.          (b) In the event of any Event of Default specified in clause (4) of Section 6.01(a)hereof, such Event of Default and all consequences thereof (excluding any resulting paymentdefault, other than as a result of acceleration of the 2017 B Notes) shall be annulled, waived andrescinded, automatically and without any action by the Trustee or the Holders, if within 20 daysafter such Event of Default arose:     (1) the Indebtedness or guarantee that is the basis for such Event of Default has beendischarged; or     (2) holders thereof have rescinded or waived the acceleration, notice or action (as thecase may be) giving rise to such Event of Default; or     (3) the default that is the basis for such Event of Default has been cured.Section 6.02 Acceleration.          If any Event of Default (other than an Event of Default specified in clause (6) or (7) ofSection 6.01(a) hereof with respect to the Issuer or the Company) occurs and is continuing underthis Indenture, the Trustee or the Holders of at least 25.0% in principal amount of the then totaloutstanding 2017 B Notes (with a copy to the Trustee) may declare the principal of, premium, ifany, interest and any other monetary obligations on all the then outstanding 2017 B Notes to be dueand payable immediately. Upon the effectiveness of such declaration, such principal, premium, ifany, and interest shall be due and payable immediately. The Trustee shall have no obligation toaccelerate the 2017 B Notes if in the best judgment of the Trustee, acceleration is not in the bestinterest of the Holders of the 2017 B Notes.          Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or(7) of Section 6.01(a) hereof with respect to the Issuer, all outstanding 2017 B Notes shall bedue and payable without further action or notice.Section 6.03 Other Remedies.          If an Event of Default occurs and is continuing, the Trustee may pursue any available remedyto collect the payment of principal, premium, if any, and interest on the 2017 B Notes or toenforce the performance of any provision of the 2017 B Notes or this Indenture.          The Trustee may maintain a proceeding even if it does not possess any of the 2017 B Notes ordoes not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder ofa 2017 B Notes in exercising any right or remedy accruing upon an Event of Default shall not impairthe right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remediesare cumulative to the extent permitted by law.
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Section 6.04 Waiver of Past Defaults.          The Holders of a majority in aggregate principal amount of the then outstanding 2017 B Notesby notice to the Trustee may on behalf of the Holders of all of the 2017 B Notes waive any existingDefault and its consequences under this Indenture (except a continuing Default in the payment ofinterest on, premium, if any, or the principal of any 2017 B Note held by a non-consenting Holder)and rescind any acceleration with respect to the 2017 B Notes and its consequences (except if suchrescission would conflict with any judgment of a court of competent jurisdiction). Upon any suchwaiver, such Default shall cease to exist, and any Event of Default arising therefrom shall bedeemed to have been cured for every purpose of this Indenture, but no such waiver shall extend toany subsequent or other Default or impair any right consequent thereto.Section 6.05 Control by Majority.          Holders of a majority in principal amount of the then total outstanding 2017 B Notes maydirect the time, method and place of conducting any proceeding for any remedy available to theTrustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, mayrefuse to follow any direction that conflicts with law or this Indenture or that the Trusteedetermines is unduly prejudicial to the rights of any other Holder of a 2017 B Note or that wouldinvolve the Trustee in personal liability.Section 6.06 Limitation on Suits.          Subject to Section 6.07 hereof, no Holder of a 2017 B Note may pursue any remedy with respectto this Indenture or the 2017 B Notes unless:     (1) such Holder has previously given the Trustee notice that an Event of Default iscontinuing;     (2) Holders of at least 25.0% in principal amount of the total outstanding 2017 B Noteshave requested the Trustee to pursue the remedy;     (3) Holders of the 2017 B Notes have offered the Trustee security or indemnityreasonably satisfactory to it against any loss, liability or expense;     (4) the Trustee has not complied with such request within 60 days after the receiptthereof and the offer of security or indemnity; and     (5) Holders of a majority in principal amount of the total outstanding 2017 B Noteshave not given the Trustee a direction inconsistent with such request within such 60-dayperiod.          A Holder of a 2017 B Note may not use this Indenture to prejudice the rights of another Holderof a 2017 B Note or to obtain a preference or priority over another Holder of a 2017 B Note.Section 6.07 Rights of Holders of 2017 B Notes To Receive Payment.          Notwithstanding any other provision of this Indenture, the right of any Holder of a 2017 BNote to receive payment of principal premium, if any, and Special Interest, if any, and interest onthe 2017 B Note, on or after the respective due dates expressed in the 2017 B Note (including inconnection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for theenforcement of
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any such payment on or after such respective dates, shall not be impaired or affected without theconsent of such Holder.Section 6.08 Collection Suit by Trustee.          If an Event of Default specified in Section 6.01(a)(l) or (2) hereof occurs and is continuing,the Trustee is authorized to recover judgment in its own name and as trustee of an express trustagainst the Issuer or the Company for the whole amount of principal of, premium, if any, andSpecial Interest, if any, and interest remaining unpaid on the 2017 B Notes and interest on overdueprincipal and, to the extent lawful, interest and such further amount as shall be sufficient tocover the costs and expenses of collection, including the reasonable compensation, expenses,disbursements and advances of the Trustee, its agents and counsel.Section 6.09 Restoration of Rights and Remedies.          If the Trustee or any Holder has instituted any proceeding to enforce any right or remedyunder this Indenture and such proceeding has been discontinued or abandoned for any reason, or hasbeen determined adversely to the Trustee or to such Holder, then and in every such case, subject toany determination in such proceedings, the Issuer, the Trustee and the Holders shall be restoredseverally and respectively to their former positions hereunder and thereafter all rights andremedies of the Trustee and the Holders shall continue as though no such proceeding has beeninstituted.Section 6.10 Rights and Remedies Cumulative.          Except as otherwise provided with respect to the replacement or payment of mutilated,destroyed, lost or stolen 2017 B Notes in Section 2.07 hereof, no right or remedy herein conferredupon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right orremedy, and every right and remedy shall, to the extent permitted by law, be cumulative and inaddition to every other right and remedy given hereunder or now or hereafter existing at law or inequity 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 6.11 Delay or Omission Not Waiver.          