ex_4-1.htm


     

    Exhibit 4.1

    
 

    


      81⁄4%
Senior Notes due 2015

    

     

    __________________

     

     

    SIXTH
SUPPLEMENTAL INDENTURE

     

    Dated
as of July 10, 2008

     

    AMONG

     

    QUICKSILVER
RESOURCES INC.,

     

    THE
SUBSIDIARY GUARANTORS PARTIES HERETO

     

    AND

     

    THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

    as
TRUSTEE

     

     

    TO

     

     

    INDENTURE

     

    Dated
as of December 22, 2005

     

    AMONG

     

    QUICKSILVER
RESOURCES, INC.

     

    AND

     

    THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

    as
TRUSTEE

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        


        This
SIXTH SUPPLEMENTAL INDENTURE, dated as of July 10, 2008 (this “Supplemental
Indenture”), is made by and among QUICKSILVER RESOURCES INC., a Delaware
corporation (the “Company”), the Subsidiary Guarantors (as defined in the
Indenture referred to herein) and THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A. (formerly named The Bank of New York Trust Company, N.A.), a national
banking association duly organized and existing under the laws of the United
States of America (as successor in interest to JPMorgan Chase Bank, National
Association (the “Initial Trustee”)), as trustee
(the “Trustee”).

         

        W I T N E
S S E T H

         

        WHEREAS,
the Company and the Initial Trustee executed and delivered an Indenture (the
“Original Indenture”), dated as of December 22, 2005, as supplemented by a Fifth
Supplemental Indenture dated as of June 27, 2008, among the Company, the
Subsidiary Guarantors party thereto and the Trustee (the “Fifth Supplemental
Indenture” and, together with the Original Indenture, the “Indenture”), pursuant
to which the Company has issued $475,000,000 aggregate principal amount of 73⁄4%
Senior Notes due 2015 (the “Notes”);

         

        WHEREAS,
Section 5.01(a) of the Fifth Supplemental Indenture provides that the provisions
of Section 10.01 of the Original Indenture apply to the Notes;

         

        WHEREAS,
Section 10.01(h) of the Original Indenture provides that, without the consent of
or notice to any Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more
supplemental indentures to cure any ambiguity, to correct or supplement any
provision which may be defective or inconsistent with any other provision, or to
make any other provisions with respect to matters or questions arising under the
Indenture, provided that such action will not adversely affect the interests of
the Holders of Securities of any series in any material respect;
and

         

        WHEREAS,
the Board has approved an increase in the interest rate on the Notes from 73⁄4% to
81⁄4%, such increase to be effective as of June 27, 2008;

         

        NOW
THEREFORE, in consideration of the foregoing, the Company, the Subsidiary
Guarantors and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:

         

        ARTICLE
I

         

        Section
1.01    Effect.  This
Supplemental Indenture is supplemental to the Indenture and does and shall be
deemed to form a part of, and shall be construed in connection with and as part
of, the Indenture for any and all purposes.

         

        Section
1.02    Effective
Time.  This Supplemental Indenture shall become effective
immediately upon its execution and delivery by the Company, the Subsidiary
Guarantors and the Trustee.

         

        ARTICLE
II

         

        Section
2.01    Amendment to Cover
Page.  The reference to “73⁄4%” contained on the cover page of
the Fifth Supplemental Indenture is hereby amended to read “81⁄4%”.

         

        Section
2.02    Amendment to Table of
Contents.  The reference to  “ARTICLE
I  73⁄4% SENIOR NOTES DUE 2015” contained in the table of contents of
the Fifth Supplemental Indenture is hereby amended to read “ARTICLE
I  81⁄4% SENIOR NOTES DUE 2015”.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Section
2.03    Amendments to Article
I.

         

        (a)    The
heading to Article I of the Fifth Supplemental Indenture is hereby amended to
read in its entirety as follows:

         

        ARTICLE
I

        81⁄4%
SENIOR NOTES DUE 2015

        


        (b)    The first
sentence of the first paragraph of Section 1.01 of the Fifth Supplemental
Indenture is hereby amended to read in its entirety as follows:

         

        “There is
hereby established a new series of senior notes to be issued under the
Indenture, to be designated as the Company’s 81⁄4% Senior Notes due 2015
(the “Notes”).”

