Exhibit 4.4


 




 





 


 


ACORDA THERAPEUTICS, INC.


 


 


    % SENIOR NOTES DUE 20  


 






 


 


INDENTURE


 


Dated as of               ,
20  


 






 


 


WILMINGTON TRUST COMPANY


 


Trustee


 


 




 




















 


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)

  	
   

  	
  7.10

  	
   

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  	
   

  
	
  311

  	
  (a)

  	
   

  	
  7.11

  	
   

  
	
   

  	
  (b)

  	
   

  	
  7.11

  	
   

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  	
   

  
	
  312

  	
  (a)

  	
   

  	
  2.05

  	
   

  
	
   

  	
  (b)

  	
   

  	
  11.03

  	
   

  
	
   

  	
  (c)

  	
   

  	
  11.03

  	
   

  
	
  313

  	
  (a)

  	
   

  	
  7.06

  	
   

  
	
   

  	
  (b)(2)

  	
   

  	
  7.06; 7.07

  	
   

  
	
   

  	
  (c)

  	
   

  	
  7.06; 10.02

  	
   

  
	
   

  	
  (d)

  	
   

  	
  7.06

  	
   

  
	
  314

  	
  (a)

  	
   

  	
  11.02; 11.05

  	
   

  
	
   

  	
  (c)(1)

  	
   

  	
  11.04

  	
   

  
	
   

  	
  (c)(2)

  	
   

  	
  11.04

  	
   

  
	
   

  	
  (c)(3)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (e)

  	
   

  	
  10.05

  	
   

  
	
   

  	
  (f)

  	
   

  	
  N.A.

  	
   

  
	
  315

  	
  (a)

  	
   

  	
  7.01

  	
   

  
	
   

  	
  (b)

  	
   

  	
  7.05; 11.02

  	
   

  
	
   

  	
  (c)

  	
   

  	
  7.01

  	
   

  
	
   

  	
  (d)

  	
   

  	
  7.01

  	
   

  
	
   

  	
  (e)

  	
   

  	
  6.11

  	
   

  
	
  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

  	
   

  
	
  317

  	
  (a)(1)

  	
   

  	
  6.08

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  6.09

  	
   

  
	
   

  	
  (b)

  	
   

  	
  2.04

  	
   

  
	
  318

  	
  (a)

  	
   

  	
  11.01

  	
   

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (c)

  	
   

  	
  11.01

  	
   

  



 






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

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  Section 1.01

  	
  Definitions

  	
  1

  	 

	
  Section 1.02

  	
  Other Definitions

  	
  8

  	 

	
  Section 1.03

  	
  Incorporation By Reference
  Of Trust Indenture Act

  	
  9

  	 

	
  Section 1.04

  	
  Rules Of Construction

  	
  9

  	 

	
   

  	
   

  	
   

  	 

	
  ARTICLE 2

  	
   

  	 

	
  THE NOTES

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  Section 2.01

  	
  Form and Dating

  	
  9

  	 

	
  Section 2.02

  	
  Execution and
  Authentication

  	
  11

  	 

	
  Section 2.03

  	
  Registrar and Paying Agent

  	
  11

  	 

	
  Section 2.04

  	
  Paying Agent to Hold Money
  in Trust

  	
  11

  	 

	
  Section 2.05

  	
  Holder Lists

  	
  12

  	 

	
  Section 2.06

  	
  Transfer and Exchange

  	
  12

  	 

	
  Section 2.07

  	
  Replacement Notes

  	
  22

  	 

	
  Section 2.08

  	
  Outstanding Notes

  	
  23

  	 

	
  Section 2.09

  	
  Treasury Notes

  	
  23

  	 

	
  Section 2.10

  	
  Temporary Notes

  	
  23

  	 

	
  Section 2.11

  	
  Cancellation

  	
  23

  	 

	
  Section 2.12

  	
  Defaulted Interest

  	
  24

  	 

	
  Section 2.13

  	
  CUSIP Numbers

  	
  24

  	 

	
   

  	
   

  	
   

  	 

	
  ARTICLE 3

  	
   

  	 

	
  REDEMPTION AND PREPAYMENT

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  Section 3.01

  	
  Notices to Trustee

  	
  24

  	 

	
  Section 3.02

  	
  Selection of Notes to Be
  Redeemed or Purchased

  	
  25

  	 

	
  Section 3.03

  	
  Notice of Redemption

  	
  25

  	 

	
  Section 3.04

  	
  Effect of Notice of
  Redemption

  	
  26

  	 

	
  Section 3.05

  	
  Deposit of Redemption or
  Purchase Price

  	
  26

  	 

	
  Section 3.06

  	
  Notes Redeemed or
  Purchased in Part

  	
  26

  	 

	
  Section 3.07

  	
  Optional Redemption

  	
  26

  	 

	
  Section 3.08

  	
  Mandatory Redemption

  	
  27

  	 

	
   

  	
   

  	
   

  	 

	
  ARTICLE 4

  	
   

  	 

	
  COVENANTS

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  Section 4.01

  	
  Payment of Notes

  	
  27

  
	
  Section 4.02

  	
  Maintenance of Office or
  Agency

  	
  27

  
	
  Section 4.03

  	
  Compliance Certificate

  	
  28

  
	
  Section 4.04

  	
  Limitation on Liens

  	
  28

  
	
  Section 4.05

  	
  Limitation on
  Sale/Leaseback Transactions

  	
  28

  



 


i

















 


	
  ARTICLE
  5

  	
   

  
	
  SUCCESSORS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  Merger,
  Consolidation, or Sale of Assets

  	
  29

  
	
  Section 5.02

  	
  Successor
  Corporation Substituted

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  6

  	
   

  
	
  DEFAULTS
  AND REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Events of
  Default

  	
  30

  
	
  Section 6.02

  	
  Acceleration

  	
  31

  
	
  Section 6.03

  	
  Other Remedies

  	
  32

  
	
  Section 6.04

  	
  Waiver of Past
  Defaults

  	
  33

  
	
  Section 6.05

  	
  Control by
  Majority

  	
  33

  
	
  Section 6.06

  	
  Limitation on
  Suits

  	
  33

  
	
  Section 6.07

  	
  Rights of
  Holders of Notes to Receive Payment

  	
  33

  
	
  Section 6.08

  	
  Collection Suit
  by Trustee

  	
  34

  
	
  Section 6.09

  	
  Trustee
  May File Proofs of Claim

  	
  34

  
	
  Section 6.10

  	
  Priorities

  	
  34

  
	
  Section 6.11

  	
  Undertaking for
  Costs

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  7

  	
   

  
	
  TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01

  	
  Duties of
  Trustee

  	
  35

  
	
  Section 7.02

  	
  Rights of
  Trustee

  	
  36

  
	
  Section 7.03

  	
  Individual
  Rights of Trustee

  	
  36

  
	
  Section 7.04

  	
  Trustee’s
  Disclaimer

  	
  36

  
	
  Section 7.05

  	
  Notice of
  Defaults

  	
  37

  
	
  Section 7.06

  	
  Reports by Trustee
  to Holders of the Notes

  	
  37

  
	
  Section 7.07

  	
  Compensation and
  Indemnity

  	
  37

  
	
  Section 7.08

  	
  Replacement of
  Trustee

  	
  38

  
	
  Section 7.09

  	
  Successor
  Trustee by Merger, etc.

  	
  39

  
	
  Section 7.10

  	
  Eligibility;
  Disqualification

  	
  39

  
	
  Section 7.11

  	
  Preferential
  Collection of Claims Against Company

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  8

  	
   

  
	
  LEGAL
  DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01

  	
  Option to Effect
  Legal Defeasance or Covenant Defeasance

  	
  39

  
	
  Section 8.02

  	
  Legal Defeasance
  and Discharge

  	
  39

  
	
  Section 8.03

  	
  Covenant
  Defeasance

  	
  40

  
	
  Section 8.04

  	
  Conditions to
  Legal or Covenant Defeasance

  	
  40

  
	
  Section 8.05

  	
  Deposited Money
  and Government Securities to be Held in Trust; Other Miscellaneous Provisions

  	
  41

  
	
  Section 8.06

  	
  Repayment to
  Company

  	
  42

  
	
  Section 8.07

  	
  Reinstatement

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  9

  	
   

  
	
  AMENDMENT,
  SUPPLEMENT AND WAIVER

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.01

  	
  Without Consent
  of Holders of Notes

  	
  42

  



 


ii

















 


	
  Section 9.02

  	
  With Consent of Holders of Notes

  	
  43

  
	
  Section 9.03

  	
  Compliance with
  Trust Indenture Act

  	
  44

  
	
  Section 9.04

  	
  Revocation and
  Effect of Consents

  	
  44

  
	
  Section 9.05

  	
  Notation on or
  Exchange of Notes

  	
  45

  
	
  Section 9.06

  	
  Trustee to Sign
  Amendments, etc

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
   

  
	
  SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.01

  	
  Satisfaction and
  Discharge

  	
  45

  
	
  Section 10.02

  	
  Application of
  Trust Money

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.01

  	
  Trust Indenture
  Act Controls

  	
  46

  
	
  Section 11.02

  	
  Notices

  	
  47

  
	
  Section 11.03

  	
  Communication by
  Holders of Notes with Other Holders of Notes

  	
  48

  
	
  Section 11.04

  	
  Certificate and
  Opinion as to Conditions Precedent

  	
  48

  
	
  Section 11.05

  	
  Statements
  Required in Certificate or Opinion

  	
  48

  
	
  Section 11.06

  	
  Rules by
  Trustee and Agents

  	
  48

  
	
  Section 11.07

  	
  No Personal
  Liability of Directors, Officers, Employees and Stockholders

  	
  48

  
	
  Section 11.08

  	
  Governing Law

  	
  49

  
	
  Section 11.09

  	
  No Adverse
  Interpretation of Other Agreements

  	
  49

  
	
  Section 11.10

  	
  Successors

  	
  49

  
	
  Section 11.11

  	
  Severability

  	
  49

  
	
  Section 11.12

  	
  Counterpart
  Originals

  	
  49

  
	
  Section 11.13

  	
  Table of
  Contents, Headings, etc.

  	
  49

  



 


iii

















 


EXHIBITS


 


	
  Exhibit A1

  	
   

  	
  FORM OF NOTE

  
	
  Exhibit A2

  	
   

  	
  FORM OF REGULATION
  S TEMPORARY  GLOBAL NOTE

  
	
  Exhibit B

  	
   

  	
  FORM OF
  CERTIFICATE OF TRANSFER

  
	
  Exhibit C

  	
   

  	
  FORM OF
  CERTIFICATE OF EXCHANGE

  
	
  Exhibit D

  	
   

  	
  FORM OF
  CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

  



 


iv

















 


INDENTURE dated as of                     ,
20     between Acorda Therapeutics, Inc., a Delaware
corporation (the “Company”) and Wilmington Trust
Company, a Delaware banking corporation (the “Trustee”).


 


The Company and the
Trustee agree as follows for the benefit of each other and for the equal and
ratable benefit of the Holders (as defined) of the       %
Senior Notes due 20     (the “Notes”):


 


ARTICLE 1


DEFINITIONS AND INCORPORATION


BY REFERENCE


 


Section 1.01           Definitions.


 


“144A Global Note”
means a Global Note substantially in the form of Exhibit A1 hereto bearing
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
will be issued in a denomination or denominations equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.


 


“IAI Global
Note” means a Global Note held by an Institutional Accredited
Investor.


 


“Additional Notes”
means additional Notes (other than the Initial Notes) issued under this
Indenture in accordance with Section 2.01 hereof, as part of the same
series as the Initial Notes.


 


“Affiliate” of
any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified
Person. For purposes of this definition, “control,” as used with respect to any
Person, means the possession, directly or indirectly, of the power to direpct
or cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise. For
purposes of this definition, the terms “controlling,” “controlled by” and “under common control with”
have correlative meanings.


 


“Applicable Procedures”
means, with respect to any transfer or exchange of or for beneficial interests
in any Global Note, the rules and procedures of the Depositary, Euroclear
and Clearstream that apply to such transfer or exchange.


 


“Bankruptcy Law”
means Title 11, U.S. Code or any similar federal or state law for the relief of
debtors.


 


“beneficial owner”
has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5
under the Exchange Act, except that in calculating the beneficial ownership of
any particular “person” (as that term is used in Section 13(d)(3) of
the Exchange Act), such “person” will be deemed to have beneficial ownership of
all securities that such “person” has the right to acquire by conversion, exchange
or exercise of other securities, whether such right is currently exercisable or
is exercisable only after the passage of time. The terms “beneficially owns”
and “beneficially owned” have a corresponding meaning.


 


“Board of
Directors” means:


 


(1) with respect to a corporation, the board of
directors of the corporation or any committee thereof duly authorized to act on
behalf of such board;


 


(2) with respect to a partnership, the Board of
Directors of the general partner of the partnership;


 


1

















 


(3) with respect to a limited liability company,
the managing member or members or any controlling committee of managing members
thereof; and


 


(4) with respect to any other Person, the board
or committee of such Person serving a similar function.


 


“Business Day”
means any day other than a Legal Holiday.


 


“Capital Stock”
means:


 


(1) in the case of a corporation, corporate
stock;


 


(2) in the case of an association or business
entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock;


 


(3) in the case of a partnership or limited
liability company, partnership interests (whether general or limited)
ormembership interests; and


 


(4) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person, but excluding 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.


 


“Clearstream”
means Clearstream Banking, S.A, and any and all successors thereto.


 


“Company” means the party named as such in
this Indenture, and any and all successors thereto.


 


“Corporate Trust Office of the
Trustee” will be at the address of the Trustee specified in Section 11.02
hereof or such other address as to which the Trustee may give notice to the
Company.


 


“Custodian”
means the Trustee, as custodian with respect to the Notes in global form, or
any successor entity thereto.


 


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


 


“Definitive Note”
means a certificated Note registered in the name of the Holder thereof and
issued in accordance with Section 2.06 hereof, substantially in the form
of Exhibit A1 hereto except that such Note shall not bear the Global Note
Legend and shall not have the “Schedule of Exchanges of Interests in the Global
Note” attached thereto.


 


“Depositary”
means, with respect to the Notes issuable or issued in whole or in part in
global form, the Person specified in Section 2.03 hereof as the Depositary
with respect to the Notes, and any and all successors thereto appointed as
depositary hereunder and having become such pursuant to the applicable
provision of this Indenture.


 


“Euroclear”
means Euroclear Bank, S.A./N.V., as operator of the Euroclear system, and any
and all successor thereto.


 


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


 


2

















 


 “Fair Market Value” means
the value that would be paid by a willing buyer to an unaffiliated willing
seller in a transaction not involving distress or necessity of either party, determined
in good faith by the Board of Directors of the Company pursuant to a resolution
of the Board of Directors.


 


“GAAP” means
generally accepted accounting principles set forth in the opinions and
pronouncements of the Public Company Accounting Oversight Board (including the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity that have been adopted by the Public Company Accounting Oversight
Board as constituting generally accepted accounting principles or as have otherwise
been approved by a significant segment of the accounting profession), which are
in effect on the date of this Indenture.


 


“Global Note Legend”
means the legend set forth in Section 2.06(f)(2) hereof, which is
required to be placed on all Global Notes issued under this Indenture.


 


“Global Notes”
means, individually and collectively, each of the Restricted Global Notes and
the Unrestricted Global Notes deposited with or on behalf of and registered in
the name of the Depository or its nominee, substantially in the form of Exhibit A1
hereto and that bears the Global Note Legend and that has the “Schedule of
Exchanges of Interests in the Global Note” attached thereto, issued in
accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(1), 2.06(d)(2) or
2.06(d)(3) hereof.


 


“Government Securities”
means direct obligations of, or obligations guaranteed by, the United States of
America, and the payment for which the United States pledges its full faith and
credit.


 


“Hedging Obligations”
means, with respect to any specified Person, the obligations of such Person
under:


 


(1) interest rate swap agreements (whether from
fixed to floating or from floating to fixed), interest rate cap agreements and
interest rate collar agreements;


 


(2) other agreements or arrangements designed to
manage interest rates or interest rate risk; and


 


(3) other agreements or arrangements designed to
protect such Person against fluctuations in currency exchange rates or
commodity prices.