No delay or omission of the Trustee or of any Holder of any 2017 B Note to exercise any rightor remedy accruing upon any Event of Default shall impair any such right or remedy or constitute awaiver of any such Event of Default or an acquiescence therein. Every right and remedy given bythis Article or by law to the Trustee or to the Holders may be exercised from time to time, and asoften as may be deemed expedient, by the Trustee or by the Holders, as the case may be.Section 6.12 Trustee May File Proofs of Claim.          The Trustee is authorized to file such proofs of claim and other papers or documents as may benecessary or advisable in order to have the claims of the Trustee (including any claim for thereasonable compensation, expenses, disbursements and advances of the Trustee, its agents andcounsel) and the Holders of the 2017 B Notes allowed in any judicial proceedings relative to theIssuer (or any other obligor upon the 2017 B Notes including the Guarantors), its creditors or itsproperty and shall be entitled and empowered to participate as a member in any official committeeof creditors appointed in such matter and to collect, receive and distribute any money or otherproperty payable or deliverable on
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any such claims and any custodian in any such judicial proceeding is hereby authorized by eachHolder to make such payments to the Trustee, and in the event that the Trustee shall consent to themaking of such payments directly to the Holders, to pay to the Trustee any amount due to it for thereasonable compensation, expenses, disbursements and advances of the Trustee, its agents andcounsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that thepayment of any such compensation, expenses, disbursements and advances of the Trustee, its agentsand counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate inany such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lienon, and shall be paid out of, any and all distributions, dividends, money, securities and otherproperties that the Holders may be entitled to receive in such proceeding whether in liquidation orunder any plan of reorganization or arrangement or otherwise. Nothing herein contained shall bedeemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of anyHolder any plan of reorganization, arrangement, adjustment or composition affecting the 2017 BNotes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim ofany Holder in any such proceeding.Section 6.13 Priorities.          If the Trustee collects any money pursuant to this Article 6, it shall pay out the money inthe following order:     (i) to the Trustee and the Agents and their respective agents and attorneys foramounts due under Section 7.07 hereof, including payment of all compensation, expenses andliabilities incurred, and all advances made, by the Trustee and any Agent and the costs andexpenses of collection;     (ii) to Holders of 2017 B Notes for amounts due and unpaid on the 2017 B Notes forprincipal, premium, if any, and Special Interest, if any, and interest, ratably, withoutpreference or priority of any kind, according to the amounts due and payable on the 2017 BNotes for principal, premium, if any, and Special Interest, if any, and interest,respectively; and     (iii) to the Issuer, to the Company or to such party as a court of competentjurisdiction shall direct, including a Guarantor, if applicable.          Notwithstanding the foregoing, all amounts in the Trustee Account shall be paid first to theHolders of 2017 B Notes. The Trustee may fix a record date and payment date for any payment toHolders of 2017 B Notes pursuant to this Section 6.13.Section 6.14 Undertaking for Costs.          In any suit for the enforcement of any right or remedy under this Indenture or in any suitagainst the Trustee for any action taken or omitted by it as a Trustee, a court in its discretionmay require the filing by any party litigant in the suit of an undertaking to pay the costs of thesuit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’fees and expenses, against any party litigant in the suit, having due regard to the merits and goodfaith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to asuit by the Trustee, a suit by a Holder of a 2017 B Note pursuant to Section 6.07 hereof, or a suitby Holders of more than 10% in principal amount of the then outstanding 2017 B Notes.
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ARTICLE 7TRUSTEESection 7.01 Duties of Trustee.          (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such ofthe rights and powers vested in it by this Indenture, and use the same degree of care and skill inits exercise, as a prudent person would exercise or use under the circumstances in the conduct ofsuch person’s own affairs; *provided*that if an Event of Default occurs and is continuing, theTrustee shall be under no obligation to exercise any of the rights or powers under this Indenture,the Notes and the Guarantees at the request or direction of any of the Holders unless such Holdershave offered the Trustee indemnity, security or perfunding satisfactory to the Trustee in its solediscretion, as applicable, against loss, liability or expense.          (b) Except during the continuance of an Event of Default:          (i) the duties of the Trustee shall be determined solely by the express provisionsof this Indenture and the Trustee need perform only those duties that are specifically setforth in this Indenture and no others, and no implied covenants or obligations shall be readinto this Indenture against the Trustee; and          (ii) in the absence of bad faith on its part, the Trustee may conclusively rely,as to the truth of the statements and the correctness of the opinions expressed therein,upon certificates or opinions furnished to the Trustee and conforming to the requirements ofthis Indenture. However, in the case of any such certificates or opinions which by anyprovision hereof are specifically required to be furnished to the Trustee, the Trustee shallexamine the certificates and opinions to determine whether or not they conform to therequirements of this Indenture (but need not confirm or investigate the accuracy ofmathematical calculations or other facts stated therein).          (c) The Trustee may not be relieved from liabilities for its own negligent action, its ownnegligent failure to act, or its own willful misconduct, except that:          (i) this paragraph (c) does not limit the effect of paragraph (b) of thisSection 7.01;          (ii) the Trustee shall not be liable for any error of judgment made in good faith bya Responsible Officer, unless it is proved in a court of competent jurisdiction that theTrustee was negligent in ascertaining the pertinent facts; and          (iii) the Trustee shall not be liable with respect to any action it takes oromits to take in good faith in accordance with a direction received by it pursuant toSection 6.05 hereof.          (d) Whether or not therein expressly so provided, every provision of this Indenture that inany way relates to the Trustee is subject to this Section 7.01.          (e) The Trustee shall be under no obligation to exercise any of its rights or powers underthis Indenture at the request or direction of any of the Holders of the 2017 B Notes unless theHolders have offered to the Trustee indemnity or security satisfactory to it against any loss,liability or expense.