         

        (c)    The
second sentence of the first paragraph of Section 1.03 of the Fifth Supplemental
Indenture is hereby amended to read in its entirety as follows:

         

        “The
unpaid principal amount of the Notes shall bear interest at the rate of 81⁄4% per
year until paid or duly provided for, such interest to accrue from June 27,
2008 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for.”

         

        Section
2.04    Amendments to Exhibit
A.  Exhibit A to the Fifth Supplemental Indenture is hereby
amended to read in its entirety as set forth in Exhibit A to this
Supplemental Indenture.  Notwithstanding Section 1.05 of the Fifth
Supplemental Indenture or any other provision of the Indenture, a new Global
Note in substantially the form set forth in Exhibit A to this
Supplemental Indenture may be exchanged for the Global Note of the Company dated
June 27, 2008.

         

        Section
2.05    Amendments to Exhibit
B.  All references to “73⁄4%” contained in Exhibit B, Form of
Supplemental Indenture to be Delivered by Subsequent Guarantors, to the Fifth
Supplemental Indenture are hereby amended to read “81⁄4%”.

         

        ARTICLE
III

         

        Section
3.01    Ratification of
Indenture.  Except as specifically modified herein, the
Indenture and the Notes are in all respects ratified and confirmed (mutatis
mutandis) and shall remain in full force and effect in accordance with their
terms.

         

        Section
3.02    Defined
Terms.  All capitalized terms used but not defined herein shall
have the same respective meanings ascribed to them in the
Indenture.

         

        Section
3.03    Trustee.  Except
as otherwise expressly provided herein, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustee by
reason of this Supplemental Indenture.  This Supplemental Indenture is
executed and accepted by the Trustee subject to all of the terms and conditions
set forth in the Indenture with the same force and effect as if those terms and
conditions were repeated at length herein and made applicable to the Trustee
with respect hereto.

         

        Section
3.04    Governing
Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         

        Section
3.05    Counterparts.  The
parties may sign any number of copies of this Supplemental
Indenture.  Each signed copy shall be an original, but all of them
together represent the same agreement.

         

        Section
3.06    Headings.  The
headings herein are inserted for convenience of reference only and are not
intended to be part of, or to affect the meaning or interpretation of, this
Supplemental Indenture.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        Section
3.07    Recitals by the
Company.  The recitals hereto are statements only of the
Company and shall not be considered statements of or attributable to the
Trustee.

         

        


        


        [Signature
Page Follows]

         


        
          
             


          

          
            3

            
              

            

          

          
             


          

        

      

    


    IN
WITNESS WHEREOF, each party hereto has caused this instrument to be signed in
its name and behalf by its duly authorized officers, all as of the day and year
first above written.

     

    
      
        	Attest:	 	QUICKSILVER
      RESOURCES INC.	 
	 	 	 	 	 
	
                /s/
      John C. Cirone

              	 	By:	
                /s/
      Philip Cook

              	 
	
                John
      C. Cirone

              	 	 	
                Philip
      Cook

              	 
	
                Secretary

              	 	 	
                Senior
      Vice President - Chief Financial Officer

              	 


      

      
        	 	 	 	 	 
	 	 	COWTOWN
      PIPELINE FUNDING, INC.,	 
	Attest:	 	as
      Subsidiary Guarantor	 


      

      
      

    

    
      
        	 	 	 	 	 
	
                /s/
      John C. Cirone

              	 	By:	
                /s/
      Philip Cook

              	 
	
                John
      C. Cirone

              	 	 	
                Philip
      Cook

              	 
	
                Secretary

              	 	 	
                Senior
      Vice President - Chief Financial Officer

              	 


      

    

    
      
        	
              	 	 	 	 
	 	 	COWTOWN
      PIPELINE MANAGEMENT, INC.,	 
	Attest:	 	as
      Subsidiary Guarantor	 


      

      
      

      
        
          	 	 	 	 	 
	
                  /s/
      John C. Cirone

                	 	By:	
                  /s/
      Philip Cook

                	 
	
                  John
      C. Cirone

                	 	 	
                  Philip
      Cook

                	 
	
                  Secretary

                	 	 	
                  Senior
      Vice President - Chief Financial Officer

                	 