 


“Holder” means
a Person in whose name a Note is registered.


 


“Indebtedness”
means any and all Obligations of a Person for money borrowed which, in
accordance with GAAP, would be reflected on the balance sheet of such Person as
a liability on the date as of which Indebtedness is to be determined.


 


“Indenture”
means this Indenture, as amended or supplemented from time to time.


 


“Indirect Participant”
means a Person who holds a beneficial interest in a Global Note through a
Participant.


 


“Initial Notes”
means the first $                    aggregate
principal amount of Notes issued under this Indenture on the date hereof.


 


3

















 


“Initial Purchasers”
means                                                     .


 


“Institutional Accredited
Investor” means an institution that is an “accredited
investor” as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act, who are not also QIBs.


 


“Legal Holiday”
means a Saturday, a Sunday or a day on which banking institutions in the City
of New York or at a place of payment are authorized by law, regulation or
executive order to remain closed. If a payment date is a Legal Holiday at a
place of payment, payment may be made at that place on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue on such payment for
the intervening period.


 


“Lien” means,
with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law, including any
conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to sell or give a security interest in
and any filing of or agreement to give any financing statement under the
Uniform Commercial Code (or equivalent statutes) of any jurisdiction.


 


“Non-U.S. Person”
means a Person who is not a U.S. Person.


 


“Notes” has the
meaning assigned to it in the preamble to this Indenture. The Initial Notes and
any Additional Notes shall be treated as a single class for all purposes under
this Indenture, and unless the context otherwise requires, all references to
the Notes shall include the Initial Notes and any Additional Notes.


 


“Obligations”
means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness.


 


“Officer”
means, with respect to any Person, the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, Chief Accounting Officer, the Treasurer, any Assistant
Treasurer, the Controller, the Secretary or any Vice-President of such Person.


 


“Officers’ Certificate”
means a certificate signed on behalf of the Company by two Officers of the
Company, one of whom must be the principal executive officer, the principal
financial officer, the treasurer or the principal accounting officer of the
Company, that meets the requirements of Section 11.05 hereof.


 


“Opinion of Counsel”
means an opinion from legal counsel who is reasonably acceptable to the
Trustee, that meets the requirements of Section 11.05 hereof. The counsel
may be an employee of or counsel to the Company, any Subsidiary of the Company
or the Trustee.


 


“Participant”
means, with respect to the Depositary, Euroclear or Clearstream, a Person who
has an account with the Depositary, Euroclear or Clearstream, respectively
(and, with respect to DTC, shall include Euroclear and Clearstream).


 


“Permitted Liens” means,
with respect to any Person:


 


(1) Liens
securing obligations other than Indebtedness;


 


(2) pledges or deposits by such Person under
workers’ compensation laws, unemployment insurance laws or similar legislation,
or good faith deposits in connection with bids, tenders,


 


4

















 


contracts
(other than for the payment of Indebtedness) or leases to which such Person is
a party, or deposits to secure public or statutory obligations of such Person
or deposits of cash or United States government bonds to secure surety or
appeal bonds to which such Person is a party, or deposits as security for
contested taxes or import duties or for the payment of rent, in each case incurred
in the ordinary course of business;


 


(3) Liens imposed by law, such as carriers’,
warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being
contested in good faith by appropriate proceedings or other Liens arising out
of judgments or awards against such Person with respect to which such Person
shall then be proceeding with an appeal or other proceedings for review;


 


(4) Liens for taxes, assessments or other governmental
charges not yet due or payable or subject to penalties for non-payment or which
are being contested in good faith by appropriate proceedings;


 


(5) Liens in favor of issuers of surety or performance
bonds or letters of credit issued pursuant to the request of and for the
account of such Person in the ordinary course of its business;


 


(6) survey exceptions, encumbrances, easements or
reservations of, or rights of others for, licenses, rights-of-way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or zoning
or other restrictions as to the use of real property or Liens incidental to the
conduct of the business of such Person or to the ownership of its properties
which were not incurred in connection with Indebtedness for borrowed money and
which do not in the aggregate materially adversely affect the value of said
properties or materially impair their use in the operation of the business of
such Person;


 


(7) Liens
securing Indebtedness incurred to finance the construction, purchase or lease
of, or repairs, improvements or additions to, property of such Person; provided, however, that
the Lien may not extend to any other property (other than property related to
the property being financed) owned by such Person or any of its Subsidiaries at
the time the Lien is incurred, and the Indebtedness (other than any interest
thereon) secured by the Lien may not be incurred more than 180 days after the
later of the acquisition, completion of construction, repair, improvement,
addition or commencement of full operation of the property subject to the Lien;


 


(8) Liens existing on the date of
issuance of the Initial Notes;


 


(9) Liens
on property or shares of stock of another Person at the time such other Person
becomes a Subsidiary of such Person; provided, however, that such Liens are not created, incurred or
assumed in connection with, or in contemplation of, such other Person
becoming such a Subsidiary; provided  further, that such Liens do not extend to any other property
owned by such Person or any of its Subsidiaries, except pursuant to
after-acquired property clauses         
existing in the applicable agreements at the time such Person becomes a
Subsidiary which do not extend to property transferred to such Person by the
Company;


 


(10) Liens
on property at the time such Person or any of its Subsidiaries acquires the
property, including any acquisition by means of a merger or
consolidation with or into such Person or any Subsidiary of such Person; provided, however, that
such Liens are not created, incurred or assumed in connection with, or in
contemplation of, such acquisition; provided  further, that the Liens do not extend to any other property
owned by such Person or any of its Subsidiaries;


 


5

















 


(11) Liens securing Indebtedness or other obligations of a
Subsidiary of such Person owing to such Person;


 


(12) Liens
securing Hedging Obligations;


 


(13)
Liens to secure any refinancing, extension, renewal, refunding, repayment,
redemption, defeasance, retirement or replacement (or successive refinancings,
extensions, renewals, refundings, repayments, redemptions, defeasances,
retirements or replacements, as applicable) as a whole, or in part, of any
Indebtedness secured by any Lien referred to in the foregoing clauses
(7), (8), (9) and (10); provided, however, that:


 


(A) such
new Lien shall be limited to all or part of the same property that secured the
original Lien (plus improvements, accessions, proceeds, dividends or
distributions in respect thereof); and


 


(B) 
the Indebtedness secured by such Lien at such time is not increased to any
amount greater than the sum of (i) the outstanding principal amount or, if
greater, committed amount of the Indebtedness secured by Liens described under
clauses (7), (8), (9) or (10) at the time the original Lien became a
Permitted Lien under this Indenture and (ii) an amount necessary to pay
any fees and expenses, including premiums, related to such refinancing,
extension, renewal, refunding, repayment, redemption, defeasance, retirement or
replacement, as applicable;


 


(14)
judgment Liens not giving rise to an Event of Default so long as any
appropriate legal proceedings which may have been duly initiated for the review
of such judgment have not been finally terminated or the period
within which such proceedings may be initiated has not expired;


 


(15) Liens
arising from Uniform Commercial Code financing statement filings regarding
leases that do not otherwise constitute Indebtedness entered into in the
ordinary course of business;


 


(16)  Liens (including leases and subleases of real
property) which are not material to the conduct of the business of the Company;


 


(17)  Liens which constitute bankers’ Liens, rights
of set-off or similar rights and remedies as to deposit accounts or other funds
maintained with any bank or other financial institution, whether
arising by operation of law or pursuant to contract;


 


(18)
Liens on specific items of inventory or other goods and proceeds of any Person
securing such Person’s obligations in respect of bankers’
acceptances issued or created for the account of such Person to facilitate the
purchase, shipment or storage of such inventory or other goods; and


 


(19)  Liens on specific items of inventory or other
goods and related documentation (and proceeds thereof) securing reimbursement obligations
in respect of trade letters of credit issued to ensure payment of the purchase
price for such items of inventory or other goods.


 


“Person” means
any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability
company or government or other entity.


 


6

















 


“Private Placement Legend”
means the legend set forth in Section 2.06(f)(1) hereof to be placed
on all Notes issued under this Indenture except where otherwise permitted by
the provisions of this Indenture.


 


“QIB” means a “qualified
institutional buyer” as defined in Rule 144A.


 


“Regulation S”
means Regulation S promulgated under the Securities Act.


 


“Regulation S Permanent Global
Note” means a permanent Global Note substantially in the form
of Exhibit A1 hereto bearing 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, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.


 


“Regulation S Temporary Global
Note” means a temporary Global Note substantially in the form
of Exhibit A2 hereto deposited with or on behalf of and registered in the
name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes initially sold in reliance on Rule 903
of Regulation S.


 


“Responsible Officer,”
when used with respect to the Trustee, means any officer within the Corporate
Trust Administration of the Trustee (or any successor group of the Trustee) or
any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject.


 


“Restricted Definitive Note”
means a Definitive Note bearing the Private Placement Legend.


 


“Restricted Global Note”
means a Global Note bearing the Private Placement Legend.


 


“Restricted Period”
means the 40-day distribution compliance period as defined in Regulation S.


 


“Rule 144”
means Rule 144 promulgated under the Securities Act.


 


“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.


 


“Sale/Leaseback
Transaction” means an arrangement relating to property, plant or equipment
now owned or hereinafter acquired by the Company or a Subsidiary thereof
whereby the Company or a Subsidiary thereof transfers such property, plant or
equipment to a Person and the Company or such Subsidiary leases it from such
Person, other than (i) leases between the Company and a Subsidiary thereof
or between Subsidiaries thereof or (ii) any such transaction entered into
with respect to any property, plant or equipment or any improvements thereto at
the time of, or within 180 days after, the acquisition or completion of
construction of such property, plant or equipment (or, if later, the commencement
of commercial operation of any such property, plant or equipment), as the case
may be, to finance the cost of such property, plant or equipment, or such
improvements, as the case may be.


 


“SEC” means the
Securities and Exchange Commission.


 


7

















 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Significant Subsidiary”
means any Subsidiary that would be a “significant subsidiary” as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act,
as such Regulation is in effect on the date of this Indenture.


 


“Subsidiary”
means, with respect to any specified Person:


 


(1) any corporation, association or other
business entity of which more than 50% of the total voting power of shares of
Capital Stock entitled (without regard to the occurrence of any contingency and
after giving effect to any voting agreement or stockholders’ agreement that
effectively transfers voting power) to vote in the election of directors,
managers or trustees of the corporation, association or other business entity
is at the time owned or controlled, directly or indirectly, by that Person or
one or more of the other Subsidiaries of that Person (or a combination
thereof); and


 


(2) any partnership (a) the sole general
partner or the managing general partner of which is such Person or a Subsidiary
of such Person or (b) the only general partners of which are that Person
or one or more Subsidiaries of that Person (or any combination thereof).


 


“TIA” means the
Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).


 


“Trustee” means
the party named as such in this Indenture until a successor replaces it in
accordance with the applicable provisions of this Indenture and thereafter means
the successor serving hereunder.


 


“Unrestricted Definitive Note”
means a Definitive Note that does not bear and is not required to bear the
Private Placement Legend.


 


“Unrestricted Global Note”
means a Global Note that does not bear and is not required to bear the Private
Placement Legend.


 


“U.S. Person”
means a U.S. Person as defined in Rule 902(k) promulgated under the
Securities Act.


 


Section 1.02           Other Definitions.


 


	
   

  	
   

  	
  Defined in

  	
   

  
	
  Term

  	
   

  	
  Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Authentication Order”

  	
   

  	
  2.02

  	
   

  
	
  “Covenant Defeasance”

  	
   

  	
  8.03

  	
   

  
	
  “DTC”

  	
   

  	
  2.03

  	
   

  
	
  “Event of Default”

  	
   

  	
  6.01

  	
   

  
	
  “Legal Defeasance”

  	
   

  	
  8.02

  	
   

  
	
  “Paying Agent”

  	
   

  	
  2.03

  	
   

  
	
  “Payment Default”

  	
   

  	
  6.01

  	
   

  
	
  “Redemption Date”

  	
   

  	
  3.07

  	
   

  
	
  “Registrar”

  	
   

  	
  2.03

  	
   

  



 


8

















 


Section 1.03           Incorporation by
Reference of Trust Indenture Act.


 


Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in
and made a part of this Indenture.


 


The following TIA terms
used in this Indenture have the following meanings:


 


“indenture trustee”
means the Trustee; and


 


“obligor” on
the Notes means the Company and any successor obligor upon the Notes.


 


All other terms used in
this Indenture and not otherwise defined that are defined by the TIA, defined
by TIA with reference to another statute or defined by SEC rule under the
TIA have the meanings so assigned to them.


 


Section 1.04           Rules of
Construction.


 


Unless the context
otherwise requires:


 


(1) a term has the meaning assigned to it;


 


(2) an accounting term not otherwise defined has
the meaning assigned to it in accordance with GAAP;


 


(3) “or” is not exclusive;


 


(4) words in the singular include the plural, and
in the plural include the singular;


 


(5) “will” shall be interpreted to express a
command;


 


(6) provisions apply to successive events and
transactions;


 


(7) “including” means including without limitation; and


 


(8) references to sections of or rules under
the Securities Act will be deemed to include substitute, replacement of
successor sections or rules adopted by the SEC from time to time.


 


ARTICLE 2


THE NOTES


 


Section 2.01           Form and Dating.


 


(a) General. The
Notes and the Trustee’s certificate of authentication will be substantially in
the form of Exhibits A1 and A2 hereto. The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage. Each Note will
be dated the date of its authentication. The Notes shall be in denominations of
$1,000 and integral multiples thereof; provided, however, that the Company may from time to time issue, and
may instruct the Trustee to authenticate, one or more Global Notes or
Definitive Notes in denominations less than $1,000 in exchange for one or more
outstanding Global Notes if, and solely to the extent that, reliance on this
proviso is necessary to accommodate book-entry positions that have been created
in denominations less than $1,000 by the Depositary.


 


9

















 


The Company shall be
entitled to issue Additional Notes under this Indenture, which Additional Notes
shall be of the same series as the Initial Notes and have identical terms as
the Initial Notes, other than with respect to the date of issuance and the
issuance price.


 


The terms and provisions
contained in the Notes will constitute, and are hereby expressly made, a part
of this Indenture and the Company and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby. However, to the extent any provision of any Note conflicts
with the express provisions of this Indenture, the provisions of this Indenture
shall govern and be controlling.


 


(b) Global Notes. Notes
issued in global form will be substantially in the form of Exhibits A1 or A2
hereto (including the Global Note Legend thereon and the “Schedule of Exchanges
of Interests in the Global Note” attached thereto). Notes issued in definitive
form will be substantially in the form of Exhibit A1 hereto (but without
the Global Note Legend thereon and without the “Schedule of Exchanges of
Interests in the Global Note” attached thereto). Each Global Note will
represent such of the outstanding Notes as will be specified therein and each
shall provide that it represents the aggregate principal amount of outstanding
Notes from time to time endorsed thereon and that the aggregate principal
amount of outstanding Notes represented thereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges and redemptions. Any
endorsement of a Global Note to reflect the amount of any increase or decrease
in the aggregate principal amount of outstanding Notes represented thereby will
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. Notes
offered and sold in reliance on Regulation S will be issued initially in the
form of the Regulation S Temporary Global Note, which will be deposited on
behalf of the purchasers of the Notes represented thereby with the Trustee, at
its New York office, as custodian for the Depositary, and registered in the
name of the Depositary or the nominee of the


 


Depositary
for the accounts of designated agents holding on behalf of Euroclear or
Clearstream, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The Restricted Period will be terminated upon the receipt
by the Trustee of:


 


(1) a written certificate from the Depositary,
together with copies of certificates from Euroclear and Clearstream certifying
that they have received certification of non-United States beneficial ownership
of 100% of the aggregate principal amount of the Regulation S Temporary Global
Note (except to the extent of any beneficial owners thereof who acquired an
interest therein during the Restricted Period pursuant to another exemption
from registration under the Securities Act and who will take delivery of a
beneficial ownership interest in a 144A Global Note or an IAI Global Note
bearing a Private Placement Legend, all as contemplated by Section 2.06
hereof); and


 


(2) an Officers’ Certificate from the Company.