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          (f) The Trustee shall not be liable for interest on any money received by it except as theTrustee may agree in writing with the Issuer. Money held in trust by the Trustee need not besegregated from other funds except to the extent required by law or as the Trustee may agree inwriting with the Issuer.          (g) In the absence of bad faith, negligence or wilful misconduct on the part of the Trustee,the Trustee shall not be responsible for the use or application of any money by any Paying Agentother than the Trustee.          (h) Subject to the provisions of this Indenture, the Trustee will hold the TrusteeAccount in trust for the benefit of Holders of 2017 B Notes and shall be responsible forpayment of amounts therefrom.Section 7.02 Rights of Trustee.          (a) The Trustee may conclusively rely upon any document believed by it to be genuine and tohave been signed or presented by the proper Person. The Trustee need not investigate any fact ormatter stated in the document, but the Trustee, in its discretion, may make such further inquiry orinvestigation into such facts or matters as it may see fit, and, if the Trustee shall determine tomake such further inquiry or investigation, it shall be entitled to examine the books, records andpremises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shallincur no liability or additional liability of any kind by reason of such inquiry or investigation.          (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificateor an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omitsto take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trusteemay consult with counsel of its selection and the advice of such counsel or any Opinion of Counselshall be full and complete authorization and protection from liability in respect of any actiontaken, suffered or omitted by it hereunder in good faith and in reliance thereon.          (c) The Trustee may act through its attorneys and agents and shall not be responsible for themisconduct or negligence of any agent or attorney appointed with due care.          (d) The Trustee shall not be liable for any action it takes or omits to take in good faiththat it believes to be authorized or within the rights or powers conferred upon it by thisIndenture.          (e) Unless otherwise specifically provided in this Indenture, any demand, request, directionor notice from the Issuer shall be sufficient if signed by an Officer of the Issuer.          (f) None of the provisions of this Indenture shall require the Trustee to expend or risk itsown funds or otherwise to incur any liability, financial or otherwise, in the performance of any ofits duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonablegrounds for believing that repayment of such funds or indemnity satisfactory to it against suchrisk or liability is not assured to it.          (g) The Trustee shall not be deemed to have knowledge or notice of any Default or Event ofDefault unless a Responsible Officer of the Trustee has actual knowledge thereof or unless writtennotice of any event which is in fact such a Default or Event of Default is received by the Trustee
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at the Corporate Trust Office of the Trustee, and such notice references the 2017 BNotes and this Indenture.          (h) In no event shall the Trustee be responsible or liable for special, indirect,or consequential loss or damage of any kind whatsoever (including, but not limited to, loss ofprofit) irrespective of whether the Trustee has been advised of the likelihood of such loss ordamage and regardless of the form of action.          (i) The rights, privileges, protections, immunities and benefits given to the Trustee,including its right to be indemnified, are extended to, and shall be enforceable by, the Trusteein each of its capacities hereunder.          (j) In the event the Issuer is required to pay Special Interest, the Issuer shallprovide written notice to the Trustee of the Issuer’s obligation to pay Special Interest no laterthan 15 days prior to the next Interest Payment Date which notice shall set forth the amount of theSpecial Interest to be paid by the Issuer. The Trustee shall not at any time be under any duty orresponsibility to any Holders to determine whether the Special Interest is payable or the amountthereof.Section 7.03 Individual Rights of Trustee.          The Trustee in its individual or any other capacity may become the owner or pledgee of 2017 BNotes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights itwould have if it were not Trustee. However, in the event that the Trustee acquires any conflictinginterest it must eliminate such conflict within 90 days, apply to the SEC for permission tocontinue as trustee or resign. Any Agent may do the same with like rights and duties. The Trusteeis also subject to Sections 7.10 and 7.11 hereof.Section 7.04 Trustee’s Disclaimer.          The Trustee shall not be responsible for and makes no representation as to the validity oradequacy of this Indenture or the 2017 B Notes, it shall not be accountable for the Issuer’s use ofthe proceeds from the 2017 B Notes or any money paid to the Issuer or upon the Issuer’s directionunder any provision of this Indenture, it shall not be responsible for the use or application ofany money received by any Paying Agent other than the Trustee, and it shall not be responsible forany statement or recital herein or any statement in the 2017 B Notes or any other document inconnection with the sale of the 2017 B Notes or pursuant to this Indenture other than itscertificate of authentication.Section 7.05 Notice of Defaults.          If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shallmail to Holders of 2017 B Notes a notice of the Default within 90 days after it occurs. The Trusteemay withhold from the Holders notice of any continuing Default, except a Default relating to thepayment of principal, premium, if any, or interest, if it determines that withholding notice is intheir interest. The Trustee shall have no duty to inquire as to the performance of any covenantscontained in Article 4.Section 7.06 Reports by Trustee to Holders of the 2017 B Notes.          Within 60 days after each May 15, beginning with the May 15 following the date of thisIndenture, and for so long as 2017 B Notes remain outstanding, the Trustee shall mail to theHolders of
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the 2017 B Notes a brief report dated as of such reporting date that complies with Trust IndentureAct Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurredwithin the twelve months preceding the reporting date, no report need be transmitted). The Trusteealso shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit bymail all reports as required by Trust Indenture Act Section 313(c).          A copy of each report at the time of its mailing to the Holders of 2017 B Notes shall bemailed to the Issuer and filed with the SEC and each stock exchange on which the 2017 B Notes arelisted in accordance with Trust Indenture Act Section 313(d). The Issuer shall promptly notify theTrustee when the 2017 B Notes are listed on any stock exchange or delisted therefrom.Section 7.07 Compensation and Indemnity.          The Issuer shall pay to the Trustee and any Agent from time to time such compensation for itsacceptance of this Indenture and services hereunder as the parties shall agree in writing from timeto time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee ofan express trust. The Issuer shall reimburse each of the Trustee and each Agent promptly uponrequest for all reasonable disbursements, advances and expenses incurred or made by it in additionto the compensation for its services (other than amounts in the Trustee Account). Such expensesshall include the reasonable compensation, disbursements (other than amounts in the TrusteeAccount) and expenses of the Trustee’s or each such Agent’s agents and counsel.          The Issuer and the Guarantors, jointly and severally, shall indemnify each of the Trustee andeach Agent for, and hold each of the Trustee and each Agent harmless against, any and all loss,damage, claims, liability or expense (including attorneys’ fees) incurred by it in connection withthe acceptance or administration of this trust and the performance of its duties hereunder(including the costs and expenses of enforcing this Indenture against the Issuer or any of theGuarantors (including this Section 7.07) or defending itself against any claim whether asserted byany Holder, the Issuer or any Guarantor, or liability in connection with the acceptance, exerciseor performance of any of its powers or duties hereunder). Each of the Trustee and each Agent shallnotify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee orany Agent to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. TheIssuer shall defend the claim and the Trustee or applicable Agent may have separate counsel and theIssuer shall pay the fees and expenses of such counsel. The Issuer need not reimburse any expenseor indemnify against any loss, liability or expense incurred by the Trustee or any Agent throughsuch Person’s own willful misconduct, negligence or bad faith.          The obligations of the Issuer under this Section 7.07 shall survive the satisfaction anddischarge of this Indenture or the earlier resignation or removal of the Trustee or any Agent, asapplicable.          To secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, eachof the Trustee and each Agent shall have a Lien prior to the 2017 B Notes on all money or propertyheld or collected by such Person, except money or property held in trust to pay principal andinterest on particular 2017 B Notes. Such Lien shall survive the satisfaction and discharge of thisIndenture.          When the Trustee or any Agent incurs expenses or renders services after an Event of Defaultspecified in clause (6) or (7) of Section 6.01 (a) hereof occurs, the expenses and the compensationfor the services (including the fees and expenses of its agents and counsel) are intended toconstitute expenses of administration under any Bankruptcy Law.