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	 	COWTOWN
      PIPELINE L.P.,	 
	 	 	as
      Subsidiary Guarantor	 
	 	 	 	 	 


      

      
      

      
        
          	 	 	By:	COWTOWN
      PIPELINE MANAGEMENT, INC.,	 
	 Attest:	 	 	its
      general partner	 
	 	 	 	 	 
	
                  /s/
      John C. Cirone

                	 	By:	
                  /s/
      Philip Cook

                	 
	
                  John
      C. Cirone

                	 	 	
                  Philip
      Cook

                	 
	
                  Secretary

                	 	 	
                  Senior
      Vice President - Chief Financial Officer

                	 


        

      

    

    
      
        	
              	 	 	 	 
	 	 	COWTOWN
      GAS PROCESSING L.P.,	 
	 	 	as
      Subsidiary Guarantor	 
	 	 	 	 	 
	 	 	By:	COWTOWN
      PIPELINE MANAGEMENT, INC.,	 
	Attest:	 	 	its
      general partner	 


      

      
      

      
        
          	 	 	 	 	 
	
                  /s/
      John C. Cirone

                	 	By:	
                  /s/
      Philip Cook

                	 
	
                  John
      C. Cirone

                	 	 	
                  Philip
      Cook

                	 
	
                  Secretary

                	 	 	
                  Senior
      Vice President - Chief Financial Officer

                	 


          	
                	 	 	 	 
	 	 	 	 	 
	 	 	 	THE
      BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee	 
	Attest:	 	 	 	 


          
          

          
            
              	 	 	 	 	 
	
                      /s/
      Mauri J. Cowen

                    	 	By:	
                      /s/
      Brian Echausse

                    	 
	
                      Name: 
      Mauri J. Cowen

                    	 	 	
                      Name: 
      Brian Echausse

                    	 
	
                      Title: 
      Vice President

                    	 	 	
                      Title: 
      Assistant Treasurer

                    	 


            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

     

    
      Form
of 81⁄4% Senior Note due 2015

       

      UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO QUICKSILVER RESOURCES INC. OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

       

      THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS
SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES
REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, AND
NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON
REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS SECURITY
WILL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.

       

    

    
      
        A-1

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CUSIP No.
74837RAE4

    ISIN No.
US74837RAE45

     

    [Face of
Note]

     

    
      81⁄4%
Senior Notes due 2015

    

     

    Principal
amount at Maturity $475,000,000

     

    


     

    QUICKSILVER
RESOURCES INC.

     

    Quicksilver
Resources Inc., a Delaware corporation (the “Company”) promises to pay to
______________, or registered assigns, the principal sum of 475,000,000 Dollars on August 1,
2015 or such greater or lesser amount as may be indicated on Schedule A
hereto.

     

    
      
        	
                Interest
      Payment Dates:

              	
                February
      1 and August 1, commencing February 1, 2009

              
	 	 
	
                Regular
      Record Dates:

              	
                January
      15 and July 15

              


      

    

     

    Additional
provisions of this Note are set forth on the other side of this
Note.

     

    
      
        	Dated:	 	 
	 	 	 
	 	QUICKSILVER
      RESOURCES INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


      

    

     

    
      	Attest:	 	 
	 	 	 
	 By:	
               

            	 
	 	 	 


    

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

    This is
one of the Global Notes referred to in the
within-mentioned Indenture:

     

    THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.

        as
Trustee

     

    
      
        	 By:	
                 

              	 
	 	
                Authorized
      Signatory

              	 


      

    

     

    
      
        A-2

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [FORM OF
REVERSE OF NOTE]

     

    81⁄4%
Senior Notes due 2015

     

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

     

    (1)    Interest.  Quicksilver
Resources Inc., a Delaware corporation (together with its permitted successors,
the “Company”), promises to pay interest on the principal amount of this Note at
81⁄4% per annum from June 27, 2008 until the principal hereof is paid or made
available for payment.  The Company shall pay interest, if any,
semi-annually in arrears on February 1 and August 1 of each such year,
commencing February 1, 2009 or if any such day is not a Business Day, on
the next succeeding Business Day (each an “Interest Payment Date”). Interest on
the Notes shall accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from the date of issuance[; provided that if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be the first of February 1 or August 1 to occur after the
date of issuance, unless such February 1 or August 1 occurs within one calendar month of
such date of issuance, in which case the first Interest Payment Date shall be
the second of February 1 or August 1 to occur after the date of
issuance]1.  Interest
shall be computed on the basis of a 360-day year of twelve 30-day
months.