 


Following the termination
of the Restricted Period, beneficial interests in the Regulation S Temporary
Global Note will be exchanged for beneficial interests in the Regulation S
Permanent Global Note pursuant to the Applicable Procedures. Simultaneously
with the authentication of the Regulation S Permanent Global Note, the Trustee
will cancel the Regulation S Temporary Global Note. The aggregate principal
amount of the Regulation S Temporary Global Note and the Regulation S Permanent
Global Note may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary or its nominee, as the case
may be, in connection with transfers of interest as hereinafter provided.


 


10

















 


(3) Euroclear and Clearstream
Procedures Applicable. The provisions of the “Operating Procedures
of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear”
and the “General Terms and Conditions of Clearstream Banking” and “Customer
Handbook” of Clearstream (or of any successor documents of the foregoing) will
be applicable to transfers of beneficial interests in the Regulation S
Temporary Global Note and the Regulation S Permanent Global Note that are held
by Participants through Euroclear or Clearstream.


 


Section 2.02           Execution and
Authentication.


 


At least one Officer must
sign the Notes for the Company by manual or facsimile signature.


 


If an Officer whose
signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note will nevertheless be valid.


 


A Note will not be valid
until authenticated by the manual signature of the Trustee. The signature will
be conclusive evidence that the Note has been authenticated under this
Indenture.


 


The Trustee will, upon
receipt of a written order of the Company signed by two Officers (an “Authentication Order”), authenticate Notes for original
issue that may be validly issued under this Indenture, including any Additional
Notes. The aggregate principal amount of Notes outstanding at any time may not
exceed the aggregate principal amount of Notes authorized for issuance by the
Company pursuant to one or more Authentication Orders, except as provided in Section 2.07
hereof.


 


The Trustee may appoint
an authenticating agent acceptable to the Company to authenticate Notes. An
authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference 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 the Company.


 


Section 2.03           Registrar and Paying
Agent.


 


The Company will maintain
an office or agency where Notes may be presented for registration of transfer
or for exchange (“Registrar”) and an office or
agency where Notes may be presented for payment (“Paying Agent”).
The Registrar will keep a register of the Notes and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term “Registrar” includes any co-registrar and
the term “Paying Agent” includes any additional paying agent. The Company may
change any Paying Agent or Registrar without notice to any Holder. The Company
will notify the Trustee in writing of the name and address of any Agent not a
party to this Indenture. If the Company fails to appoint or maintain another
entity as Registrar or Paying Agent, the Trustee shall act as such. The Company
or any of its Subsidiaries may act as Paying Agent or Registrar.


 


The Company initially
appoints The Depository Trust Company (“DTC”) to act
as Depositary with respect to the Global Notes.


 


The Company initially
appoints the Trustee to act as the Registrar and Paying Agent and to act as
Custodian with respect to the Global Notes.


 


Section 2.04           Paying Agent to Hold
Money in Trust.


 


The Company will require
each Paying Agent other than the Trustee to agree in writing that the Paying
Agent will hold in trust for the benefit of Holders or the Trustee all money
held by the Paying Agent for the payment of all amounts payable to the Trustee
under the first clause of Section 6.10, and of


 


11

















 


principal, premium, if any, and interest on the Notes,
and will notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee and to
account for any monies already paid. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) will have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent,
it will segregate and hold in a separate trust fund for the benefit of the
Holders or the Trustee all money held by it as Paying Agent. Upon any bankruptcy
or reorganization proceedings relating to the Company, the Trustee will serve
as Paying Agent for the Notes.


 


Section 2.05           Holder Lists.


 


The Trustee will preserve
in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of all Holders and shall otherwise
comply with TIA § 312(a). If the Trustee is not the Registrar, the Company
will furnish to the Trustee at least seven Business Days before each interest
payment date and at such other times as the Trustee may request in writing, a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of the Holders of Notes and the Company shall otherwise
comply with TIA § 312(a).


 


Section 2.06           Transfer and Exchange.


 


(a) Transfer and Exchange of
Global Notes. A Global Note may not be transferred except as a whole
by the Depositary to a nominee of the Depositary, by a nominee of the
Depositary to the Depositary or to another nominee of the Depositary, or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary. All Global Notes will be exchanged by the Company for
Definitive Notes if:


 


(1) the Company delivers to the Trustee notice
from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by
the Company within 120 days after the date of such notice from the Depositary;


 


(2) the Company delivers notice to the Trustee
that the Company, in its sole discretion, has determined that the Global Notes
(in whole but not in part) should be exchanged for Definitive Notes and
delivers a written notice to such effect to the Trustee; provided
that in no event shall the Regulation S Temporary Global Note be exchanged by
the Company for Definitive Notes prior to (A) the expiration of the
Restricted Period and (B) the receipt by the Registrar of any certificates
required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act;
or


 


(3) the Company delivers notice to the Trustee
that there has occurred and is continuing a Default or Event of Default with
respect to the Notes.


 


Upon the occurrence of
either of the preceding events in (1), (2) or (3) above, Definitive
Notes shall be issued in such names as the Depositary shall instruct the
Trustee. Global Notes also may be exchanged or replaced, in whole or in part,
as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall
be authenticated and delivered substantially in the form of, and shall be, a
Global Note. A Global Note may not be exchanged for another Note other than as
provided in this Section 2.06(a), however, beneficial interests in a
Global Note may be transferred and exchanged as provided in Section 2.06(b) or
(c) hereof.


 


12

















 


(b) Transfer and Exchange of
Beneficial Interests in the Global Notes. The transfer and exchange
of beneficial interests in the Global Notes will be effected through the
Depositary, in accordance with the provisions of this Indenture and the Applicable
Procedures. Beneficial interests in the Restricted Global Notes will be subject
to restrictions on transfer comparable to those set forth herein to the extent
required by the Securities Act. Transfers of beneficial interests in the Global
Notes also will require compliance with either subparagraph (1) or (2) below,
as applicable, as well as one or more of the other following subparagraphs, as
applicable:


 


(1) Transfer of Beneficial
Interests in the Same Global Note. Beneficial interests in any Restricted
Global Note may be transferred to Persons who take delivery thereof in the form
of a beneficial interest in the same Restricted Global Note in accordance 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 made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser). Beneficial interests in any Unrestricted Global Note may be
transferred to Persons who take delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note. No written orders or instructions
shall be required to be delivered to the Registrar to effect the transfers
described in this Section 2.06(b)(1).


 


(2) 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
to Section 2.06(b)(1) above, the transferor of such beneficial
interest must deliver to the Registrar either:


 


(A) both:


 


(i)            a written order from a Participant or an Indirect
Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to credit or cause to be credited a
beneficial interest in another Global Note in an amount equal to the beneficial
interest to be transferred or exchanged; and


 


(ii)           instructions given in accordance with the Applicable
Procedures containing information regarding the Participant account to be
credited with such increase; or


 


(B) both:


 


(i)            a written order from a Participant or an Indirect
Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to cause to be issued a Definitive Note in
an amount equal to the beneficial interest to be transferred or exchanged; and


 


(ii)           instructions given by the Depositary to the Registrar
containing information regarding the Person in whose name such Definitive Note
shall be registered to effect the transfer or exchange referred to in (1) above;


 


provided that in no event shall Definitive Notes
be issued upon the transfer or exchange of beneficial interests in the
Regulation S Temporary Global Note prior to (A) the expiration of the
Restricted Period and (B) the receipt by the Registrar of any certificates
required pursuant to Rule 903 under the Securities Act.


 


13

















 


Upon satisfaction of all
of the requirements for transfer or exchange of beneficial interests in Global
Notes contained in this Indenture and the Notes or otherwise applicable under
the Securities Act, the Trustee shall adjust the principal amount of the
relevant Global Note(s) pursuant to Section 2.06(g) hereof.


 


(3) Transfer of Beneficial
Interests to Another Restricted Global Note. A beneficial interest
in any Restricted Global Note may be transferred to a Person who takes delivery
thereof in the form of a beneficial interest in another Restricted Global Note
if the transfer complies with the requirements of Section 2.06(b)(2) above
and the Registrar receives the following:


 


(A) if the transferee will take delivery in the
form of a beneficial interest in the 144A Global Note, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (1) thereof;


 


(B) if the transferee will take delivery in the
form of a beneficial interest in the Regulation S Temporary Global Note or the
Regulation S Permanent Global Note, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications
in item (2) thereof; and


 


(C) if the transferee will take delivery in the
form of a beneficial interest in the IAI Global Note, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (3) thereof,
if applicable.


 


(4) Transfer and Exchange of
Beneficial Interests in a Restricted Global Note for Beneficial Interests in an
Unrestricted Global Note. A beneficial interest in any Restricted
Global Note may be exchanged by any holder thereof for a beneficial interest in
an Unrestricted Global Note or transferred to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note if
the exchange or transfer complies with the requirements of Section 2.06(b)(2) above
and the Registrar receives the following:


 


(A) if the holder of such beneficial interest in
a Restricted Global Note proposes to exchange such beneficial interest for a
beneficial interest in an Unrestricted Global Note, a certificate from such
holder in the form of Exhibit C hereto, including the certifications in
item (1)(a) thereof; or


 


(B) if the holder of such beneficial interest in
a Restricted Global Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of a beneficial interest in
an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;


 


and, in each such case set
forth in this subparagraph (4), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.


 


If any such transfer is
effected pursuant to subparagraph (4) above at a time when an Unrestricted
Global Note has not yet been issued, the Company shall issue and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the
Trustee shall authenticate one or


 


14

















 


more Unrestricted Global
Notes in an aggregate principal amount equal to the aggregate principal amount
of beneficial interests transferred pursuant to subparagraph (4) above.


 


Beneficial interests in
an Unrestricted Global Note cannot be exchanged for, or transferred to    Persons who take delivery thereof in the
form of, a beneficial interest in a Restricted Global Note.


 


(c) Transfer or Exchange of
Beneficial Interests for Definitive Notes.


 


(1) Beneficial Interests in
Restricted Global Notes to Restricted Definitive Notes. If any
holder of a beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Restricted Definitive Note or to
transfer such beneficial interest to a Person who takes delivery thereof in the
form of a Restricted Definitive Note, then, upon receipt by the Registrar of
the following documentation:


 


(A) if the holder of such beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a
Restricted Definitive Note, a certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (2)(a) thereof;


 


(B) if such beneficial interest is being transferred
to a QIB in accordance with Rule 144A, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (1) thereof;


 


(C) if such beneficial interest is being transferred
to a Non-U.S. Person in an offshore transaction in accordance with Rule 903
or Rule 904, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (2) thereof;


 


(D) if such beneficial interest is being transferred
pursuant to an exemption from the registration requirements of the Securities
Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(a) thereof;


 


(E) if such beneficial interest is being transferred
to an Institutional Accredited Investor in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in
subparagraphs (B) through (D) above, a certificate to the effect set
forth in Exhibit B hereto, including the certifications, certificates and
Opinion of Counsel required by item (3) thereof, if applicable;


 


(F) if such beneficial interest is being transferred
to the Company or any of its Subsidiaries, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(b) thereof;
or


 


(G) if such beneficial interest is being transferred
pursuant to an effective registration statement under the Securities Act, a
certificate to the effect set forth in Exhibit 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 reduced accordingly pursuant
to Section 2.06(g) hereof, and the Company shall execute and upon
receipt of an Authentication Order in accordance with Section 2.02 hereof the
Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest in


 


15

















 


a Restricted Global Note pursuant to
this Section 2.06(c) shall be registered in such name or names and in
such authorized denomination or denominations as the holder of such beneficial
interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant. The Trustee shall deliver such
Definitive Notes to the Persons in whose names such Notes are so registered. Any
Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.06(c)(1) shall bear the
Private Placement Legend and shall be subject to all restrictions on transfer
contained therein.


 


(2) Beneficial Interests in
Regulation S Temporary Global Note to Definitive Notes. Notwithstanding
Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest in the
Regulation S Temporary Global Note may not be exchanged for a Definitive Note
or transferred to a Person who takes delivery thereof in the form of a
Definitive Note prior to (A) the expiration of the Restricted Period and (B) the
receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under
the Securities Act, except in the case of a transfer pursuant to an exemption
from the registration requirements of the Securities Act other than Rule 903
or Rule 904.


 


(3) Beneficial Interests in
Restricted Global Notes to Unrestricted Definitive Notes. A holder
of a beneficial interest in a Restricted Global Note may exchange such
beneficial interest for an Unrestricted Definitive Note or may transfer such
beneficial interest to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note only if the Registrar receives the following:


 


(A) if the holder of such beneficial interest in
a Restricted Global Note proposes to exchange such beneficial interest for an
Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (1)(b) thereof; or


 


(B) if the holder of such beneficial interest in
a Restricted Global Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of an Unrestricted
Definitive Note, a certificate from such holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;


 


and, in each such case set
forth in this subparagraph (3), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.


 


(4) Beneficial Interests in
Unrestricted Global Notes to Unrestricted Definitive Notes. If any
holder of a beneficial interest in an Unrestricted Global Note proposes to
exchange such beneficial interest for a Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a
Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof,
the Trustee will cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(g) hereof,
and the Company will execute and upon receipt of an Authentication Order in
accordance with Section 2.02 hereof 
the Trustee will authenticate and deliver to the Person designated in
the instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will
be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest


 


16

















 


requests through instructions to the
Registrar from or through the Depositary and the Participant or Indirect
Participant. The Trustee will deliver such Definitive Notes to the Persons in
whose names such Notes are so registered. Any Definitive Note issued in
exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will
not bear the Private Placement Legend.


 


(d) Transfer and Exchange of
Definitive Notes for Beneficial Interests.


 


(1) Restricted Definitive
Notes to Beneficial Interests in Restricted Global Notes. If any
Holder of a Restricted Definitive Note proposes to exchange such Note for a
beneficial interest in a Restricted Global Note or to transfer such Restricted
Definitive Notes to a Person who takes delivery thereof in the form of a
beneficial interest in a Restricted Global Note, then, upon receipt by the
Registrar of the following documentation:


 


(A) if the Holder of such Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted Global
Note, a certificate from such Holder 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 accordance with Rule 144A, a certificate to the effect set
forth in 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 an offshore transaction in accordance with Rule 903
or Rule 904, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (2) thereof;


 


(D) if such Restricted Definitive Note is being
transferred pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;


 


(E) if such Restricted Definitive Note is being
transferred to an Institutional Accredited Investor in reliance on an exemption
from the registration requirements of the Securities Act other than those
listed in subparagraphs (B) through (D) above, a certificate to the
effect set forth in Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if
applicable;


 


(F) if such Restricted Definitive Note is being
transferred to the Company or any of its Subsidiaries, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item
(3)(b) thereof; or


 


(G) if such Restricted Definitive Note is being
transferred pursuant to an effective registration statement under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(c) thereof,


 


the Trustee will cancel
the Restricted Definitive Note, increase or cause to be increased the aggregate
principal amount of, in the case of clause (A) above, the appropriate
Restricted Global Note, in the case of clause (B) above, the 144A Global
Note, in the case of clause (C) above, the Regulation S Global Note, and
in all other cases, the IAI Global Note.


 


17

















 


(2) Restricted Definitive
Notes to Beneficial Interests in Unrestricted Global Notes. A Holder
of a Restricted Definitive Note may exchange such Note for a beneficial
interest in an Unrestricted Global Note or transfer such Restricted Definitive
Note to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note only if the Registrar receives the
following:


 


(A) if the Holder of such Definitive Notes
proposes to exchange such Notes for a beneficial interest in the Unrestricted
Global Note, a certificate from such Holder in the form of Exhibit C
hereto, including the certifications in item (1)(c) thereof; or


 


(B) if the Holder of such Definitive Notes
proposes to transfer such Notes to a Person who shall take delivery thereof in
the form of a beneficial interest in the Unrestricted Global Note, a
certificate from such Holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof;


 


and, in each such case set
forth in this subparagraph (2), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.