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          The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to theextent applicable.Section 7.08 Replacement of Trustee or Agent.          A resignation or removal of the Trustee or any Agent and appointment of a successor Trustee orany successor Agent shall become effective only upon the acceptance of appointment as provided inthis Section 7.08 by such successor Trustee or successor Agent, as applicable. The Trustee or anyAgent may resign in writing at any time and be discharged from the trust hereby created by sonotifying the Issuer. The Holders of a majority in principal amount of the then outstanding 2017 BNotes may remove the Trustee or any Agent by so notifying the Trustee or such Agent and the Issuerin writing. The Issuer may remove the Trustee or any Agent if:     (a) in the case of the Trustee, such Trustee fails to comply with Section 7.10hereof;     (b) the Trustee or such Agent is adjudged a bankrupt or an insolvent Person or an orderfor relief is entered with respect to the Trustee under any Bankruptcy Law;     (c) a custodian or public officer takes charge of the Trustee or such Agent or suchPerson’s property; or     (d) the Trustee or such Agent becomes incapable of acting.          If the Trustee or any Agent resigns or is removed or if a vacancy exists in the office ofTrustee or any Agent for any reason, the Issuer shall promptly appoint a successor Trustee orsuccessor Agent. Within one year after the successor Trustee or successor Agent takes office, theHolders of a majority in principal amount of the then outstanding 2017 B Notes may appoint asuccessor Trustee or successor Agent, as applicable, to replace such successor Trustee or successorAgent appointed by the Issuer.          If a successor Trustee or successor Agent does not take office within 60 days after theretiring Trustee or Agent, as applicable, resigns or is removed, the retiring Trustee or Agent (atthe Issuer’s expense), the Issuer or the Holders of at least 10% in principal amount of the thenoutstanding 2017 B Notes may petition any court of competent jurisdiction for the appointment of asuccessor Trustee or successor Agent.          If the Trustee, after written request by any Holder who has been a Holder for at least sixmonths, fails to comply with Section 7.10 hereof, such Holder may petition any court of competentjurisdiction for the removal of the Trustee and the appointment of a successor Trustee.          A successor Trustee or successor Agent shall deliver a written acceptance of itsappointment to the retiring Trustee or Agent and to the Issuer. Thereupon, the resignation orremoval of the retiring Trustee or Agent shall become effective, and the successor Trustee orsuccessor Agent shall have all the rights, powers and duties of the Trustee or the applicable Agentunder this Indenture. The successor Trustee or successor Agent shall mail a notice of itssuccession to Holders. The retiring Trustee or Agent shall promptly transfer all property held byit as Trustee or Agent to the successor Trustee or successor Agent, as applicable; providedall sums owing to the retiring Trustee or Agent hereunder have been paid and subject to the Lienprovided for in Section 7.07 hereof. Notwithstanding replacement of
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the Trustee or any Agent pursuant to this Section 7.08, the Issuer’s obligations under Section7.07 hereof shall continue for the benefit of the retiring Trustee or Agent.Section 7.09 Successor Trustee by Merger, etc.          If the Trustee or any Agent consolidates, merges or converts into, or transfers all orsubstantially all of its corporate trust or relevant agent business, as applicable, to, anothercorporation, the successor corporation without any further act shall be the successor Trustee orsuccessor Agent, as applicable.Section 7.10 Eligibility; Disqualification.          There shall at all times be a Trustee hereunder that is a corporation organized and doingbusiness under the laws of the United States of America or of any state thereof that is authorizedunder such laws to exercise corporate trustee power, that is subject to supervision or examinationby federal or state authorities and that has combined capital and surplus of at least $50,000,000as set forth in its most recent published annual report of condition.          This Indenture shall always have a Trustee who satisfies the requirements of TrustIndenture Act Sections 310(a)(l), (2) and (5). The Trustee is subject to Trust Indenture ActSection 310(b).Section 7.11 Preferential Collection of Claims Against Issuer.          The Trustee is subject to Trust Indenture Act Section 31l(a), excluding any creditorrelationship listed in Trust Indenture Act Section 31l(b). A Trustee who has resigned or beenremoved shall be subject to Trust Indenture ActSection 31l(a) to the extent indicated therein.ARTICLE 8LEGAL DEFEASANCE AND COVENANT DEFEASANCESection 8.01 Option To Effect Legal Defeasance or Covenant Defeasance.          The Issuer may, at its option and at any time, elect to have either Section 8.02 or 8.03hereof applied to all outstanding 2017 B Notes upon compliance with the conditions set forth belowin this Article 8.Section 8.02 Legal Defeasance and Discharge.          Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forthin Section 8.04 hereof, be deemed to have been discharged from their obligations with respect toall outstanding 2017 B Notes and Guarantees on the date the conditions set forth below aresatisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall bedeemed to have paid and discharged the entire Indebtedness represented by the outstanding 2017 BNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, to havesatisfied all its other obligations under such 2017 B Notes and this Indenture including that ofthe Guarantors (and the Trustee, on demand of and at
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the expense of the Issuer, shall execute proper instruments acknowledging the same) and tohave cured all then existing Events of Default, except for the following provisions which shallsurvive until otherwise terminated or discharged hereunder:          (a) the rights of Holders of 2017 B Notes to receive payments in respect of theprincipal of, premium, if any, and interest on the 2017 B Notes when such payments aredue solely out of the trust created pursuant to this Indenture as referenced in Section8.04 hereof;          (b) the Issuer’s obligations with respect to 2017 B Notes concerning issuing temporary2017 B Notes, registration of such 2017 B Notes, mutilated, destroyed, lost or stolen 2017 BNotes and the maintenance of an office or agency for payment and money for security paymentsheld in trust;          (c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’sobligations in connection therewith; and          (d) this Section 8.02.          Subject to compliance with this Article 8, the Issuer may exercise its option under thisSection 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.Section 8.03 Covenant Defeasance.               Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forthin Section 8.04 hereof, be released from their obligations under the covenants (each, a“Defeased Covenant, and collectively, the “Defeased Covenants”) contained inSections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.16 hereofand clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to theoutstanding 2017 B Notes on and after the date the conditions set forth in Section 8.04 hereof aresatisfied (“Covenant Defeasance”), and the 2017 B Notes shall thereafter be deemed not“outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders(and the consequences of any thereof) in connection with such Defeased Covenants, but shallcontinue to be deemed “outstanding” for all other purposes hereunder (it being understood that such2017 B Notes shall not be deemed outstanding for accounting purposes). For this purpose, CovenantDefeasance means that, with respect to the outstanding 2017 B Notes, the Issuer may omit to complywith and shall have no liability in respect of any term, condition or limitation set forth in anyDefeased Covenant, whether directly or indirectly, by reason of any reference elsewhere herein toany such Defeased Covenant or by reason of any reference in any such Defeased Covenant to any otherprovision herein or in any other document, and such omission to comply shall not constitute aDefault or an Event of Default under Section 6.01 hereof, but, except as specified above, theremainder of this Indenture and such 2017 B Notes shall be unaffected thereby. In addition, uponthe Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections6.01(a)(3), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to any Significant Party),6.01(a)(7) (solely with respect to any Significant Party) and 6.01(a)(8) hereof shall notconstitute Events of Default.