     

    (2)    Method of
Payment.  The Company shall pay interest on the Notes (except
defaulted interest) to the Person in whose name(s) this Note is registered at
the close of business on the January 15 or July 15 next preceding the
Interest Payment Date (each, a “Regular Record Date”); provided that interest
payable at the Stated Maturity or on a Redemption Date as provided in the
Indenture will be paid to the Person to whom principal is payable. The Notes
shall be payable as to principal of or premium, if any, or interest at the
office or agency of the Company maintained for such purpose within or without
the City and State of New York, or, at the option of the Company, payment of
interest may be made by check mailed to the Holders at their addresses set forth
in the Security Register or by wire transfer at such place and to such account
at a banking institution in the United States as may be designated in writing to
the Trustee at least 15 days prior to the date for payment by the Person
entitled thereto. Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.

     

    (3)    Paying Agent and
Registrar.  Initially, The Bank of New York Mellon Trust
Company, N.A., the Trustee under the Indenture, shall act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

     

    (4)    Indenture.  The
Company issued the Notes under an Indenture, dated as of December 22, 2005 (the
“Original Indenture”), between
the Company and the Trustee, as supplemented by the Fifth Supplemental
Indenture, dated as of June 27, 2008, among the Company, the Subsidiary
Guarantors (as defined therein) parties thereto and the Trustee (the “Fifth
Supplemental Indenture”), and the Sixth Supplemental Indenture, dated as of July
10, 2008, among the Company, the Subsidiary Guarantors parties thereto and the
Trustee (the “Sixth Supplemental Indenture” and, together with the Original
Indenture and the Fifth Supplemental Indenture, the “Indenture”).  The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are senior obligations of the Company initially in the
aggregate principal amount of

     

    
      

    

    
      
        1           Insert
if Notes are Additional Notes.

         

        
          
            A-3

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      $475,000,000.  Subject
to compliance with Section 1.10 of the Fifth Supplemental Indenture, the Company
is permitted to issue Additional Notes under the Indenture in an unlimited
principal amount.  Any such Additional Notes that are actually issued
shall be treated as issued and outstanding Notes for all purposes of the
Indenture, unless the context clearly indicates otherwise.

    

     

    (5)    Guarantees.  This
Note is guaranteed by the Persons, if any, specified as Subsidiary Guarantors in
the Indenture to the extent provided in the Indenture.  The Subsidiary
Guarantees are equal in rank to the Senior Indebtedness of the applicable
Subsidiary Guarantor in the manner and to the extent provided in the
Indenture.

     

    (6)    Optional
Redemption.

     

    (a)    Except as
set forth in Section 1.08 of the Fifth Supplemental Indenture and clauses (b)
and (c) of this Paragraph 6, the Notes are not redeemable until August 1,
2012.  On and after August 1, 2012, the Company may redeem all
or, from time to time, a part of the Notes upon not less than 30 nor more than
60 days’ notice, at the following redemption prices (expressed as a percentage
of principal amount) plus accrued and unpaid interest on the Notes (the
“Redemption Price”), if any, to the applicable redemption date (subject to the
right of Holders of record on the Regular Record Date to receive interest due on
the relevant Interest Payment Date) (a “Redemption Date”), if redeemed during
the twelve-month period beginning on August 1 of the years indicated
below:

     

    
      	
              YEAR

            	
              Percentage

            
	 
      	 
      
	
              2012

            	
              103.875%

            
	
              2013

            	
              101.938%

            
	
              2014
      and thereafter

            	
              100.000%

            


    

    


    (b)    Notwithstanding
the provisions of clause (a) of this Paragraph 6, prior to August 1, 2011,
the Company may on any one or more occasions redeem up to 35% of the original
principal amount of the Notes issued under the Indenture at a redemption price
equal to 107.75% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the Redemption Date (subject to the right of Holders of
record on the relevant Regular Record Date to receive interest due on the
relevant Interest Payment Date), with the Net Cash Proceeds of one or more
equity offerings; provided that (1) at
least 65% of the aggregate principal amount of Notes (including any Additional
Notes) issued under the Indenture remains Outstanding immediately after the
occurrence of such redemption; and (2) that such redemption shall occur within
90 days of the date of the closing of such equity offering.