 


Upon satisfaction of the conditions of any of the
subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the
Definitive Notes and increase or cause to be increased the aggregate principal
amount of the Unrestricted Global Note.


 


(3) Unrestricted Definitive
Notes to Beneficial Interests in Unrestricted Global Notes. A Holder
of an Unrestricted Definitive Note may exchange such Note for a beneficial interest
in an Unrestricted Global Note or transfer such Definitive Notes to a Person
who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note at any time. Upon receipt of a request for such an
exchange or transfer, the Trustee will cancel the applicable Unrestricted
Definitive Note and increase or cause to be increased the aggregate principal
amount of one of the Unrestricted Global Notes.


 


If any such exchange or transfer from a Definitive
Note to a beneficial interest is effected pursuant to subparagraphs (2) or
(3) above at a time when an Unrestricted Global Note has not yet been
issued, the Company will issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee will authenticate one or
more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred.


 


(e) Transfer and Exchange of
Definitive Notes for Definitive Notes. Upon request by a Holder of
Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e),
the Registrar will register the transfer or exchange of Definitive Notes. Prior
to such registration of transfer or exchange, the requesting Holder must
present or surrender to the Registrar the Definitive Notes duly endorsed or
accompanied by a written instruction of transfer in form satisfactory to the
Registrar duly executed by such Holder or by its attorney, duly authorized in
writing. In addition, the requesting Holder must provide any additional
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.06(e).


 


18

















 


(1) Restricted Definitive
Notes to Restricted Definitive Notes. Any Restricted Definitive Note
may be transferred to and registered in the name of Persons who take delivery
thereof in the form of a Restricted Definitive Note if the Registrar receives
the following:


 


(A) if the transfer will be made pursuant to Rule 144A,
then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (1) thereof;


 


(B) if the transfer will be made pursuant to Rule 903
or Rule 904, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (2) thereof;
and


 


(C) if the transfer will be made pursuant to any
other exemption from the registration requirements of the Securities Act, then
the transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications, certificates and Opinion of Counsel required by
item (3) thereof, if applicable.


 


(2) Restricted Definitive
Notes to Unrestricted Definitive Notes. Any Restricted Definitive
Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note
or transferred to a Person or Persons who take delivery thereof in the form of
an Unrestricted Definitive Note if the Registrar receives the following:


 


(A) if the Holder of such Restricted Definitive
Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a
certificate from such Holder in the form of Exhibit C hereto, including
the certifications in item (1)(d) thereof; or


 


(B) if the Holder of such Restricted Definitive
Notes proposes to transfer such Notes to a Person who shall take delivery
thereof in the form of an Unrestricted Definitive Note, a certificate from such
Holder in the form of Exhibit B hereto, including the certifications in
item (4) thereof;


 


and, in each such case set
forth in this subparagraph (2), if the Registrar so requests, an Opinion of
Counsel in form reasonably acceptable to the Registrar to the effect that such
exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend
are no longer required in order to maintain compliance with the Securities Act.


 


(3) Unrestricted Definitive
Notes to Unrestricted Definitive Notes. A Holder of Unrestricted
Definitive Notes may transfer such Notes to a Person who takes delivery thereof
in the form of an Unrestricted Definitive Note. Upon receipt of a request to
register such a transfer, the Registrar shall register the Unrestricted
Definitive Notes pursuant to the instructions from the Holder thereof.


 


(f)  Legends. The following legends will appear on the face of
all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.


 


(1) Private
Placement Legend.


 


19

















 


(A)          Except as permitted by subparagraph (B) below,
each Global Note and each Definitive Note (and all Notes issued in exchange
therefor or substitution thereof) shall bear the legend in substantially the
following form:


 


“THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT
IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) (A “QIB”), (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING
THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS
NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS
DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT) (AN “IAI”), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME
PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO ACCOUNT THE PROVISIONS
OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE
SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT (IF AVAILABLE), (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES
TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE REGISTRATION OF TRANSFER OF THIS NOTE (THE FORM OF
WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN
RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES AT THE TIME OF TRANSFER OF
LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (F) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT
WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION
WITH ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD
REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE
REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED
STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF
REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION
REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN
VIOLATION OF THE FOREGOING RESTRICTIONS.”


 


(B)           Notwithstanding the foregoing, any Global Note or
Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4),
(d)(2), (d)(3), (e)(2) or (e)(3) of this Section 2.06 (and all
Notes issued in exchange therefor or substitution thereof) will not bear the
Private Placement Legend.


 


20

















 


(2) Global Note Legend.
Each Global Note will bear a legend in substantially the following form:


 


“THIS GLOBAL NOTE IS HELD
BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS 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 (1) THE
TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY.


 


UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
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.”


 


(3) Regulation S Temporary Global Note Legend. The
Regulation S Temporary Global Note will bear a Legend in substantially the
following form:


 


“THE RIGHTS ATTACHING TO
THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE
INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF
THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF
INTEREST HEREON.”


 


(g) Cancellation and/or
Adjustment of Global Notes. At such time as all beneficial interests
in a particular Global Note have been exchanged for Definitive Notes or a
particular Global Note has been redeemed, repurchased or canceled in whole and
not in part, each such Global Note will be returned to or retained and canceled
by the Trustee in accordance with Section 2.11 hereof. At any time prior
to such cancellation, if any beneficial interest in a Global Note is exchanged
for or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the
principal amount of Notes represented by such Global Note will be reduced
accordingly and an endorsement will be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in
another Global Note, such other Global Note will be increased accordingly and
an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.


 


21

















 


(h)  General Provisions Relating to Transfers and Exchanges.


 


(1) To permit registrations of transfers and
exchanges, the Company will execute and the Trustee will authenticate Global
Notes and Definitive Notes upon receipt of an Authentication Order in
accordance with Section 2.02 hereof or at the Registrar’s request.


 


(2) No service charge will be made to a Holder of
a beneficial interest in a Global Note or to a Holder of a Definitive Note for
any registration of transfer or exchange, but the Company may require payment
of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer taxes or similar governmental
charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06 and
9.05 hereof).


 


(3) The Registrar will not be required to
register the transfer of or exchange of any Note selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in
part.


 


(4) All Global Notes and Definitive Notes issued
upon any registration of transfer or exchange of Global Notes or Definitive
Notes will be the valid obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Global Notes or
Definitive Notes surrendered upon such registration of transfer or exchange.


 


(5) Neither the Registrar nor the Company will be
required:


 


(A) to issue, to register the transfer of or to
exchange any Notes during a period beginning at the opening of business 15 days
before the day of any selection of Notes for redemption under Section 3.02
hereof and ending at the close of business on the day of selection;


 


(B) to register the transfer of or to exchange
any Note selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part; or


 


(C) to register the transfer of or to exchange a
Note between a record date and the next succeeding interest payment date.


 


(6) Prior to due presentment for the registration
of a transfer of any Note, the Trustee, any Agent and the Company may deem and
treat the Person in whose name any Note is registered as the absolute owner of
such Note for the purpose of receiving payment of principal of and interest on
such Notes and for all other purposes, and none of the Trustee, any Agent or
the Company shall be affected by notice to the contrary.


 


(7) The Trustee will authenticate Global Notes
and Definitive Notes in accordance with the provisions of Section 2.02
hereof.


 


(8) All certifications, certificates and Opinions
of Counsel required to be submitted to the Registrar pursuant to this Section 2.06
to effect a registration of transfer or exchange may be submitted by facsimile.


 


Section 2.07           Replacement Notes.


 


If any mutilated Note is
surrendered to the Trustee or the Company and the Trustee receives evidence to
its satisfaction of the destruction, loss or theft of any Note, the Company
will issue and the


 


22

















 


Trustee, upon receipt of
an Authentication Order, will authenticate a replacement Note if the Trustee’s
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.


 


Every replacement Note is
an additional obligation of the Company and will be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes
duly issued hereunder.


 


Section 2.08           Outstanding Notes.


 


The Notes outstanding at
any time are all the Notes authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation, those reductions in the
interest in a Global Note effected by the Trustee in accordance with the
provisions hereof, and those described in this Section 2.08 as not
outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company
holds the Note.


 


If a Note is replaced
pursuant to Section 2.07 hereof, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a bona
fide purchaser.


 


If the principal amount
of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding
and interest on it ceases to accrue.


 


If the Paying Agent
(other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on
a redemption date or maturity date, money sufficient to pay Notes payable on
that date, then on and after that date such Notes will be deemed to be no
longer outstanding and will cease to accrue interest.


 


Section 2.09           Treasury Notes.


 


In determining whether
the Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Company will be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee will be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned will be so disregarded.


 


Section 2.10           Temporary Notes.


 


Until certificates
representing Notes are ready for delivery, the Company may prepare and the
Trustee, upon receipt of an Authentication Order, will authenticate temporary
Notes. Temporary Notes will be substantially in the form of certificated Notes
but may have variations that the Company considers appropriate for temporary
Notes and as may be reasonably acceptable to the Trustee. Without unreasonable
delay, the Company will prepare and the Trustee will authenticate, upon receipt
of an Authentication Order, definitive Notes in exchange for temporary Notes.


 


Holders of temporary
Notes will be entitled to all of the benefits of this Indenture.


 


Section 2.11           Cancellation.


 


The Company at any time
may deliver Notes to the Trustee for cancellation. The Registrar and Paying
Agent will forward to the Trustee any Notes surrendered to them for
registration of transfer, exchange or payment. The Trustee and no one else will
cancel all Notes surrendered for registration of


 


23

















 


transfer, exchange, payment, replacement or
cancellation and will destroy canceled Notes (subject to the record retention
requirement of the Exchange Act). Certification of the destruction of all
canceled Notes will be delivered to the Company. The Company may not issue new
Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation.


 


Section 2.12           Defaulted Interest.


 


If the Company defaults
in a payment of interest on the Notes, it will pay the defaulted interest in
any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date,
in each case at the rate provided in the Notes and in Section 4.01 hereof.
The Company will notify the Trustee in writing of the amount of defaulted
interest proposed to be paid on each Note and the date of the proposed payment.
The Company will fix or cause to be fixed each such special record date and
payment date; provided that no such special
record date may be less than 10 days prior to the related payment date for such
defaulted interest. At least 15 days before the special record date, the
Company (or, upon the written request of the Company, the Trustee in the name
and at the expense of the Company) will mail or cause to be mailed to Holders a
notice that states the special record date, the related payment date and the
amount of such defaulted interest to be paid.


 


Section 2.13           CUSIP Numbers.


 


The Company, in issuing the Notes, may use one or more
“CUSIP” numbers (and, if Notes are also to be issued outside the United States,
one or more similar identifying numbers as is customary in such global markets;
references in this Section 2.13 to CUSIP numbers being deemed to include
an such similar identifying numbers) and, if so, the Trustee shall use such
CUSIP number in notices of repurchase or conversion as a convenience to the
Holders; provided, however,  that any such notice may state that no
representation is made as to the correctness or accuracy of any CUSIP number
printed in the notice or on the Notes, and that reliance may be placed only on
the other identification numbers printed on the Notes. Any repurchase or
conversion will not be affected by any defect in or the omission of such CUSIP
numbers. The Company will promptly notify the Trustee of any change to the
CUSIP numbers.


 


ARTICLE 3


REDEMPTION AND PREPAYMENT


 


Section 3.01           Notices to Trustee.


 


If the Company elects to
redeem Notes pursuant to the optional redemption provisions of Section 3.07
hereof, it must furnish to the Trustee, at least 30 days but not more than 60
days before a redemption date, an Officers’ Certificate setting forth:


 


(1) the clause of this Indenture pursuant to
which the redemption shall occur;


 


(2) the redemption date;


 


(3) the principal amount of Notes to be redeemed;
and


 


(4) the redemption price.


 


24

















 


Section 3.02           Selection of Notes to
Be Redeemed or Purchased.


 


If less than all of the
Notes are to be redeemed or purchased in an offer to purchase at any time, the
Trustee will select Notes for redemption or purchase in such manner as the
Trustee shall deem reasonable.


 


In the event of partial
redemption or purchase by lot, the particular Notes to be redeemed or purchased
will be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption or purchase date by the Trustee from the
outstanding Notes not previously called for redemption or purchase.


 


The Trustee will promptly
notify the Company in writing of the Notes selected for redemption or purchase
and, in the case of any Note selected for partial redemption or purchase, the
principal amount thereof to be redeemed or purchased. Notes and portions of
Notes selected will be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed or purchased,
the entire outstanding amount of Notes held by such Holder, even if not a
multiple of $1,000, shall be redeemed or purchased. Except as provided in the
preceding sentence, provisions of this Indenture that apply to Notes called for
redemption or purchase also apply to portions of Notes called for redemption or
purchase.


 


Section 3.03           Notice of Redemption.


 


At least 30 days but not
more than 60 days before a redemption date, the Company will mail or cause to
be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the
notice is issued in connection with a defeasance of the Notes or a satisfaction
and discharge of this Indenture pursuant to Articles 8 or 10 hereof.


 


The notice will identify
the Notes to be redeemed and will state:


 


(1) the redemption date;


 


(2) the redemption price;


 


(3) if any Note is being redeemed in part, the
portion of the principal amount of such Note to be redeemed and that, after the
redemption date upon surrender of such Note, a new Note or Notes in principal
amount equal to the unredeemed portion will be issued upon cancellation of the
original Note;


 


(4) the name and address of the Paying Agent;


 


(5) that Notes called for redemption must be
surrendered to the Paying Agent to collect the redemption price;


 


(6) that, unless the Company defaults in making
such redemption payment, interest on Notes called for redemption ceases to
accrue on and after the redemption date;


 


(7) the paragraph of the Notes and/or Section of
this Indenture pursuant to which the Notes called for redemption are being
redeemed; and


 


25

















 


(8) that no representation is made as to the
correctness or accuracy of the CUSIP number, if any, listed in such notice or
printed on the Notes.


 


At the Company’s request,
the Trustee will give the notice of redemption in the Company’s name and at its
expense; provided, however, that the Company has
delivered to the Trustee, at least 45 days prior to the redemption date, an
Officers’ Certificate requesting that the Trustee give such notice and setting
forth the information 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, Notes called for
redemption become irrevocably due and payable on the redemption date at the
redemption price. A notice of redemption may not be conditional.


 


Section 3.05           Deposit of Redemption
or Purchase Price.


 


One Business Day prior to
the redemption or purchase date, the Company will deposit with the Trustee or
with the Paying Agent money in same day funds sufficient to pay the redemption
or purchase price of and accrued interest on all Notes to be redeemed or
purchased on that date. The Trustee or the Paying Agent will promptly return to
the Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption or purchase
price of, and accrued interest on, all Notes to be redeemed or purchased.


 


If the Company complies
with the provisions of the preceding paragraph, on and after the redemption or
purchase date, interest will cease to accrue on the Notes or the portions of
Notes called for redemption or purchase. If a Note is redeemed or purchased on
or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record
date. If any Note called for redemption or purchase is not so paid upon
surrender for redemption or purchase because of the failure of the Company to
comply with the preceding paragraph, interest shall be paid on the unpaid
principal, from the redemption or purchase date until such principal is paid,
and to the extent lawful on any interest not paid on such unpaid principal, in
each case at the rate provided in the Notes and in Section 4.01 hereof.


 


Section 3.06           Notes Redeemed or
Purchased in Part.


 


Upon surrender of a Note
that is redeemed or purchased in part, the Company will issue and, upon receipt
of an Authentication Order, the Trustee will authenticate for the Holder at the
expense of the Company a new Note equal in principal amount to the unredeemed
or unpurchased portion of the Note surrendered.


 


Section 3.07           Optional Redemption.


 


(a)  On
or after                  ,
20    , the Company may redeem all or a part of the Notes
upon not less than 30 nor more than 60 days’ notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest on the Notes redeemed to the applicable redemption date, if
redeemed during the twelve-month period beginning on               
of the years indicated below, subject to the rights of Holders on the relevant
record date to receive interest on the relevant interest payment date:


 


26

















 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  20   

  	
   

  	
   

  	
  %

  
	
  20   

  	
   

  	
   

  	
  %

  
	
  20   

  	
   

  	
   

  	
  %

  
	
  20     and thereafter

  	
   

  	
   

  	
   

  



 


Unless the Company
defaults in the payment of the redemption price, interest will cease to accrue
on the Notes or portions thereof called for redemption on the applicable
redemption date.