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Section 8.04 Conditions to Legal or Covenant Defeasance.     In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the 2017 BNotes:     (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit ofthe Holders of the 2017 B Notes, cash in U.S. dollars, Government Securities, or acombination thereof, in such amounts as shall be sufficient, in the opinion of a nationallyrecognized firm of independent public accountants, to pay the principal amount of, premium,if any, and interest due on the 2017 B Notes on the stated maturity date or on theredemption date, as the case may be, of such principal amount, premium, if any, or intereston such 2017 B Notes, and the Issuer must specify whether such 2017 B Notes are beingdefeased to maturity or to a particular redemption date;     (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee anOpinion of Counsel reasonably acceptable to the Trustee confirming that, subject tocustomary assumptions and exclusions,     (a) the Issuer has received from, or there has been published by, the UnitedStates Internal Revenue Service a ruling, or     (b) since the issuance of the 2017 B Notes, there has been a change in theapplicable U.S. federal income tax law,in either case to the effect that, and based thereon such Opinion of Counsel shall confirmthat, subject to customary assumptions and exclusions, the Holders of the 2017 B Notes shallnot recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as aresult of such Legal Defeasance and shall be subject to U.S. federal income tax on the sameamounts, in the same manner and at the same times as would have been the case if such LegalDefeasance had not occurred;     (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trusteean Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject tocustomary assumptions and exclusions, the Holders of the 2017 B Notes shall not recognizeincome, gain or loss for U.S. federal income tax purposes as a result of such CovenantDefeasance and shall be subject to such tax on the same amounts, in the same manner and atthe same times as would have been the case if such Covenant Defeasance had not occurred;     (4) no Default (other than that resulting from borrowing funds to be applied to makesuch deposit and any similar and simultaneous deposit relating to such other Indebtedness,and in each case, the granting of Liens in connection therewith) shall have occurred and becontinuing on the date of such deposit;     (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach orviolation of, or constitute a default under any Senior Credit Facility or any other materialagreement or instrument governing Indebtedness (other than this Indenture) to which, theIssuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (otherthan that resulting from any borrowing of funds to be applied to make the deposit requiredto effect such
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Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating toother Indebtedness, and, in each case, the granting of Liens in connection therewith);     (6) the Issuer shall have delivered to the Trustee an Officer’s Certificate statingthat the deposit was not made by the Issuer with the intent of defeating, hindering,delaying or defrauding any creditors of the Issuer or any Guarantor or others; and     (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate and anOpinion of Counsel (which Opinion of Counsel may be subject to customary assumptions andexclusions) each stating that all conditions precedent provided for or relating to the LegalDefeasance or the Covenant Defeasance, as the case may be, have been complied with.Section 8.05 Deposited Money and Government SecuritiesTo Be Held in Trust; Other Miscellaneous Provisions.          Subject to Section 8.06 hereof, all money and Government Securities (including the proceedsthereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of thisSection 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding 2017 BNotes shall be held in trust and applied by the Trustee, in accordance with the provisions of such2017 B Notes and this Indenture, to the payment, either directly or through any Paying Agent(including the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to theHolders of such 2017 B Notes of all sums due and to become due thereon in respect of principal,premium and Special Interest, if any, and interest, but such money need not be segregated fromother funds except to the extent required by law.          The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed onor assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof orthe principal and interest received in respect thereof other than any such tax, fee or other chargewhich by law is for the account of the Holders of the outstanding 2017 B Notes.          Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or payto the Issuer from time to time upon the request of the Issuer any money or Government Securitiesheld by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firmof independent public accountants expressed in a written certification thereof delivered to theTrustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of theamount thereof that would then be required to be deposited to effect an equivalent Legal Defeasanceor Covenant Defeasance.Section 8.06 Repayment to Issuer.          Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trustfor the payment of the principal of, premium and Special Interest, if any, or interest on any 2017B Note and remaining unclaimed for two years after such principal, and premium and SpecialInterest, if any, or interest has become due and payable shall be paid to the Issuer on its requestor (if then held by the Issuer) shall be discharged from such trust; and the Holder of such 2017 BNotes shall thereafter look only to the Issuer for payment thereof, and all liability of theTrustee or such Paying Agent with respect to such trust money, and all liability of the Issuer astrustee thereof, shall thereupon cease.
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Section 8.07 Reinstatement.          If the Trustee or Paying Agent is unable to apply any U.S. dollars or Government Securities inaccordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgmentof any court or governmental authority enjoining, restraining or otherwise prohibiting suchapplication, then the Issuer’s obligations under this Indenture and the 2017 B Notes shall berevived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereofuntil such time as the Trustee or Paying Agent is permitted to apply all such money in accordancewith Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuer makesany payment of principal of, premium and Special Interest, if any, or interest on any 2017 B Notefollowing the reinstatement of its obligations, the Issuer shall be subrogated to the rights of theHolders of such 2017 B Notes to receive such payment from the money held by the Trustee or PayingAgent.ARTICLE 9AMENDMENT, SUPPLEMENT AND WAIVERSection 9.01 Without Consent of Holders of Notes.          Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to aGuarantee to which it is a party or this Indenture) and the Trustee may amend or supplementthis Indenture and any Guarantee or 2017 B Notes without the consent of any Holder:     (1) to cure any ambiguity, omission, mistake, defect or inconsistency;     (2) to provide for uncertificated 2017 B Notes in addition to or in place ofcertificated 2017 B Notes;     (3) to comply with Section 5.01 hereof;     (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations tothe Holders in a transaction that complies with this Indenture;     (5) to make any change that would provide any additional rights or benefits to theHolders or that does not adversely affect the legal rights under this Indenture of any suchHolder;     (6) to add covenants for the benefit of the Holders or to surrender any right or powerconferred upon the Issuer or any Guarantor;     (7) to comply with requirements of the SEC in order to effect or maintain thequalification of this Indenture under the Trust Indenture Act;     (8) to evidence and provide for the acceptance and appointment under this Indenture ofa successor Trustee thereunder pursuant to the requirements thereof;     (9) to add a Guarantor under this Indenture;     (10) to conform the text of this Indenture or the Guarantees or the 2017 B Notes toany provision of the “Description of the Series B Notes” section of the Offering Circularto the