     

    (c)    In
addition, at any time prior to August 1, 2012, the Company may redeem the
Notes, in whole but not in part, at a Redemption Price equal to 100% of the
principal amount thereof plus the Applicable Premium plus accrued and unpaid
interest, if any, to the Redemption Date (subject to the right of Holders of
record on the relevant Regular Record Date to receive interest due on the
relevant Interest Payment Date).

     

    (7)    Offer to Repurchase Upon
Change of Control. Upon the occurrence of a Change of Control, the
Company will be required to offer to repurchase from each Holder all or any part
(equal to $1,000 or an integral multiple thereof) of such Holder’s Notes
pursuant to the offer described below (the “Change of Control Offer”) at an
offer price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest, if any, thereon to the date of purchase (the
“Change of Control Payment”). Within 30 days following any Change of Control,
the Company shall mail a notice to each Holder setting forth the procedures
governing the Change of Control Offer as required by the Indenture.

     

    (8)    Notice of Redemption.
Notice of redemption shall be mailed at least 30 days but not more than 60 days
before the redemption date to each Holder whose Notes are to be redeemed at its
address appearing in the Securities Register.  The Company shall
notify the Trustee of the Redemption Price with respect to the redemption
promptly after the calculation thereof.  The Trustee shall not be
responsible for calculating the Redemption Price.

     

    
      
        A-4

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (9)    Denominations, Transfer,
Exchange.  The Notes are in registered form without coupons in
minimum denominations of $1,000 and integral multiples of $1,000 in excess
thereof. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture.  Every Note presented or surrendered for
registration of transfer or exchange will (if so required by the Company or the
Trustee) be duly endorsed, or be accompanied by a written instrument or
instruments of transfer, in form reasonably satisfactory to the Company and the
Security Registrar duly executed, by the Holder thereof or his attorney duly
authorized in writing.  The Company need not exchange or register the
transfer of any Notes for a period of 15 days before the mailing of the notice
of redemption or any Note so selected for redemption in whole or in part, except
in the case of Notes to be redeemed in part, the portion thereof not being
redeemed.  No service charge will be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
therewith.

     

    (10)    Persons Deemed
Owners.  The registered Holder of a Note may be treated as its
owner for all purposes.

     

    (11)    Amendment, Supplement and
Waiver.  Subject to certain exceptions, the Indenture, the
Subsidiary Guarantees or the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the Notes,
and any existing default or compliance with any provision of the Indenture, the
Subsidiary Guarantees or the Notes (other than a Default or Event of Default in
the payment of the principal of or premium, if any, or interest on the Notes) or
compliance with any provision of the Indenture, the Subsidiary Guarantee or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the Notes.  Without the consent of any Holder of a Note, the
Indenture, the Subsidiary Guarantee or the Notes may be amended or supplemented
to (a) to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company under the
Indenture and in the Notes, all to the extent otherwise permitted under the
Indenture; (b) to add to the covenants of the Company for the benefit of the
Holders of all or any of the Notes or to surrender any right or power herein
conferred upon the Company; (c) to add any additional Events of Default; (d) to
add to or change any of the provisions of the Indenture to such extent as may be
necessary to permit or facilitate the issuance of Notes in bearer form,
registrable or not registrable as to principal, and with or without interest
coupons, or to permit or facilitate the issuance of Notes in uncertificated
form; (e) to add to, change, or eliminate any of the provisions of the Indenture
in respect of the Notes, provided that any
such addition, change, or elimination (i) will not apply to any of the
Notes created prior to the execution of such supplemental indenture and entitled
to the benefit of such provision, or (ii) will become effective only when
there are no Notes Outstanding (as defined in the Original Indenture); (f) to
establish the terms or form of Securities of any series as permitted by Sections
2.01 and 2.02 of the Original Indenture; (g) to evidence and provide for the
acceptance of appointment under the Indenture by a successor Trustee with
respect to the Notes and to add to or change any of the provisions of the
Indenture as may be necessary to provide for or facilitate the administration of
the trusts under the Indenture by more than one Trustee, pursuant to the
requirements of Section 9.10 of the Original Indenture; or (h) to cure any
ambiguity, to correct or supplement any provision of the Indenture which may be
defective or inconsistent with any other provision of the Indenture, or to make
any other provisions with respect to matters or questions arising under the
Indenture, provided that such
action pursuant to this clause (h) will not adversely affect the interests
of the Holders of the Notes in any material respect.