 


(b) Any redemption pursuant to this Section 3.07
shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.


 


Section 3.08           Mandatory Redemption.


 


The Company is not
required to make mandatory redemption or sinking fund payments with respect to
the Notes.


 


ARTICLE 4


COVENANTS


 


Section 4.01           Payment of Notes.


 


The Company will pay or
cause to be paid the principal of, premium, if any, and interest on, the Notes
on the dates and in the manner provided in the Notes. Principal, premium, if
any, and interest will be considered paid on the date due if the Paying Agent,
if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m.
Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal,
premium, if any, and interest then due.


 


The Company will pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in
excess of the then applicable interest rate on the Notes to the extent lawful;
it will pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace period) at the same rate to the extent lawful.


 


Section 4.02           Maintenance of Office
or Agency.


 


The Company will maintain
in                            ,
                       ,
an office or agency (which may be an office of the Trustee or an affiliate of
the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.


 


The Company may also from
time to time designate one or more other offices or agencies where the Notes
may be presented or surrendered for any or all such purposes and may from time
to time rescind such designations; provided, however,
that no such designation or rescission will in any manner relieve


 


27

















 


the Company of its
obligation to maintain an office or agency in                            ,
                       ,
for such purposes  The Company will give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.


 


The Company hereby
designates the Corporate Trust Office of the Trustee as one such office or
agency of the Company in accordance with Section 2.03 hereof.


 


Section 4.03           Compliance Certificate.


 


(a) The Company shall deliver to the
Trustee, within 90 days after the end of each fiscal year, an Officers’
Certificate stating that a review of the activities of the Company and its
Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Company has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture  and is not in default in the
performance or observance of any of the terms, provisions and conditions of
this Indenture (or, if a Default or Event of Default has occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge
and what action the Company is taking or proposes to take with respect thereto)
and that to the best of his or her knowledge no event has occurred and remains
in existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.


 


(b) So long as any of the Notes are
outstanding, the Company will deliver to the Trustee, forthwith upon any
Officer becoming aware of any Default or Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.


 


Section 4.04           Limitation on Liens.


 


The Company shall not,
and shall not permit any Subsidiary to, directly or indirectly, incur or permit
to exist any Lien of any nature whatsoever on any of its property or assets
whether now owned or hereinafter acquired securing any Indebtedness, other than
Permitted Liens, without effectively providing that the Notes shall be secured
equally and ratably with (or prior to) the obligations so secured for so long as
such obligations are secured.


 


Section 4.05           Limitation on
Sale/Leaseback Transactions.


 


The Company shall not,
and shall not permit any Subsidiary to, enter into any Sale/Leaseback
Transaction with respect to any property unless:


 


(1) the Company or such Subsidiary would be
entitled to create a Lien on such property securing any Indebtedness incurred
pursuant to such Sale/Leaseback Transaction without equally and ratably
securing the Notes pursuant to Section 4.04; and


 


(2) the gross proceeds payable to
the Company or such Subsidiary in connection with such Sale/Leaseback
Transaction are at least equal to the Fair Market Value of such property.


 


28
















 


Section 4.06           SEC Reports.


 


The Company shall file
with the Trustee, within 15 days after the Company has filed same with the SEC,
copies of the annual reports and of the other information, documents and other
reports which the Company may be required to file with the SEC pursuant to the
provisions of Section 13 or Section 15(d) of the Exchange Act
(or copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe). In addition, the Company shall furnish to the Trustee,
promptly upon their becoming available, copies of the annual report to stockholders
and any other information provided by the Company to its stockholders generally.
The Company shall also comply with the other provisions of Section 314(a) of
the TIA.


 


ARTICLE 5

SUCCESSORS


 


Section 5.01           Merger, Consolidation, or Sale of Assets


 


The Company shall not,
directly or indirectly: (i) consolidate or merge with or into another
Person (whether or not the Company is the surviving corporation); or (ii) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of
the properties or assets of the Company in one or more related transactions, to
another Person, unless:


 


(1) either:


 


(A)          the
Company is the surviving corporation; or


 


(B)           the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, conveyance or other
disposition has been made is a corporation organized or existing under the laws
of the United States, any state of the United States or the District of
Columbia;


 


(2) the Person formed by or surviving any such
consolidation or merger (if other than the Company) or the Person towhich such
sale, assignment, transfer, conveyance or other disposition has been made
assumes all the obligations of the Company under the Notes or this Indenture pursuant
to agreements reasonably satisfactory to the Trustee; and


 


(3)  immediately after such transaction, no
Default or Event of Default exists.


 


This Section 5.01
will not apply to:


 


(1) a merger of the Company with an Affiliate
solely for the purpose of reincorporating the Company in another jurisdiction;
or


 


(2) any consolidation or merger, or any sale,
assignment, transfer, conveyance, lease or other disposition of assets between
or among the Company and its Subsidiaries.


 


Section 5.02           Successor Corporation Substituted


 


Upon any consolidation or
merger, or any sale, assignment, transfer, lease, conveyance or other
disposition of all or substantially all of the properties or assets of the Company
in a transaction that is


 


29

















 


subject to, and that complies with the provisions of, Section 5.01
hereof, the successor Person formed by such consolidation or into or with which
the Company is merged or to which such sale, assignment, transfer, lease,
conveyance or other disposition is made shall succeed to, and be substituted
for (so that from and after the date of such consolidation, merger, sale,
assignment, transfer, lease, conveyance or other disposition, the provisions of
this Indenture referring to the “Company” shall refer instead to the successor
Person and not to the Company), and may exercise every right and power of the
Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein; provided, however,
that the predecessor Company shall not be relieved from the obligation to pay
the principal of and interest on the Notes except in the case of a sale of all
of the Company’s assets in a transaction that is subject to, and that complies
with the provisions of, Section 5.01 hereof.


 


ARTICLE 6

DEFAULTS AND REMEDIES


 


Section 6.01           Events of Default.


 


Each of the following is
an “Event of Default”:


 


(1) default for 30 days in the payment when due
of interest on the Notes;


 


(2) default in the payment when due (at maturity,
upon redemption or otherwise) of the principal of, or premium, if any, on, the
Notes;


 


(3) failure by the Company to comply with the
provisions of Section 5.01 hereof;


 


(4) failure by the Company for 60 days after
notice to the Company by the Trustee or the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding voting as a single
class to comply with any of the other agreements in this Indenture;


 


(5) default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company (or the payment of
which is guaranteed by the Company), whether such Indebtedness now exists, or
is created after the date of this Indenture, if that default:


 


(A)          is
caused by a failure to pay principal of, or interest or premium, if any, on,
such Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a “Payment Default”);
or


 


(B)           results
in the acceleration of such Indebtedness prior to its express maturity,


 


and, in each case, the
principal amount of any such Indebtedness, together with the principal amount
of any other such Indebtedness under which there has been a Payment Default or
the maturity of which has been so accelerated, aggregates $        
million or more;


 


(6) failure by the Company to pay final judgments
entered by a court or courts of competent jurisdiction aggregating in excess of
$         million, which judgments are
not paid, discharged or stayed for a period of 60 days


 


30

















 


(7) the Company or any of its Subsidiaries that
is a Significant Subsidiary or any group of Subsidiaries of the Company that,
taken together, would constitute a Significant Subsidiary pursuant to or within
the meaning of Bankruptcy Law:


 


(A)          commences
a voluntary case,


 


(B)           consents
to the entry of an order for relief against it in an involuntary case,


 


(C)           consents
to the appointment of a custodian of it or for all or substantially all of its
property,


 


(D)          makes
a general assignment for the benefit of its creditors, or


 


(E)           generally
is not paying its debts as they become due; or


 


(8) a court of competent jurisdiction enters an
order or decree under any Bankruptcy Law that:


 


(A)          is
for relief against the Company or any of its Subsidiaries that is a Significant
Subsidiary or any group of Subsidiaries of the Company that, taken together,
would constitute a Significant Subsidiary in an involuntary case;


 


(B)           appoints
a custodian of the Company or any of its Subsidiaries that is a Significant
Subsidiary or any group of Subsidiaries of the Company that, taken together,
would constitute a Significant Subsidiary or for all or substantially all of
the property of the Company or any of its Subsidiaries that is a Significant
Subsidiary or any group of Subsidiaries of the Company that, taken together,
would constitute a Significant Subsidiary; or


 


(C)           orders
the liquidation of the Company or any of its Subsidiaries that is a Significant
Subsidiary or any group of Subsidiaries of the Company that, taken together,
would constitute a Significant Subsidiary;


 


and the order or decree
remains unstayed and in effect for 90 consecutive days.


 


Section 6.02           Acceleration.


 


In the case of an Event
of Default specified in clause (7) or (8) of Section 6.01
hereof, with respect to the Company, any Subsidiary of the Company that is a
Significant Subsidiary or any group of Subsidiaries of the Company that, taken
together, would constitute a Significant Subsidiary, all outstanding Notes will
become due and payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in aggregate principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately.


 


Upon any such
declaration, the Notes shall become due and payable immediately.


 


The Holders of a majority
in aggregate principal amount of the then outstanding Notes by written notice
to the Trustee may, on behalf of all of the Holders, rescind an acceleration
and its consequences, if the rescission would not conflict with any judgment or
decree and if all existing Events of Default (except


 


31

















 


nonpayment of principal, interest or premium, if any, that has become
due solely because of the acceleration) have been cured or waived.


 


If an Event of Default
occurs on or after                         ,
20     by reason of any willful action (or inaction) taken
(or not taken) by or on behalf of the Company with the intention of avoiding
payment of the premium that the Company would have had to pay if the Company
then had elected to redeem the Notes pursuant to Section 3.07 hereof,
then, upon acceleration of the Notes, an equivalent premium shall also become
and be immediately due and payable, to the extent permitted by law, anything in
this Indenture or in the Notes to the contrary notwithstanding. If an Event of
Default occurs prior to                     ,
20     by reason of any willful action (or inaction) taken
(or not taken) by or on behalf of the Company with the intention of avoiding
the prohibition on redemption of the Notes prior to such date, then, upon
acceleration of the Notes, an additional premium shall also become and be
immediately due and payable, to the extent permitted by law, in an amount, for
each of the years beginning on             
of the years set forth below, as set forth below (expressed as a percentage of
the principal amount of the Notes on the date of payment that would otherwise
be due but for the provisions of this sentence):


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  20   

  	
   

  	
   

  	
  %

  
	
  20   

  	
   

  	
   

  	
  %

  
	
  20   

  	
   

  	
   

  	
  %

  
	
  20    

  	
   

  	
   

  	
   

  
	
  20  

  	
   

  	
   

  	
  %

  



 


Section 6.03           Other Remedies


 


If an Event of Default
occurs and is continuing, the Trustee may pursue any available remedy to
collect the payment of principal, premium, if any, and interest on the Notes or
to enforce the performance of any provision of the Notes or this Indenture.


 


The Trustee may maintain
a proceeding even if it does not possess any of the Notes or does not produce
any of them in the proceeding. A delay or omission by the Trustee or any Holder
of a Note in exercising any right or remedy accruing upon an Event of Default
shall not impair the right or remedy or constitute a waiver of or acquiescence
in the Event of Default. All remedies are cumulative to the extent permitted by
law.


 


32

















 


Section 6.04           Waiver of Past DefaultsHolders of not less than a majority
in aggregate principal amount of the then outstanding Notes by notice to the
Trustee may on behalf of the Holders of all of the Notes waive an existing
Default or Event of Default and its consequences hereunder, except a continuing
Default or Event of Default in the payment of the principal of, premium, if
any, or interest on, the Notes (including in connection with an offer to
purchase); provided, however, that the Holders of a
majority in aggregate principal amount of the then outstanding Notes may
rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration in accordance with Section 6.02.
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.


 


Section 6.05           Control by Majority


 


Holders of a majority in aggregate principal amount of
the then outstanding Notes may direct the time, method and place of conducting
any proceeding for exercising any remedy available to the Trustee or exercising
any trust or power conferred on it. However, the Trustee may refuse to follow
any direction that conflicts with law or this Indenture that the Trustee
determines may be unduly prejudicial to the rights of other Holders of Notes or
that may involve the Trustee in personal liability.


 


Section 6.06           Limitation on Suits


 


A Holder may pursue a
remedy with respect to this Indenture or the Notes only if:


 


(1) such Holder gives to the Trustee written notice
that an Event of Default is continuing;


 


(2) Holders of at least 25% in aggregate
principal amount of the then outstanding Notes make a written request to the
Trustee to pursue the remedy;


 


(3) such Holder or Holders offer and, if
requested, provide to the Trustee security or indemnity reasonably satisfactory
to the Trustee against any loss, liability or expense;


 


(4) the Trustee does not comply with the request
within 60 days after receipt of the request and the offer of security or
indemnity; and


 


(5) during such 60-day period, Holders of a
majority in aggregate principal amount of the then outstanding Notes do not
give the Trustee a direction inconsistent with such request.


 


A Holder of a Note may
not use this Indenture to prejudice the rights of another Holder of a Note or
to obtain a preference or priority over another Holder of a Note.


 


Section 6.07           Rights of Holders of Notes to Receive Payment


 


Notwithstanding any other
provision of this Indenture, the right of any Holder of a Note to receive payment
of principal,premium, if any, and interest on the Note, on or after the
respective due dates expressed in the Note (including in connection with an
offer to purchase), or to bring suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder.


 


33

















 


Section 6.08           Collection Suit by Trustee


 


If an Event of Default
specified in Section 6.01(1) or (2) hereof occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, and interest remaining unpaid on, the Notes and
interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.


 


Section 6.09           Trustee May File Proofs of Claim


 


The Trustee is authorized
to file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim
for the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Holders of the Notes allowed in any judicial
proceedings relative to the Company (or any other obligor upon the Notes), its
creditors or its property and shall be entitled and empowered to collect,
receive and distribute any money or other property payable or deliverable on
any such claims and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the
event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof.
To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.07 hereof out of the estate
in any such proceeding, shall be denied for any reason, payment of the same
shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any
Holder, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.


 


Section 6.10           Priorities


 


If the Trustee collects
any money pursuant to this Article 6, it shall pay out the money in the
following order:


 


First:      to the Trustee, its agents and attorneys for amounts due under Section 7.07
hereof, including payment of all compensation, expenses and liabilities
incurred, and all advances made, by the Trustee and the costs and expenses of
collection;


 


Second:  to Holders of Notes for amounts due and unpaid on the Notes for
principal,  premium, if any, and
interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Notes for principal, premium, if any, and
interest, respectively; and


 


Third:     to the Company or to such party as a court of competent
jurisdiction shall direct.


 


The Trustee may fix a
record date and payment date for any payment to Holders of Notes pursuant to
this Section 6.10.


 


34

















 


Section 6.11           Undertaking for Costs


 


In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as a Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant. This Section 6.11 does
not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07
hereof, or a suit by Holders of more than 10% in aggregate principal amount of
the then outstanding Notes.


 


ARTICLE 7

TRUSTEE


 


Section 7.01           Duties of Trustee


 


(a)           If
an Event of Default has occurred and is continuing, the Trustee will exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in its exercise, as a prudent person would exercise or
use under the circumstances in the conduct of such person’s own affairs.


 


(b)           Except
during the continuance of an Event of Default:


 


(1) the duties of the Trustee will be determined
solely by the express provisions of this Indenture and the Trustee need perform
only those duties that are specifically set forth in this Indenture and no
others, and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and


 


(2) 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 of this Indenture. However,
the Trustee will examine the certificates and opinions to determine whether or
not they conform to the requirements of this Indenture.


 


(c)           The
Trustee may not be relieved from liabilities for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:


 


(1) this paragraph does not limit the effect of
paragraph (b) of this Section 7.01;


 


(2) the Trustee will not be liable for any error
of judgment made in good faith by a Responsible Officer, unless it is proved
that the Trustee was negligent in ascertaining the pertinent facts; and


 


(3) the Trustee will not be liable with respect
to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.05 hereof.