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extent that such provision in such “Description of the Series B Notes” section wasintended to be a verbatim recitation of a provision of this Indenture, the Guarantee orthe 2017 B Notes;     (11) to provide for the issuance of 2017 B Exchange Notes or private exchange notes,which are identical to 2017 B Exchange Notes except that they are not freely transferable;or     (12) to make any amendment to the provisions of this Indenture relating to the transferand legending of 2017 B Notes as permitted by this Indenture, including to facilitate theissuance and administration of the 2017 B Notes; provided, however, that (a)compliance with this Indenture as so amended would not result in 2017 B Notes beingtransferred in violation of the Securities Act or any applicable securities law and (b) suchamendment does not materially and adversely affect the rights of Holders to transfer 2017 BNotes.          Upon the request of the Company accompanied by a resolution of the Board of Directorsauthorizing the execution of any such amended or supplemental indenture, and upon receipt by theTrustee of the documents described in Section 7.02(b) hereof (to the extent requested by theTrustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amendedor supplemental indenture authorized or permitted by the terms of this Indenture and to make anyfurther appropriate agreements and stipulations that may be therein contained, but the Trusteeshall not be obligated to enter into any such amended or supplemental indenture that affects itsown rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing,no Opinion of Counsel shall be required in connection with the addition of a Guarantor under thisIndenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indentureto this Indenture, the form of which is attached as Exhibit D hereto, and delivery of anOfficer’s Certificate.Section 9.02 With Consent of Holders of Notes.          Except as provided below in this Section 9.02, the Issuer and the Trustee may amend orsupplement this Indenture, any Guarantee and the 2017 B Notes with the consent of the Holders of atleast a majority in principal amount of the 2017 B Notes then outstanding, other than 2017 B Notesbeneficially owned by the Company or any of its Affiliates, including consents obtained inconnection with a purchase of, or tender offer or exchange offer for, 2017 B Notes, and anyexisting Default or Event of Default or compliance with any provision of this Indenture or the 2017B Notes issued thereunder may be waived with the consent of the Holders of a majority in principalamount of the then outstanding 2017 B Notes, other than 2017 B Notes beneficially owned by theCompany or any of its Affiliates (including consents obtained in connection with a purchase of ortender offer or exchange offer for such 2017 B Notes.          Upon the request of the Company accompanied by a resolution of the Board of Directorsauthorizing the execution of any such amended or supplemental indenture, and upon the filing withthe Trustee of evidence satisfactory to the Trustee of the consent of the Holders of 2017 B Notesas aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof(to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantorsin the execution of such amended or supplemental indenture unless such amended or supplementalindenture directly affects the Trustee’s own rights, duties or immunities under this Indenture orotherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enterinto such amended or supplemental indenture.
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          It shall not be necessary for the consent of the Holders of 2017 B Notes under thisSection 9.02 to approve the particular form of any proposed amendment or waiver, but it shallbe sufficient if such consent approves the substance thereof.          After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuershall mail to the Holders of 2017 B Notes affected thereby a notice briefly describing theamendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defecttherein, shall not, however, in any way impair or affect the validity of any such amended orsupplemental indenture or waiver.          Without the consent of each affected Holder of 2017 B Notes, an amendment or waiver under thisSection 9.02 may not, with respect to any 2017 B Notes held by a non-consenting Holder:     (1) reduce the principal amount of such 2017 B Notes whose Holders must consent to anamendment, supplement or waiver;     (2) reduce the principal amount of or change the fixed final maturity of any such 2017B Note or alter or waive the provisions with respect to the redemption of such 2017 B Notes(other than provisions relating to Sections 3.09, 4.10 and 4.14 hereof);     (3) reduce the rate of or change the time for payment of interest on any 2017 BNote;     (4) waive a Default in the payment of principal of or premium, if any, or interest onthe 2017 B Notes (except a rescission of acceleration of the 2017 B Notes by the Holders ofat least a majority in aggregate principal amount of the 2017 B Notes and a waiver of thepayment default that resulted from such acceleration) or in respect of a covenant orprovision contained in this Indenture or any Guarantee which cannot be amended or modifiedwithout the consent of all affected Holders;     (5) make any 2017 B Note payable in money other than that stated therein;     (6) make any change in the provisions of this Indenture relating to waivers of pastDefaults or the rights of Holders to receive payments of principal of or premium, if any, orinterest on the 2017 B Notes;     (7) make any change to this paragraph of this Section 9.02;     (8) impair the right of any Holder to receive payment of principal of, or interest onsuch Holder’s 2017 B Notes on or after the due dates therefor or to institute suit for theenforcement of any payment on or with respect to such Holder’s 2017 B Notes;     (9) make any change to the ranking of the 2017 B Notes that would adversely affect theHolders;     (10) except as expressly permitted by this Indenture, modify the Guarantees of anySignificant Party in any manner adverse to the Holders of the 2017 B Notes; or     (11) after the Issuer’s obligation to purchase 2017 B Notes arises thereunder, amend,change or modify in any respect materially adverse to the Holders of the 2017 B Notes the
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obligations of the Issuer to make and consummate a Change of Control Offer in the event of aChange of Control or make and consummate an Asset Sale Offer with respect to any Asset Salethat has been consummated or, after such Change or Control has occurred or such Asset Salehas been consummated, modify any of the provisions or definitions with respect thereto in amanner that is materially adverse to the Holders of the 2017 B Notes.          Notwithstanding anything in this Indenture to the contrary, (1) no amendment orsupplement to this Indenture or the 2017 B Notes that modifies or waives the specific rights orobligations of any Agent may be made without the consent of such Agent (it being understood thatthe Trustee’s execution of any such amendment or supplement shall constitute such consent if theTrustee is then also acting as such Agent).Section 9.03 Compliance with Trust Indenture Act.          Every amendment or supplement to this Indenture or the 2017 B Notes shall be set forth in anamended or supplemental indenture that complies with the Trust Indenture Act as then in effect.Section 9.04 Revocation and Effect of Consents.          Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a2017 B Note is a continuing consent by the Holder of a 2017 B Note and every subsequent Holder of a2017 B Note or portion of a 2017 B Note that evidences the same debt as the consenting Holder’s2017 B Note, even if notation of the consent is not made on any 2017 B Note. However, any suchHolder of a 2017 B Note or subsequent Holder of a 2017 B Note may revoke the consent as to its 2017B Note if the Trustee receives written notice of revocation before the date the amendment,supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective inaccordance with its terms and thereafter binds every Holder.          The Issuer may, but shall not be obligated to, fix a record date for the purpose ofdetermining the Holders entitled to consent to any amendment, supplement, or waiver. If a recorddate is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders atsuch record date (or their duly designated proxies), and only such Persons, shall be entitled toconsent to such amendment, supplement, or waiver or to revoke any consent previously given, whetheror not such Persons continue to be Holders after such record date. No such consent shall be validor effective for more than 120 days after such record date unless the consent of the requisitenumber of Holders has been obtained.Section 9.05 Notation on or Exchange of Notes.          The Trustee may place an appropriate notation about an amendment, supplement or waiver on any2017 B Note thereafter authenticated. The Issuer in exchange for all 2017 B Notes may issue and theTrustee shall, upon receipt of an Authentication Order, authenticate new 2017 B Notes that reflectthe amendment, supplement or waiver.          Failure to make the appropriate notation or issue a new 2017 B Note shall not affect thevalidity and effect of such amendment, supplement or waiver.