     

    (12)    Events of
Default.  Events of Default include (1) failure to pay
principal of or premium, if any, on any Note when due at its Stated Maturity;
(2) failure to pay any interest on any Note when due, which failure continues
for 30 calendar days; (3) failure by the Company or any Subsidiary Guarantor to
comply with its obligations under Section 3.11 of the Fifth Supplemental
Indenture; (4) failure by the Company to comply with any of its obligations
under Article III of the Fifth Supplemental Indenture (in each case, other than
a failure to purchase Notes which will constitute an Event of Default under
clause (5) of this Paragraph 12 and other than a failure to comply with Section
3.11 of the Fifth Supplemental Indenture which is covered by clause (3) of this
Paragraph 12), which failure or breach continues for 30 calendar days after
written notice thereof has been given to the Company as provided in the
Indenture; (5) failure to redeem or repurchase any Note when required to do so
under the terms thereof; (6) failure to perform, or breach of, any other
covenant of the Company in the Indenture (other than a covenant
included

     

    
      
        A-5

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    in the
Indenture solely for the benefit of a series of debt securities other than the
Notes), which failure or breach continues for 60 calendar days after written
notice thereof has been given to the Company as provided in the Indenture; (7)
any nonpayment at maturity or other default (beyond any applicable grace period)
under any agreement or instrument relating to any other Indebtedness of the
Company or a Significant Subsidiary, the unpaid principal amount of which is not
less than $15 million, which default results in the acceleration of the maturity
of the Indebtedness prior to its stated maturity or occurs at the final maturity
thereof; (8) specified events of bankruptcy, insolvency, or reorganization
involving the Company or a Significant Subsidiary; (9) failure by the Company or
any Significant Subsidiary or group of Restricted Subsidiaries that, taken
together (as of the latest audited consolidated financial statements for the
Company and its Restricted Subsidiaries), would constitute a Significant
Subsidiary to pay final judgments aggregating in excess of $15 million (net of
any amounts that a reputable and creditworthy insurance company has acknowledged
liability for in writing), which judgments are not paid, discharged or stayed
for a period of 60 days; or (10) any Subsidiary Guarantee of a Significant
Subsidiary or group of Subsidiary Guarantors that taken together as of the
latest audited consolidated financial statements for the Company and its
Restricted Subsidiaries would constitute a Significant Subsidiary ceases to be
in full force and effect (except as contemplated by the terms of the Indenture)
or is declared null and void in a judicial proceeding or any Subsidiary
Guarantor that is a Significant Subsidiary or group of Subsidiary Guarantors
that taken together as of the latest audited consolidated financial statements
of the Company and its Restricted Subsidiaries would constitute a Significant
Subsidiary denies or disaffirms its obligations under the Indenture or its
Subsidiary Guarantee.  If any Event of Default (other than an Event of
Default specified in clause (8) of this Paragraph) occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare the principal amount of all the Notes to be due
and payable immediately. Notwithstanding the foregoing, in the case of an Event
of Default specified in clause (8) of this Paragraph 12, all outstanding Notes
shall become due and payable immediately without any declaration or other act on
the part of the Trustee or any Holder.  However, at any time after a
declaration of acceleration with respect to the Notes has been made, but before
a judgment or decree based on such acceleration has been obtained, the holders
of a majority in principal amount of the Notes may, under specified
circumstances, rescind and annul such acceleration.

     

    Subject
to the duty of the Trustee to act with the required standard of care during an
Event of Default, the Trustee will have no obligation to exercise any of its
rights or powers under the Indenture at the request or direction of the Holders
of the Notes, unless holders of the Notes shall have furnished to the Trustee
reasonable security or indemnity.  Subject to the provisions of the
Indenture, including those requiring security or indemnification of the Trustee,
the Holders of a majority in principal amount of the Notes will have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Notes.  Pursuant to the Trust Indenture
Act, the Trustee is required, within 90 calendar days after the occurrence of a
Default in respect of the Notes, to give to the Holders of the Notes notice of
all uncured Defaults known to it, except that (other than in the case of a
Default of the character contemplated in clause (1) or (2) of this Paragraph 12)
the Trustee may withhold notice if and so long as it in good faith determines
that the withholding of notice is in the interests of the Holders of the
Notes.