 


(d)           Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of
this Section 7.01.


 


(e)           No
provision of this Indenture will require the Trustee to expend or risk its own
funds or incur any liability.


 


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(f)            The
Trustee will not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company. Money held in trust by the
Trustee need not be segregated from other funds except to the extent required
by law.


 


Section 7.02           Rights of Trustee


 


(a)           The
Trustee may conclusively rely upon any document (including any statement made
or deemed to be made therein) believed by it to be genuine and to have been
signed or presented by the proper Person. The Trustee need not investigate any
fact or matter stated in the document.


 


(b)           Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel or both. The Trustee will not be liable
for any action it takes or omits to take in good faith in reliance on such
Officers’ Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel will
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.


 


(c)           The
Trustee may act through its attorneys and agents and will not be responsible
for the misconduct or negligence of any agent appointed with due care.


 


(d)           The
Trustee will not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within the rights or powers
conferred upon it by this Indenture.


 


(e)           Unless
otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company will be sufficient if signed by an Officer
of the Company.


 


(f)            The
Trustee will be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the
Holders unless such Holders have offered to the Trustee reasonable indemnity or
security against the losses, liabilities and expenses that might be incurred by
it in compliance with such request or direction.


 


Section 7.03           Individual Rights of Trustee


 


The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or any Affiliate of the Company with the
same rights it would have if it were not Trustee. However, in the event that
the Trustee acquires any conflicting interest it must eliminate such conflict
within 90 days, apply to the SEC for permission to continue as trustee (if this
Indenture has been qualified under the TIA) or resign. Any Agent may do the
same with like rights and duties. The Trustee is also subject to Sections 7.10
and 7.11 hereof.


 


Section 7.04           Trustee’s Disclaimer


 


The Trustee will not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be accountable for the Company’s use
of the proceeds from the Notes or any money paid to the Company or upon the
Company’s direction under any provision of this Indenture, it will not be
responsible for the use or application of any money received by any Paying
Agent other than the Trustee, and it will not be responsible for any statement
or recital herein or any statement in the Notes or any other document in
connection with the sale of the Notes or pursuant to this Indenture other than
its certificate of authentication.


 


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Section 7.05           Notice of Defaults


 


If a Default or Event of
Default occurs and is continuing and if it is known to the Trustee, the Trustee
will mail to Holders of Notes a notice of the Default or Event of Default
within 90 days after it occurs. Except in the case of a Default or Event of
Default in payment of principal of, premium, if any, or interest on, any Note,
the Trustee may withhold the notice if and so long as the Trustee’s Board of Directors
or a committee of the Trustee’s Responsible Officers in good faith determines
that withholding the notice is in the interests of the Holders of the Notes.


 


Section 7.06           Reports by Trustee to Holders of the Notes


 


(a)           Within
60 days after each May 15 beginning with the May 15 following the
date of this Indenture, and for so long as Notes remain outstanding, the
Trustee will mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA § 313(a) (but if no event
described in TIA § 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
will comply with TIA § 313(b)(2). The Trustee will also transmit by mail
all reports as required by TIA § 313(c).


 


(b)           A
copy of each report at the time of its mailing to the Holders of Notes will be
mailed by the Trustee to the Company and filed by the Trustee with the SEC and
each stock exchange on which the Notes are listed in accordance with TIA
§ 313(d). The Company will promptly notify the Trustee when the Notes are
listed on any stock exchange.


 


Section 7.07           Compensation and Indemnity


 


(a)           The
Company will pay to the Trustee from time to time reasonable compensation for
its acceptance of this Indenture and services hereunder. The Trustee’s
compensation will not be limited by any law on compensation of a trustee of an
express trust. The Company will reimburse the Trustee promptly upon request for
all reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses will include the
reasonable compensation, disbursements and expenses of the Trustee’s agents and
counsel.


 


(b)           The
Company will indemnify the Trustee against any and all losses, liabilities or
expenses incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company (including this Section 7.07)
and defending itself against any claim (whether asserted by the Company, any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or bad
faith. The Trustee will notify the Company promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company will not
relieve the Company of its obligations hereunder. The Company will defend the
claim and the Trustee will cooperate in the defense. The Trustee may have
separate counsel and the Company will pay the reasonable fees and expenses of
such counsel. The Company shall not be obligated to pay for any settlement made
without its consent, which consent will not be unreasonably withheld.


 


(c)           The
obligations of the Company under this Section 7.07 will survive the
satisfaction and discharge of this Indenture.


 


(d)           To
secure the Company’s payment obligations in this Section 7.07, the Trustee
will have a Lien prior to the Notes on all money or property held or collected
by the Trustee, except that held in trust


 


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to pay
principal and interest on particular Notes. Such Lien will survive the
satisfaction and discharge of this Indenture.


 


(e)           When
the Trustee incurs expenses or renders services after an Event of Default
specified in Section 6.01(7) or (8) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.


 


(f)            The
Trustee will comply with the provisions of TIA § 313(b)(2) to the
extent applicable.


 


Section 7.08           Replacement of Trustee


 


(a)           A
resignation or removal of the Trustee and appointment of a successor Trustee
will become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 7.08.


 


(b)           The
Trustee may resign in writing at any time and be discharged from the trust
hereby created by so notifying the Company. The Holders of a majority in
aggregate principal amount of the then outstanding Notes may remove the Trustee
by so notifying the Trustee and the Company in writing. The Company may remove
the Trustee if:


 


(1) the Trustee fails to comply with Section 7.10
hereof;


 


(2) the Trustee is adjudged a bankrupt or an
insolvent or an order for relief is entered with respect to the Trustee under
any Bankruptcy Law;


 


(3) a custodian or public officer takes charge of
the Trustee or its property; or


 


(4) the Trustee becomes incapable of acting.


 


(c)           If
the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Company will promptly appoint a successor Trustee. Within
one year after the successor Trustee takes office, the Holders of a majority in
aggregate principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.


 


(d)           If
a successor Trustee does not take office within 60 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company, or the
Holders of at least 10% in aggregate principal amount of the then outstanding
Notes may petition any court of competent jurisdiction for the appointment of a
successor Trustee.


 


(e)           If
the Trustee, after written request by any Holder who has been a Holder for at
least six months, fails to comply with Section 7.10 hereof, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.


 


(f)            A
successor Trustee will deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Thereupon, the resignation or removal of
the retiring Trustee will become effective, and the successor Trustee will have
all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee will mail a notice of its succession to Holders. The retiring
Trustee will promptly transfer all property held by it as Trustee to the
successor Trustee; provided all
sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 7.07 hereof. Notwithstanding replacement of the
Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07
hereof will continue for the benefit of the retiring Trustee.


 


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Section 7.09           Successor Trustee by Merger, etc.


 


If the Trustee
consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation
without any further act will be the successor Trustee.


 


Section 7.10           Eligibility; Disqualification


 


There will at all times
be a Trustee hereunder that is a corporation organized and doing business under
the laws of the United States of America or of any state thereof that is
authorized under such laws to exercise corporate trustee power, that is subject
to supervision or examination by federal or state authorities and that has a
combined capital and surplus of at least $100.0 million as set forth in its
most recent published annual report of condition.


 


This Indenture will
always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and
(5). The Trustee is subject to TIA § 310(b).


 


Section 7.11           Preferential Collection of Claims Against Company


 


The Trustee is subject to
TIA § 311(a), excluding any creditor relationship listed in TIA
§ 311(b). A Trustee who has resigned or been removed shall be subject to
TIA § 311(a) to the extent indicated therein.


 


ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01           Option to Effect Legal Defeasance or Covenant Defeasance


 


The Company may at any
time, at the option of its Board of Directors evidenced by a resolution set
forth in an Officers’ Certificate, elect to have either Section 8.02 or
8.03 hereof be applied to all outstanding Notes upon compliance with the
conditions set forth below in this Article 8.


 


Section 8.02           Legal Defeasance and Discharge


 


Upon the Company’s
exercise under Section 8.01 hereof of the option applicable to this Section 8.02,
the Company will, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be deemed to have been discharged from its obligations with respect to
all outstanding Notes on the date the conditions set forth below are satisfied
(hereinafter, “Legal Defeasance”). For this
purpose, Legal Defeasance means that the Company will be deemed to have paid
and discharged the entire Indebtedness represented by the outstanding Notes,
which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05
hereof and the other Sections of this Indenture referred to in clauses (1) and
(2) below, and to have satisfied all their other obligations under such
Notes  and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which
will survive until otherwise terminated or discharged hereunder:


 


(1) the rights of Holders of outstanding Notes to
receive payments in respect of the principal of, or interest or premium, if
any, on, such Notes when such payments are due from the trust referred to in Section 8.04
hereof;


 


39

















 


(2) the Company’s obligations with respect to
such Notes under Article 2 and Section 4.02 hereof;


 


(3) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Company’s obligations in connection
therewith; and


 


(4) this Article 8.


 


Subject to compliance
with this Article 8, the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03
hereof.


 


Section 8.03           Covenant Defeasance


 


Upon the Company’s
exercise under Section 8.01 hereof of the option applicable to this Section 8.03,
the Company will, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be released from each of their obligations under the covenants
contained in Sections 4.04 and 4.05 hereof with respect to the outstanding
Notes on and after the date the conditions set forth in Section 8.04
hereof are satisfied (hereinafter, “Covenant Defeasance”),
and the Notes will 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 covenants, but will
continue to be deemed “outstanding” for all other purposes hereunder. For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Company may omit to comply with and will have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply will not
constitute a Default or an Event of Default under Section 6.01 hereof,
but, except as specified above, the remainder of this Indenture and such Notes will
be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01
hereof of the option applicable to this Section 8.03, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(3) through 6.01(5) hereof will not constitute Events of Default.


 


Section 8.04           Conditions to Legal or Covenant Defeasance


 


In order to exercise
either Legal Defeasance or Covenant Defeasance under either Section 8.02
or 8.03 hereof:


 


(1) the Company must irrevocably deposit with the
Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such amounts
as will be sufficient (without consideration of any reinvestment interest), in
the opinion of a nationally recognized investment bank, appraisal firm, or firm
of independent public accountants, to pay the principal of, premium, if any,
and interest on, the outstanding Notes on the stated date for payment thereof
or on the applicable redemption date, as the case may be, and the Company must
specify whether the Notes are being defeased to such stated date for payment or
to a particular redemption date;


 


(2) in the case of an election under Section 8.02
hereof, the Company must deliver to the Trustee an Opinion of Counsel
confirming that:


 


(A)          the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling; or


 


40

















 


(B)           since
the date of this Indenture, there has been a change in the applicable federal
income tax law,


 


in either case to the
effect that, and based thereon such Opinion of Counsel shall confirm that, the
Holders of the outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such Legal Defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Legal Defeasance had not
occurred;


 


(3) in the case of an election under Section 8.03
hereof, the Company must deliver to the Trustee an Opinion of Counsel
confirming that the Holders of the outstanding Notes will not recognize income,
gain or loss for federal income tax purposes as a result of such Covenant
Defeasance and will be subject to federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such
Covenant Defeasance had not occurred;


 


(4) no Default or Event of Default shall have
occurred and be continuing on the date of such deposit (other than a Default or
Event of Default resulting from the borrowing of funds to be applied to such
deposit) and the deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which the Company is a
party or by which the Company is bound;


 


(5) such Legal Defeasance or Covenant Defeasance
will not result in a breach or violation of, or constitute a default under, any
material agreement or instrument (other than this Indenture) to which the
Company or any of its Subsidiaries is a party or by which the Company or any of
its Subsidiaries is bound;


 


(6) the Company must deliver to the Trustee an
Officers’ Certificate stating that the deposit was not made by the Company with
the intent of preferring the Holders of Notes over the other creditors of the
Company with the intent of defeating, hindering, delaying or defrauding any
creditors of the Company or others; and


 


(7) the Company must deliver to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.


 


Section 8.05           Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions


 


Subject to Section 8.06
hereof, all money and non-callable Government Securities (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04
hereof in respect of the outstanding Notes will be held in trust and applied by
the Trustee, in accordance with the provisions of such Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of such Notes of all sums due and to become due thereon in respect
of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law.


 


The Company will pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the cash or non-callable Government Securities deposited
pursuant to Section 8.04 hereof or the principal and interest received in
respect thereof other than any such tax, fee or other charge


 


41

















 


which by law is for the account of the Holders of the outstanding Notes;
it being understood that the Trustee shall bear no responsibility for any such
tax, fee or other charge that is by law for the account of the Holders of the
outstanding Notes.


 


Notwithstanding anything
in this Article 8 to the contrary, the Trustee will deliver or pay to the
Company from time to time upon the request of the Company any money or non-callable
Government Securities held by it as provided in Section 8.04 hereof which,
in the opinion of a nationally recognized investment bank, appraisal firm or firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof),
are in excess of the amount thereof that would then be required to be deposited
to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section 8.06           Repayment to Company


 


Any money deposited with
the Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of, premium, if any, or interest on, any Note and
remaining unclaimed for two years after such principal, premium, if any, or
interest has become due and payable shall be paid to the Company on its request
or (if then held by the Company) will be discharged from such trust; and the
Holder of such Note will thereafter be permitted to look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, will thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in the
New York Times and The Wall Street Journal (national edition), notice that such
money remains unclaimed and that, after a date specified therein, which will
not be less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.


 


Section 8.07           Reinstatement


 


If the Trustee or Paying
Agent is unable to apply any U.S. dollars or non-callable Government Securities
in accordance with Section 8.02 or 8.03 hereof, as the case may be, by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company’s obligations under this Indenture and the Notes will be revived and
reinstated as though no deposit had occurred pursuant to Section 8.02 or
8.03 hereof until such time as the Trustee or Paying Agent is permitted to
apply all such money in accordance with Section 8.02 or 8.03 hereof, as
the case may be; provided, however, that, if the
Company makes any payment of principal of, premium, if any, or interest on, any
Note following the reinstatement of its obligations, the Company will be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money held by the Trustee or Paying Agent.


 


ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01           Without Consent of Holders of Notes


 


Notwithstanding Section 9.02
of this Indenture, the Company and the Trustee may amend or supplement this
Indenture or theNotes without the consent of any Holder of Note:


 


(1) to cure any ambiguity, defect or
inconsistency;


 


(2) to provide for uncertificated Notes in
addition to or in place of certificated Notes;


 


42

















 


(3) to provide for the assumption of the Company’s
obligations to the Holders of the Notes by a successor to the Company pursuant
to Article 5 hereof;


 


(4) to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights hereunder of any Holder;


 


(5) to comply with requirements of the SEC in
order to effect or maintain the qualification of this Indenture under the TIA;


 


(6) to
conform the text of this Indenture or the Notes to any provision of the “Description
of Notes” section of the Company’s Offering Memorandum dated                       , 20    ,
relating to the initial offering of the Notes, to the extent that such
provision in that “Description of Notes” was intended by the Company to be a
verbatim recitation of a provision of this Indenture or the Notes; or


 


(7) to
provide for the issuance of Additional Notes in accordance with the limitations
set forth in this Indenture as of the date hereof.


 


Upon the request of the
Company accompanied by a resolution of its Board of Directors authorizing the
execution of any such amended or supplemental indenture, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee
will join with the Company in the execution of any amended or supplemental
indenture authorized or permitted by the terms of this Indenture and to make
any further appropriate agreements and stipulations that may be therein
contained, but the Trustee will not be obligated to enter into such amended or
supplemental indenture that affects its own rights, duties or immunities under
this Indenture or otherwise.


 


Section 9.02           With Consent of Holders of Notes


 


Except as provided below
in this Section 9.02, the Company and the Trustee may amend or supplement
this Indenture and the Notes with the consent of the Holders of at least a
majority in aggregate principal amount of the then outstanding Notes voting as
a single class (including consents obtained in connection with a tender offer
or exchange offer for, or purchase of, the Notes), and, subject to Sections
6.04 and 6.07 hereof, any existing Default or Event of Default (other than a
Default or Event of Default in the payment of the principal of, premium, if
any, or interest on, the Notes, except a payment default resulting from an
acceleration that has been rescinded) or compliance with any provision of this
Indenture or the Notes may be waived with the consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes voting as
a single class (including consents obtained in connection with a tender offer
or exchange offer for, or purchase of, the Notes). Section 2.08 hereof
shall determine which Notes are considered to be “outstanding” for purposes of
this Section 9.02.