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Section 9.06 Trustee To Sign Amendments, etc.          The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article9 if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilitiesor immunities of the Trustee. The Issuer may not sign an amendment, supplement or waiver until itsboard of directors approves it. In executing any amendment, supplement or waiver, the Trustee shallbe provided with and (subject to Section 7.01 hereof) shall be fully protected in relying upon, inaddition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinionof Counsel stating that the execution of such amended or supplemental indenture is authorized orpermitted by this Indenture and that such amendment, supplement or waiver is the legal, valid andbinding obligation of the Issuer and any Guarantors party thereto, enforceable against them inaccordance with its terms, subject to customary exceptions, and complies with the provisions hereof(including Section 9.03 hereof). Notwithstanding the foregoing, no Opinion of Counsel shall berequired for the Trustee to execute any amendment or supplement adding a new Guarantor under thisIndenture.Section 9.07 Payment for Consent.          The Company shall not, and shall not permit any of its Subsidiaries to, directly orindirectly, pay or cause to be paid any consideration, whether by way of interest, fee orotherwise, to or for the benefit of any Holder for or as an inducement to any consent, waiver oramendment of any of the terms or provisions of this Indenture or the 2017 B Notes unless suchconsideration is offered to all Holders and is paid to all Holders that so consent, waive or agreeto amend in the time frame set forth in the solicitation documents relating to such consent, waiveror agreement.ARTICLE 10GUARANTEESSection 10.01 Guarantee.          Subject to this Article 10, from and after the consummation of the Transactions, each of theGuarantors hereby, jointly and severally, unconditionally guarantees on a senior unsecured basis toeach Holder of a 2017 B Note authenticated and delivered by the Trustee and to the Trustee and itssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the 2017B Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of, andinterest, premium and Special Interest, if any, on the 2017 B Notes shall be promptly paid in fullwhen due, whether at maturity, by acceleration, redemption or otherwise, and interest on theoverdue principal of and interest on the 2017 B Notes, if any, if lawful, and all other Obligationsof the Issuer to the Holders or the Trustee hereunder or under the 2017 B Notes shall be promptlypaid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case ofany extension of time of payment or renewal of any 2017 B Notes or any of such other obligations,the same shall be promptly paid in full when due or performed in accordance with the terms of theextension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment bythe Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall bejointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is aguarantee of payment and not a guarantee of collection.          The Guarantors hereby agree that their obligations hereunder shall be unconditional,irrespective of the validity, regularity or enforceability of this Indenture or the 2017 B Notes,the absence of any action to enforce the same, any waiver or consent by any Holder of the 2017 BNotes with respect
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to any provisions hereof or thereof, the recovery of any judgment against the Issuer, anyaction to enforce the same or any other circumstance which might otherwise constitute a legal orequitable discharge or defense of a guarantor (other than payment in full of all of the Obligationsof the Issuer hereunder and under the 2017 B Notes). Each Guarantor hereby waives diligence,presentment, demand of payment, filing of claims with a court in the event of insolvency orbankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest,notice and all demands whatsoever and covenants that this Guarantee shall not be discharged exceptby complete performance of the obligations contained in the 2017 B Notes and this Indenture or byrelease in accordance with the provisions of this Indenture.          Each Guarantor also agrees to pay any and all costs and expenses (including reasonableattorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section10.01.          If any Holder or the Trustee is required by any court or otherwise to return to the Issuer,the Guarantors or any custodian, trustee, liquidator or other similar official acting in relationto either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, thenthis Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.          Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation tothe Holders in respect of any obligations guaranteed hereby until payment in full of allobligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, onthe one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of theobligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposesof this Guarantee, notwithstanding any stay, injunction or other prohibition preventing suchacceleration in respect of the obligations guaranteed hereby, and (y) in the event of anydeclaration of acceleration of such obligations as provided in Article 6 hereof, such obligations(whether or not due and payable) shall forthwith become due and payable by the Guarantors for thepurpose of this Guarantee. The Guarantors shall have the right to seek contribution from anynon-paying Guarantor so long as the exercise of such right does not impair the rights of theHolders under the Guarantees.          Each Guarantee shall remain in full force and effect and continue to be effective should anypetition be filed by or against the Issuer for liquidation reorganization, should the Issuer becomeinsolvent or make an assignment for the benefit of creditors or should a receiver or trustee beappointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extentpermitted by law, continue to be effective or be reinstated, as the case may be, if at any timepayment and performance of the 2017 B Notes are, pursuant to applicable law, rescinded or reducedin amount, or must otherwise be restored or returned by any obligee on the 2017 B Notes orGuarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as thoughsuch payment or performance had not been made. In the event that any payment or any part thereof,is rescinded, reduced, restored or returned, the 2017 B Notes shall, to the fullest extentpermitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded,reduced, restored or returned.          In case any provision of any Guarantee shall be invalid, illegal or unenforceable, thevalidity, legality, and enforceability of the remaining provisions shall not in any way beaffected or impaired thereby.          The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of suchGuarantor, and will rank pari passu in right of payment to all unsubordinated indebtedness of therelevant Guarantor, including, the guarantee by such Guarantor of the 2017 A Notes and, in the caseof the Company, the Company’s Obligations under the CCOH Mirror Note. Each Guarantor’s obligations
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under its Guarantee will be effectively subordinated to the obligations of the Guarantor underits Secured Indebtedness, if any, to the extent of the value of the assets securing suchIndebtedness.          Each payment to be made by a Guarantor in respect of its Guarantee shall be made withoutset-off, counterclaim, reduction or diminution of any kind or nature.Section 10.02 Limitation on Guarantor Liability.          Each Guarantor, and by its acceptance of 2017 B Notes, each Holder, hereby confirms that it isthe intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulenttransfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act,the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable toany Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantorshereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximumamount as will, after giving effect to such maximum amount and all other contingent and fixedliabilities of such Guarantor that are relevant under such laws and after giving effect to anycollections from, rights to receive contribution from or payments made by or on behalf of any otherGuarantor in respect of the obligations of such other Guarantor under this Article 10, result inthe obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance orfraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guaranteeshall be entitled upon payment in full of all guaranteed obligations under this Indenture to acontribution from each other Guarantor in an amount equal to such other Guarantor’s prorata portion of such payment based on the respective net assets of all the Guarantors at thetime of such payment determined in accordance with GAAP.Section 10.03 Execution and Delivery.          (a) To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agreesthat this Indenture (or a supplemental indenture pursuant to Section 4.15 hereof) shall be executedon behalf of such Guarantor by its President, one of its Vice Presidents or one of its AssistantVice Presidents.          (b) Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shallremain in full force and effect notwithstanding the absence of the endorsement of any notation ofsuch Guarantee on the 2017 B Notes.          (c) If an officer of a Guarantor whose signature is on this Indenture (or asupplemental indenture pursuant to Section 4.15 hereof) no longer holds that office at the time theTrustee authenticates a 2017 B Note, the Guarantee of such Guarantor shall be valid nevertheless.          (d) The delivery of any 2017 B Note by the Trustee, after the authentication thereofhereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf ofthe Guarantors.          (e) If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquiredRestricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, tothe extent applicable.