     

    No Holder
of a Note will have any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder unless:  (a) the Holder has
previously given to the Trustee written notice of a continuing Event of Default;
(b) the Holders of at least 25% in aggregate principal amount of the outstanding
Notes have requested the Trustee to institute a proceeding in respect of the
Event of Default; (c) the Holder or Holders have furnished reasonable indemnity
to the Trustee to institute the proceeding as Trustee; (d) the Trustee has not
received from the Holders of a majority in principal amount of the outstanding
Notes a direction inconsistent with the request; and (e) the Trustee has failed
to institute the proceeding within 60 calendar days. However, the limitations
described above do not apply to a suit instituted by a Holder of a Note for
enforcement of payment of the principal of and interest on or after the
applicable due dates for the payment of such principal and
interest.

     

    (13)    Trustee Dealings with
Company.  The Trustee, in its individual or any other capacity,
may become the owner or pledgee of Notes and, subject to the terms of the
Indenture, may otherwise deal with the Company with the same rights it would
have if it were not Trustee.

     

    
      
        A-6

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (14)    No Recourse Against
Others.  No director, officer, employee, incorporator,
Affiliate or stockholder of the Company or any of the Subsidiary Guarantors, as
such, will have any liability for any obligations of the Company or such
Subsidiary Guarantor under the Notes, the Indenture, the Subsidiary Guarantee or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of Notes by accepting a Note waives and releases all
such liability.  The waiver and release are part of the consideration
for the issuance of the Notes.

     

    (15)    Authentication.  This
Note shall not be valid until authenticated by the manual signature of the
Trustee or an Authenticating Agent.

     

    (16)    Abbreviations.  Customary
abbreviations may be used in the name of a Holder or an assignee, such as: TEN
COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with rights of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

     

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

     

    (18)    Governing
Law.  This Note shall be governed by and construed in
accordance with the laws of the State of New York.

     

    (19)    Senior
Indebtedness.  The Company and each Subsidiary Guarantor hereby
designate the obligations with respect to the Notes and Subsidiary Guarantees as
Senior Indebtedness which is senior in right of payment in full to any
Subordinated Obligation of the Company or any Subsidiary
Guarantor.  The Company and each Subsidiary Guarantor further
designate the obligations with respect to the Notes and the Subsidiary
Guarantees as “Designated Senior Indebtedness” (as defined by the (i) 1.875%
Convertible Subordinated Debentures Indenture and (ii) the 71⁄8% Senior
Subordinated Notes Indenture) for all purposes under the (x) 1.875% Convertible
Subordinated Debentures Indenture and (y) 71⁄8% Senior Subordinated Notes
Indenture, with respect the Notes and the Subsidiary Guarantees,
respectively.

     

    
      
        A-7

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT
FORM

     

    
      	
              To assign this Note,
      fill in the form below and have your signature guaranteed:  (I) or
      (we) assign and transfer this Note to

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

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

            
	 
	and irrevocably
      appoint                             
      agent to transfer this Note on the books of the Company.  The agent
      may substitute another to act for him.
	 
	 
	 


    

     

    
      
        	
                Date:

              	 
      	 
      	
                Your
      Name:

              	 
      
	 
      	 
      	 
      	 
      	
                (Print
      your name exactly as it appears on the face of this
  Note)

              
	 
      	 
      	 
      	
                Your
      Signature:

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

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Signature
      Guarantee*:

              


      


      

    

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

    

     

    
      
        A-8

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

     

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

     

    
      	
              Date
      of Exchange

            	
              Amount
      of decrease in Principal Amount of this Global Note

            	
              Amount
      of increase in Principal Amount of this Global Note

            	
              Principal
      Amount of this Global Note following such decrease (or
      increase)

            	
              Signature
      of authorized officer of Trustee or Note
      Custodian

            
	 
      	 
      	 
      	 
      	 
      


    

     

    A-9