 


Upon the request of the
Company accompanied by a resolution of its Board of Directors authorizing the
execution of any such amended or supplemental indenture, and upon the filing
with the Trustee of evidence satisfactory to the Trustee of the consent of the
Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents
described in Section 7.02 hereof, the Trustee will join with the Company
in the execution of such amended or supplemental indenture unless such amended
or supplemental indenture affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but will not be obligated to, enter into such amended or
supplemental Indenture.


 


43

















 


It is not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed
amendment, supplement or waiver, but it is sufficient if such consent approves
the substance thereof.


 


After an amendment, supplement
or waiver under this Section 9.02 becomes effective, the Company will mail
to the Holders of Notes affected thereby a notice briefly describing the
amendment, supplement or waiver. Any failure of the Company to mail such
notice, or any defect therein, will not, however, in any way impair or affect
the validity of any such amended or supplemental indenture or waiver. Subject
to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate
principal amount of the Notes then outstanding voting as a single class (including
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes) may waive compliance in a particular instance by the
Company with any provision of this Indenture or the Notes. However, without the
consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02
may not (with respect to any Notes held by a non-consenting Holder):


 


(1) reduce the principal amount of Notes whose
Holders must consent to an amendment, supplement or waiver;


 


(2) reduce the principal of or change the fixed
maturity of any Note or alter or waive any of the provisions with respect to
the redemption of the Notes;


 


(3) reduce the rate of or change the time for
payment of interest, including default interest, on any Note;


 


(4) waive a Default or Event of Default in the
payment of principal of, or premium, if any, or interest on, the Notes (except
a rescission of acceleration of the Notes by the Holders of at least a majority
in aggregate principal amount of the then outstanding Notes and a waiver of the
payment default that resulted from such acceleration);


 


(5) make any Note payable in money other than
that stated in the Notes;


 


(6) make any change in the provisions of this
Indenture relating to waivers of past Defaults or the rights of Holders of
Notes to receive payments of principal of, or interest or premium, if any, on,
the Notes;


 


(7) waive a redemption payment with respect to
any Note; or


 


(8) make any change in the preceding amendment and
waiver provisions.


 


Section 9.03           Compliance with Trust Indenture Act


 


Every amendment or
supplement to this Indenture or the Notes will be set forth in an amended or
supplemental indenture that complies with the TIA 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 a Note
is a continuing consent by the Holder of a Note and every subsequent Holder of
a Note or portion of a Note that evidences the same debt as the consenting
Holder’s Note, even if notation of the consent is not made on any Note. However,
any such Holder of a Note or subsequent Holder of a Note may revoke the consent
as to its Note if the Trustee receives written notice of revocation before the
date the amendment,


 


44

















 


supplement or waiver becomes effective. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds
every Holder.


 


Section 9.05           Notation on or Exchange of Notes


 


The Trustee may place an
appropriate notation about an amendment, supplement or waiver on any Note
thereafter authenticated. The Company in exchange for all Notes may issue and
the Trustee shall, upon receipt of an Authentication Order, authenticate new
Notes that reflect the amendment, supplement or waiver.


 


Failure to make the
appropriate notation or issue a new Note will not affect the validity and
effect of such amendment, supplement or waiver.


 


Section 9.06           Trustee to Sign Amendments, etc


 


The Trustee will sign any
amended or supplemental indenture authorized pursuant to this Article 9 if
the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Company may not sign an amended
or supplemental indenture until the Board of Directors of the Company approves
it. In executing any amended or supplemental indenture, the Trustee will be
entitled to receive and (subject to Section 7.01 hereof) will be fully
protected in relying upon, in addition to the documents required by Section 11.04
hereof, an Officers’ Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted
by this Indenture and, with respect to such Opinion of Counsel, that such amended
or supplemental indenture is a valid and binding obligation of the Company,
enforceable against it in accordance with its terms (subject to customary
conditions).


 


ARTICLE 10

satisfaction and discharge


 


Section 10.01         Satisfaction
and Discharge


 


This Indenture will be
discharged and will cease to be of further effect as to all Notes issued
hereunder, when:


 


(1) either:


 


(a)  all Notes that have been authenticated,
except lost, stolen or destroyed Notes that have been replaced or paid and
Notes for whose payment money has theretofore been deposited in trust and
thereafter repaid to the Company, have been delivered to the Trustee for
cancellation; or


 


(b)  all Notes that have not been delivered
to the Trustee for cancellation have become due and payable by reason of the
mailing of a notice of redemption or otherwise or will become due and payable
within one year and the Company has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust solely for the benefit of
the Holders, cash in U.S. dollars, non-callable Government Securities, or a
combination thereof, in such amounts as will be sufficient, without
consideration of any reinvestment of interest, to pay and discharge the entire
Indebtedness on the Notes not delivered to the Trustee for cancellation for
principal, premium, if any, and accrued interest to the date of maturity or
redemption;


 


45

















 


(2) no Default or Event of Default has occurred
and is continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit)
and the deposit will not result in a breach or violation of, or constitute a
default under, any other instrument to which the Company is a party or by which
the Company is bound;


 


(3) the Company has paid or caused to be paid all
sums payable by it under this Indenture; and


 


(4) the Company has delivered irrevocable
instructions to the Trustee under this Indenture to apply the deposited money
toward the payment of the Notes at maturity or on the redemption date, as the
case may be.


 


In addition, the Company
must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee
stating that all conditions precedent to satisfaction and discharge have been
satisfied.


 


Notwithstanding the
satisfaction and discharge of this Indenture, if money has been deposited with
the Trustee pursuant to subclause (b) of clause (1) of this Section 10.01,
the provisions of Sections 10.02 and 8.06 hereof will survive. In addition,
nothing in this Section 10.01 will be deemed to discharge those provisions
of Section 7.07 hereof, that, by their terms, survive the satisfaction and
discharge of this Indenture.


 


Section 10.02         Application
of Trust Money


 


Subject to the provisions
of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 10.01
hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest for whose payment such money has been
deposited with the Trustee; but such money need not be 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 in accordance with Section 10.01
hereof by reason of any legal proceeding or by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company’s obligations under this Indenture
and the Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 10.01 hereof; provided that
if the Company has made any payment of principal of, premium, if any, or
interest on, any Notes because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money or Government Securities held by the
Trustee or Paying Agent.


 


ARTICLE 11

MISCELLANEOUS


 


Section 11.01         Trust
Indenture Act Controls


 


If any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c),
the imposed duties will control.


 


46

















 


Section 11.02         Notices


 


Any notice or
communication by the Company or the Trustee to the other is duly given if in
writing and delivered in Person or by first class mail (registered or
certified, return receipt requested), facsimile transmission or overnight air
courier guaranteeing next day delivery, to the others’ address:


 


	
  If to the Company:

  
	
   

  
	
  Acorda Therapeutics, Inc.

  
	
  15 Skyline Drive

  
	
  Hawthorne, New York 10532

  
	
  Facsimile No.: (      )      -      

  
	
  Attention:

  



 


	
  With a copy to:

  
	
   

  
	
   

  
	
  Facsimile No.:
  (      )      -      

  
	
  Attention:

  



 


	
  If to the Trustee:

  
	
   

  
	
  Wilmington Trust Company

  
	
  Rodney Square North

  
	
  1100 North Market Street

  
	
  Wilmington, Delaware 19890-0001

  
	
  Facsimile No.:
  (      )      -      

  
	
  Attention:

  



 


The Company or the Trustee,
by notice to the other, may designate additional or different addresses for
subsequent notices or communications.


 


All notices and
communications (other than those sent to Holders) will be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when receipt acknowledged, if transmitted by facsimile; and the next Business
Day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.


 


Any notice or
communication to a Holder will be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing
next day delivery to its address shown on the register kept by the Registrar. Any
notice or communication will also be so mailed to any Person described in TIA
§ 313(c), to the extent required by the TIA. Failure to mail a notice or
communication to a Holder or any defect in it will not affect its sufficiency
with respect to other Holders.


 


If a notice or
communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.


 


If the Company mails a
notice or communication to Holders, it will mail a copy to the Trustee and each
Agent at the same time.


 


47

















 


Section 11.03         Communication
by Holders of Notes with Other Holders of Notes


 


Holders may communicate
pursuant to TIA § 312(b) with other Holders with respect to their
rights under this Indenture or the Notes. The Company, the Trustee, the
Registrar and anyone else shall have the protection of TIA § 312(c).


 


Section 11.04         Certificate
and Opinion as to Conditions Precedent


 


Upon any request or
application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee:


 


(1) an Officers’ Certificate in form and
substance reasonably satisfactory to the Trustee (which must include the
statements set forth in Section 11.05 hereof) stating that, in the opinion
of the signers, all conditions precedent and covenants, if any, provided for in
this Indenture relating to the proposed action have been satisfied; and


 


(2) an Opinion of Counsel in form and substance
reasonably satisfactory to the Trustee (which must include the statements set
forth in Section 11.05 hereof) stating that, in the opinion of such
counsel, all such conditions precedent and covenants have been satisfied.


 


Section 11.05         Statements
Required in Certificate or Opinion


 


Each certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture (other than a certificate provided pursuant to TIA
§ 314(a)(4)) must comply with the provisions of TIA § 314(e) and
must include:


 


(1) a statement that the Person making such
certificate or opinion has read such covenant or condition;


 


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


 


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


 


(4) a statement as to whether or not, in the
opinion of such Person, such condition or covenant has been satisfied.


 


Section 11.06         Rules by
Trustee and Agents


 


The Trustee may make
reasonable rules for action by or at a meeting of Holders. The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements
for its functions.


 


Section 11.07         No Personal
Liability of Directors, Officers, Employees and Stockholders


 


No past, present or
future director, officer, employee, incorporator or stockholder of the Company
will have any liability for any obligations of the Company under the Notes or
this Indenture, 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


 


48

















 


consideration for issuance of the Notes. The waiver may not be
effective to waive liabilities under the federal securities laws.


 


Section 11.08         Governing Law


 


THE INTERNAL LAW OF THE
STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE
NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.


 


Section 11.09         No Adverse
Interpretation of Other Agreements


 


This Indenture may not be
used to interpret any other indenture, loan or debt agreement of the Company or
its Subsidiaries or of any other Person. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.


 


Section 11.10         Successors


 


All agreements of the
Company in this Indenture and the Notes will bind its successors. All
agreements of the Trustee in this Indenture will bind its successors.


 


Section 11.11         Severability


 


In case any provision in
this Indenture or in the Notes is invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions will not in
any way be affected or impaired thereby.


 


Section 11.12         Counterpart
Originals


 


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


 


Section 11.13         Table of
Contents, Headings, etc.


 


The Table of Contents,
Cross-Reference Table and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Indenture and will in no way modify or restrict any
of the terms or provisions hereof.


 


[Signatures on following page]


 


49

















 


SIGNATURES


 


	
  Dated as of
              , 20

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ACORDA THERAPEUTICS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WILMINGTON TRUST COMPANY, as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 
















 


Face of Note


 


CUSIP/CINS              


 


    % Senior Notes due 20    


 


	
  No.       

  	
  $             

  



 


ACORDA THERAPEUTICS, INC.
promises to pay to                                                                                 
or registered assigns,


 


the principal sum of                                                                                                                     
DOLLARS on                           ,
20    .


 


Interest Payment
Dates:                          
and


 


Record Dates:                          
and


 


Dated:                                ,
20    .


 


	
   

  	
  ACORDA THERAPEUTICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


This is one of the Notes referred to

in the within-mentioned Indenture:


 


	
  WILMINGTON TRUST COMPANY,

  
	
    as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  	
   

  



 


A1-1

















 


Back of Note


    % Senior Notes due 20    


 


Insert
the Global Note Legend, if applicable pursuant to the provisions of the
Indenture


 


Insert
the Private Placement Legend, if applicable pursuant to the provisions of the
Indenture


 


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


 


(1) INTEREST. Acorda Therapeutics, Inc.,
a Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this Note at
      % per annum from
                                ,
20     until maturity. The Company will pay interest
semi-annually in arrears on
                      
and                       
of each year, 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 will 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
there is no existing Default in the payment of interest, and 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
                          ,
20    . The Company will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is 1%
per annum in excess of the rate then in effect to the extent lawful; it will
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.


 


(2) METHOD OF PAYMENT. The Company will pay
interest on the Notes (except defaulted interest) to the Persons who are
registered Holders of Notes at the close of business on the
                      
or
                      
next preceding the Interest Payment Date, even if such Notes are canceled after
such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes will be payable as to principal, premium, if any, and
interest at the office or agency of the Company maintained for such purpose
within or without
                    ,
                    ,
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 register of Holders; provided that payment by wire transfer of
immediately available funds will be required with respect to principal of and
interest, and premium, if any, on, all Global Notes and all other Notes the
Holders of which will have provided wire transfer instructions to the Company
or the Paying Agent. Such payment will 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,
Wilmington Trust Company, the Trustee under the Indenture, will 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
                        ,
20     (the “Indenture”)
between the Company and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to


 


A1-2

















 


the TIA. 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 Indenture does not limit the
aggregate principal amount of Notes that may be issued thereunder.


 


(5) OPTIONAL REDEMPTION. On or after
              ,
20    , the Company will have the option to redeem all or a
part of the Notes upon not less than 30 nor more than 60 days’ notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest on the Notes redeemed to the applicable
redemption date, if redeemed during the twelve-month period beginning on
                      
of the years indicated below, subject to the rights of Holders on the relevant
record date to receive interest on the relevant interest payment date:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  20    
  

  	
   

  	
   

  	
  %

  
	
  20    
  

  	
   

  	
   

  	
  %

  
	
  20    
  

  	
   

  	
   

  	
  %

  
	
  20    
  and thereafter%

  	
   

  	
   

  	
  %

  



 


Unless the Company
defaults in the payment of the redemption price, interest will cease to accrue
on the Notes or portions thereof called for redemption on the applicable
redemption date.


 


(6) MANDATORY
REDEMPTION.


 


The Company is not
required to make mandatory redemption or sinking fund payments with respect to
the Notes.


 


(6) MANDATORY REDEMPTION.


 


(7) NOTICE OF REDEMPTION. Notice of redemption
will 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 registered address,
except that redemption notices may be mailed more than 60 days prior to a
redemption date if the notice is issued in connection with a defeasance of the
Notes or a satisfaction or discharge of the Indenture. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of $1,000,
unless all of the Notes held by a Holder are to be redeemed.


 


(8) DENOMINATIONS, TRANSFER, EXCHANGE. Except
as provided in Section 2.01(a) of the Indenture, the Notes are in
registered form without coupons in denominations of $1,000 and integral multiples
of $1,000. The transfer of Notes may be registered and Notes may be exchanged
as provided in the Indenture. The Registrar and the Trustee may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees
required by law or permitted by the Indenture. The Company need not exchange or
register the transfer of any Note or portion of a Note selected for redemption,
except for the unredeemed portion of any Note being redeemed in part. Also, the
Company need not exchange or register the transfer of any Notes for a period of
15 days before a selection of Notes to be redeemed or during the period between
a record date and the corresponding Interest Payment Date.


 


(9) PERSONS DEEMED OWNERS. The registered
Holder of a Note may be treated as its owner for all purposes.


 


A1-3

















 


(10) AMENDMENT, SUPPLEMENT AND WAIVER. Subject
to certain exceptions, the Indenture or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes voting as a single
class, and, subject to certain exceptions, any existing Default or Event or
Default or compliance with any provision of the Indenture or the Notes may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the then outstanding Notes voting as a single class. Without the
consent of any Holder of a Note, the Indenture or the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company’s obligations to Holders of the Notes
in case of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, to
comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the TIA, to conform the text of the
Indenture or the Notes to any provision of the “Description of Notes” section
of the Company’s Offering Memorandum dated                 ,
20    , relating to the initial offering of the Notes, to
the extent that such provision in that “Description of Notes” was intended by
the Company to be a verbatim recitation of a provision of the Indenture or the
Notes; or to provide for the issuance of Additional Notes in accordance with
the limitations set forth in the Indenture.