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Section 10.04 Subrogation.          Each Guarantor shall be subrogated to all rights of Holders of 2017 B Notes against theIssuer in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantorshall be entitled to enforce or receive any payments arising out of, or based upon, such right ofsubrogation until all amounts then due and payable by the Issuer under this Indenture or the 2017 BNotes shall have been paid in full.Section 10.05 Benefits Acknowledged.          Each Guarantor acknowledges that it will receive direct and indirect benefits from thefinancing arrangements contemplated by this Indenture and that the guarantee and waivers madeby it pursuant to its Guarantee are knowingly made in contemplation of such benefits.Section 10.06 Release of Guarantees.          A Guarantee by a Restricted Guarantor shall be automatically and unconditionally released anddischarged, and no further action by such Guarantor, the Issuer or the Trustee is required for therelease of such Guarantor’s Guarantee, upon:     (1) (A) any sale, exchange or transfer (by merger, consolidation or otherwise) of(i) the Capital Stock of such Restricted Guarantor after which the applicable RestrictedGuarantor is no longer a Restricted Subsidiary or (ii) all or substantially all of theassets of such Restricted Guarantor, which sale, exchange or transfer is made in compliancewith Sections 4.10(a)(1) and (2) hereof;     (B) the designation of any Restricted Subsidiary that is a Guarantor as anUnrestricted Subsidiary;     (C) such Restricted Guarantor ceasing to be a Restricted Subsidiary as a resultof a transaction or designation permitted under this Indenture; provided,however, if such Restricted Guarantor, immediately prior thereto,was a guarantor of other capital markets debt securities of the Issuer or aGuarantor and continues to be a guarantor of such other capital markets debtsecurities of the Issuer or a Guarantor, no such release shall be permitted;     (D) the exercise by the Issuer of its legal defeasance option or covenantdefeasance option as set forth in Article 8 hereof or the discharge of theIssuer’s obligations under this Indenture in accordance with the terms setforth in Article 12 hereof; and          (2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion ofCounsel, each stating that all conditions precedent provided for in this Indenture relatingto such transaction have been complied with.
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ARTICLE 11SATISFACTION AND DISCHARGESection 11.01 Satisfaction and Discharge.          This Indenture shall be discharged and shall cease to be of further effect as to all 2017 BNotes, when either:     (1) all 2017 B Notes theretofore authenticated and delivered, except lost, stolen ordestroyed 2017 B Notes which have been replaced or paid and 2017 B Notes for whose paymentmoney has theretofore been deposited in trust, have been delivered to the Trustee forcancellation; or     (2) (A) all 2017 B Notes not theretofore delivered to the Trustee for cancellation havebecome due and payable by reason of the making of a notice of redemption or otherwise, shallbecome due and payable within one year or are to be called for redemption and redeemedwithin one year under arrangements satisfactory to the Trustee for the giving of notice ofredemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer orany Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trustfunds in trust solely for the benefit of the Holders of the 2017 B Notes cash in U.S.dollars, Government Securities, or a combination thereof, in such amounts as will besufficient without consideration of any reinvestment of interest to pay and discharge theentire indebtedness on the 2017 B Notes not theretofore delivered to the Trustee forcancellation for principal, premium, if any, and accrued interest to the date of maturity orredemption thereof, as the case may be;     (B) no Default (other than that resulting from borrowing funds to be applied tomake such deposit or any similar and simultaneous deposit relating to otherIndebtedness and in each case, the granting of Liens in connection therewith) withrespect to this Indenture or the 2017 B Notes shall have occurred and be continuingon the date of such deposit or shall occur as a result of such deposit and suchdeposit shall not result in a breach or violation of, or constitute a default underany Senior Credit Facility or any other material agreement or instrument governingIndebtedness (other than this Indenture) to which the Issuer or any Guarantor is aparty or by which the Issuer or any Guarantor is bound (other than resulting fromany borrowing of funds to be applied to make such deposit and any similar andsimultaneous deposit relating to other Indebtedness and, in each case, the grantingof Liens in connection therewith);     (C) the Issuer has paid or caused to be paid all sums payable by it under thisIndenture; and     (D) the Issuer has delivered irrevocable instructions to the Trustee to applythe deposited money toward the payment of the 2017 B Notes at maturity or theredemption date, as the case may be.          In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to theTrustee stating that all conditions precedent to satisfaction and discharge have been satisfied.
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          Notwithstanding the satisfaction and discharge of this Indenture, if money shallhave been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive such satisfactionand discharge.Section 11.02 Application of Trust Money.          Subject to the provisions of Section 8.06 hereof, all money deposited with the Trusteepursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with theprovisions of the 2017 B Notes and this Indenture, to the payment, either directly or through anyPaying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, tothe Persons entitled thereto, of the principal (and premium and Special Interest, if any) andinterest for whose payment such money has been deposited with the Trustee; but such money need notbe segregated from other funds except to the extent required by law.          If the Trustee or Paying Agent is unable to apply any money or Government Securities inaccordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order orjudgment of any court or governmental authority enjoining, restraining or otherwise prohibitingsuch application, the Issuer’s and any Guarantor’s obligations under this Indenture and the 2017 BNotes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01hereof; provided that if the Issuer has made any payment of principal of, premium andSpecial Interest, if any, or interest on any 2017 B Notes because of the reinstatement of itsobligations, the Issuer shall be subrogated to the rights of the Holders of such 2017 B Notes toreceive such payment from the money or Government Securities held by the Trustee or Paying Agent.ARTICLE 12MISCELLANEOUSSection 12.01Trust Indenture Act Controls.          If any provision of this Indenture limits, qualifies or conflicts with the duties imposed byTrust Indenture Act Section 318(c), the imposed duties shall control.Section 12.02 Notices.          Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is dulygiven if in writing and delivered in person or mailed by first-class mail (registered or certified,return receipt requested), facsimile or overnight air courier guaranteeing next day delivery, tothe others’ address:If to the Issuer and/or any Guarantor:Clear Channel Outdoor Holdings, Inc.