 


(11) DEFAULTS AND REMEDIES. Events of Default
include:  (i) default for 30 days in
the payment when due of interest on the Notes; (ii) default in the payment
when due of the principal of, or premium, if any, on, the Notes when the same
becomes due and payable at maturity, upon redemption (including in connection
with an offer to purchase) or otherwise; (iii) failure by the Company to
comply with Section 5.01 of the Indenture; (iv) failure by the
Company for 60 days after notice to the Company by the Trustee or the Holders
of at least 25% in aggregate principal amount of the Notes then outstanding
voting as a single class to comply with any of the other agreements in the
Indenture; (v) default under certain other agreements relating to
Indebtedness of the Company which default results in the acceleration of such
Indebtedness prior to its express maturity; (vi) certain final judgments
for the payment of money that remain undischarged for a period of 60 days; and
(vii) certain events of bankruptcy or insolvency with respect to the
Company or any of its Subsidiaries that is a Significant Subsidiary or any
group of Subsidiaries that, taken together, would constitute a Significant
Subsidiary. If any Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable immediately without further action or notice. Holders may not
enforce the Indenture or the Notes except as provided in the Indenture. Subject
to certain limitations, Holders of a majority in aggregate principal amount of
the then outstanding Notes may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest or premium, if any,) if the
Board of Directors of the Trustee or a committee of the Trustee’ Responsible
Officers determines that withholding notice is in their interest. The Holders
of a majority in aggregate principal amount of the then outstanding Notes by
notice to the Trustee may, on behalf of the Holders, rescind an acceleration
and its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default (except nonpayment of principal,
interest or premium, if any, that has become due solely because of the
acceleration) have been cured or waived. The Company is required to deliver to
the Trustee annually a statement regarding compliance with the Indenture, and
the Company is required,


 


A1-4

















 


upon becoming
aware of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.


 


(12) TRUSTEE DEALINGS WITH COMPANY. The
Trustee, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its Affiliates, and may
otherwise deal with the Company or its Affiliates, as if it were not the
Trustee.


 


(13) NO RECOURSE AGAINST OTHERS. A
director, officer, employee, incorporator or stockholder of the Company will
not have any liability for any obligations of the Company under the Notes or
the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder 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.


 


(14) AUTHENTICATION. This Note will
not be valid until authenticated by the manual signature of the Trustee or an
authenticating agent.


 


(15) 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 right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).


 


(16) CUSIP NUMBERS. Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes,
and the Trustee may use CUSIP 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.


 


(17) GOVERNING LAW. THE INTERNAL LAW OF THE
STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS
NOTE  WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


The Company will furnish
to any Holder upon written request and without charge a copy of the Indenture. Requests
may be made to:


 


Acorda Therapeutics, Inc.


15 Skyline Drive


Hawthorne, New
York 10532


Attention:
          


 


A1-5

















 


ASSIGNMENT FORM


 


To assign this Note, fill
in the form below:


 


(I) or (we) assign
and transfer this Note to:                                                                   


                                                                    (Insert
assignee’s legal name)


 


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


 


 


 


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


 


and irrevocably appoint                                                            

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


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

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

  
	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
	
   

  
							



 






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


 


A1-6

















 


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


 


	
   

  	
   

  	
  Amount of decrease in

  Principal Amount of

  	
   

  	
  Amount of increase in

  Principal Amount of

  	
   

  	
  Principal Amount of

  this Global Note

  following such

  decrease

  	
   

  	
  Signature of authorized

  officer of Trustee or

  
	
  Date of Exchange

  	
   

  	
  this Global Note

  	
   

  	
  this Global Note

  	
   

  	
  (or increase)

  	
   

  	
  Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






*                 This schedule should be included only if the Note is issued in global
form.


 


A1-7

















 


Face of Regulation S Temporary Global Note


 


CUSIP/CINS         


 


     % Senior Notes due 20     


 


	
  No.     

  	
  $             

  



 


ACORDA THERAPEUTICS, INC.
promises to pay to                                                                                 
or registered assigns,


 


the principal sum of                                                                                                                     
DOLLARS on                           ,
20      .


 


Interest Payment
Dates:                          
and                        


 


Record Dates:                          
and                        


 


Dated:                                ,
20    .


 


	
   

  	
  ACORDA THERAPEUTICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


This is one of the Notes referred to

in the within-mentioned Indenture:


 


	
  WILMINGTON TRUST COMPANY,

  	
   

  
	
   as Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  	
   

  



 


A2-1

















 


Back of Regulation S Temporary Global Note

      % Senior Notes due 20      


 


THE RIGHTS ATTACHING TO
THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE
INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF
THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF
INTEREST HEREON.


 


THIS GLOBAL NOTE IS HELD
BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS 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 (1) THE
TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY.


 


UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
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 NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”),
(B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR
BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION
IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN
INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “IAI”), (2) AGREES
THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING
INTO ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF
APPLICABLE) UNDER THE


 


A2-2

















 


SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE,
RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS
A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT (IF AVAILABLE), (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES
TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE REGISTRATION OF TRANSFER OF THIS NOTE (THE FORM OF
WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN
RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES AT THE TIME OF TRANSFER OF
LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (F) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT
WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION
WITH ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD
REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE
REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED
STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF
REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION
REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN
VIOLATION OF THE FOREGOING RESTRICTIONS.


 


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


 


(1)  INTEREST. Acorda Therapeutics, Inc.,
a Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this Note at
      % per annum from
                                ,
20     until maturity. The Company will pay interest
semi-annually in arrears on
                      
and
                      
of each year, 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 will 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
there is no existing Default in the payment of interest, and 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
                          ,
20    . The Company will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is 1%
per annum in excess of the rate then in effect to the extent lawful; it will
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.


 


A2-3

















 


Until this Regulation S Temporary Global Note is exchanged for one or
more Regulation S Permanent Global Notes, the Holder hereof shall not be
entitled to receive payments of interest hereon; until so exchanged in full,
this Regulation S Temporary Global Note shall in all other respects be entitled
to the same benefits as other Notes under the Indenture.


 


(2)  METHOD OF PAYMENT.
The Company will pay interest on the Notes (except defaulted interest) to the
Persons who are registered Holders of Notes at the close of business on the                       
or                       
next preceding the Interest Payment Date, even if such Notes are canceled after
such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes will be payable as to principal, premium, if any, and
interest at the office or agency of the Company maintained for such purpose
within or without                     ,
                    ,
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 register of Holders; provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest, and
premium on, all Global Notes and all other Notes the Holders of which will have
provided wire transfer instructions to the Company or the Paying Agent. Such
payment will 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, Wilmington Trust Company, the
Trustee under the Indenture, will 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                         ,
20     (the “Indenture”)
between the Company and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to
the TIA. 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 Indenture
does not limit the aggregate principal amount of Notes that may be issued
thereunder.


 


(5)  OPTIONAL REDEMPTION.


 


On or after               ,
20    , the Company will have the option to redeem all or a
part of the Notes upon not less than 30 nor more than 60 days’ notice, at the
redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest on the Notes redeemed to the applicable
redemption date, if redeemed during the twelve-month period beginning on                       
of the years indicated below, subject to the rights of Holders on the relevant
record date to receive interest on the relevant interest payment date:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  20    

  	
   

  	
   

  	
  %

  
	
  20    

  	
   

  	
   

  	
  %

  
	
  20    

  	
   

  	
   

  	
  %

  
	
  20    
  and thereafter

  	
   

  	
   

  	
  %

  



 


Unless the Company defaults in the
payment of the redemption price, interest will cease to accrue on the Notes or
portions thereof called for redemption on the applicable redemption date.


 


A2-4

















 


(6)  MANDATORY REDEMPTION.


 


The Company is not
required to make mandatory redemption or sinking fund payments with respect to
the Notes.


 


(7)  NOTICE OF REDEMPTION.
Notice of redemption will 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
registered address, except that redemption notices may be mailed more than 60
days prior to a redemption date if the notice is issued in connection with a
defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes
in denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed.


 


(8)  DENOMINATIONS, TRANSFER,
EXCHANGE. Except as provided in Section 2.01(a) of the
Indenture, the Notes are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not exchange or register the transfer of any Note or portion
of a Note selected for redemption, except for the unredeemed portion of any
Note being redeemed in part. Also, the Company need not exchange or register
the transfer of any Notes for a period of 15 days before a selection of Notes
to be redeemed or during the period between a record date and the corresponding
Interest Payment Date.


 


This Regulation S
Temporary Global Note is exchangeable in whole or in part for one or more Global
Notes only (i) on or after the termination of the 40-day distribution
compliance period (as defined in Regulation S) and (ii) upon presentation
of certificates (accompanied by an Opinion of Counsel, if applicable) required
by Article 2 of the Indenture. Upon exchange of this Regulation S
Temporary Global Note for one or more Global Notes, the Trustee shall cancel
this Regulation S Temporary Global Note.


 


(9)  PERSONS DEEMED OWNERS.
The registered Holder of a Note may be treated as its owner for all purposes.


 


(10)  AMENDMENT, SUPPLEMENT AND
WAIVER. Subject to certain exceptions, the Indenture or the Notes
may be amended or supplemented with the consent of the Holders of at least a
majority in aggregate principal amount of the then outstanding Notes voting as
a single class, and, subject to certain exceptions, any existing Default or
Event or Default or compliance with any provision of the Indenture or the Notes
may be waived with the consent of the Holders of a majority in aggregate
principal amount of the then outstanding Notes voting as a single class. Without
the consent of any Holder of a Note, the Indenture or the Notes may be amended
or supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company’s obligations to Holders of the Notes
in case of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, to
comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the TIA, to conform the text of the
Indenture or the Notes to any provision of the “Description of Notes” section
of the Company’s Offering Memorandum dated                 ,
20    , relating to the initial offering of the Notes, to
the extent that such provision in that “Description of Notes” was


 


A2-5

















 


intended by the
Company to be a verbatim recitation of a provision of the Indenture or the
Notes; or to provide for the issuance of Additional Notes in accordance with
the limitations set forth in the Indenture.


 


(11)  DEFAULTS AND REMEDIES.
Events of Default include:  (i) default
for 30 days in the payment when due of interest on the Notes; (ii) default
in the payment when due of the principal of, or premium, if any, on, the Notes
when the same becomes due and payable at maturity, upon redemption (including
in connection with an offer to purchase) or otherwise; (iii) failure by
the Company to comply with Section 5.01 of the Indenture; (iv) failure
by the Company for 60 days after notice to the Company by the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes then
outstanding voting as a single class to comply with any of the other agreements
in the Indenture; (v) default under certain other agreements relating to
Indebtedness of the Company which default results in the acceleration of such
Indebtedness prior to its express maturity; (vi) certain final judgments
for the payment of money that remain undischarged for a period of 60 days; and (vii) certain
events of bankruptcy or insolvency with respect to the Company or any of its
Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries
that, taken together, would constitute a Significant Subsidiary. If any Event
of Default occurs and is continuing, the Trustee or the Holders of at least 25%
in aggregate principal amount of the then outstanding Notes may declare all the
Notes to be due and payable immediately. Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or insolvency,
all outstanding Notes will become due and payable immediately without further
action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a
majority in aggregate principal amount of the then outstanding Notes may direct
the Trustee in its exercise of any trust or power. The Trustee may withhold
from Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest or premium, if any,) if the Board of Directors of the Trustee or a
committee of the Trustee’s Responsible Officers determines that withholding
notice is in their interest. The Holders of a majority in aggregate principal
amount of the then outstanding Notes by notice to the Trustee may, on behalf of
the Holders, rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing Events of
Default (except nonpayment of principal, interest or premium, if any, that has
become due solely because of the acceleration) have been cured or waived. The
Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is required, upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.


 


(12)  TRUSTEE DEALINGS WITH
COMPANY. The Trustee, in its individual or any other capacity, may
make loans to, accept deposits from, and perform services for the Company or
its Affiliates, and may otherwise deal with the Company or its Affiliates, as
if it were not the Trustee.


 


(13)  NO RECOURSE AGAINST OTHERS.
A director, officer, employee, incorporator or stockholder of the Company will
not have any liability for any obligations of the Company under the Notes or
the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder 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.


 


(14)  AUTHENTICATION.
This Note will not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.


 


A2-6

















 


(15)  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 right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).


 


(16)  CUSIP NUMBERS. Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed
on the Notes, and the Trustee may use CUSIP 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.


 


(17)  GOVERNING LAW. THE INTERNAL LAW OF THE
STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS NOTE
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.


 


The Company will furnish
to any Holder upon written request and without charge a copy of the Indenture. Requests
may be made to:


 


	
  Acorda
  Therapeutics, Inc.

  
	
  15 Skyline Drive

  
	
  Hawthorne, New York
  10532

  
	
  Attention:                   

  



 


A2-7

















 


ASSIGNMENT FORM


 


To assign this Note, fill
in the form below:


 


(I) or (we) assign
and transfer this Note to:                                                                           


                                                                      (Insert
assignee’s legal name)


 


 


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


 


 


 


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


 


and irrevocably appoint                                                        

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


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

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

  
	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
							



 






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


 


A2-8

















 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S
TEMPORARY GLOBAL NOTE


 


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


 


	
   

  	
   

  	
  Amount of decrease in

  Principal Amount of

  	
   

  	
  Amount of increase in

  Principal Amount of

  	
   

  	
  Principal Amount of

  this Global Note

  following such

  decrease

  	
   

  	
  Signature of authorized

  officer of Trustee or

  
	
  Date
  of Exchange

  	
   

  	
  this Global Note

  	
   

  	
  this Global Note

  	
   

  	
  (or increase)

  	
   

  	
  Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A2-9

















 


EXHIBIT B


 


FORM OF CERTIFICATE OF TRANSFER


 


Company Address


 


Registrar
Address


 


Re:        % Senior Notes due 20      s


 


Reference is hereby made
to the Indenture, dated as of               ,
20     (the “Indenture”),
among Acorda Therapeutics, Inc. as issuer (the “Company”),
and Wilmington Trust Company, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.


 


                                      ,
(the “Transferor”) owns and proposes to
transfer the Notes or interest in such Notes specified in Annex A hereto, in
the principal amount of $                      
in such Notes or interests (the “Transfer”),
to                                                        
(the “Transferee”), as further specified in
Annex A hereto. In connection with the Transfer, the Transferor hereby
certifies that:


 


CHECK ALL THAT APPLY


 


1.   o   Check if Transferee will take delivery of a
beneficial interest in the 144A Global Note or a Restricted Definitive Note
pursuant to Rule 144A. The Transfer is being effected
pursuant to and in accordance with Rule 144A under the Securities Act of
1933, as amended (the “Securities Act”),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the
Transferor reasonably believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect
to which such Person exercises sole investment discretion, and such Person and
each such account is a “qualified institutional buyer” within the meaning of Rule 144A
in a transaction meeting the requirements of Rule 144A, and such Transfer
is in compliance with any applicable blue sky securities laws of any state of
the United States. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the 144A Global Note and/or the
Restricted Definitive Note and in the Indenture and the Securities Act.


 


2.   o   Check if Transferee will take delivery of a
beneficial interest in the Regulation S 
Temporary Global Note, the Regulation S Permanent Global Note or a
Restricted Definitive Note pursuant to Regulation S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904
under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a Person in the
United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or
through the facilities of a designated offshore securities market and neither
such Transferor nor any Person acting on its behalf knows that the transaction
was prearranged with a buyer in the United States, (ii) no directed
selling efforts have been made in contravention of the requirements of Rule 903(b) or
Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is
being made prior to the expiration of the Restricted Period, the transfer is
not being made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an Initial Purchaser). Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on Transfer
enumerated in the Private Placement Legend printed on the Regulation S
Permanent Global Note, the Regulation S Temporary Global Note and/or the
Restricted Definitive Note and in the Indenture and the Securities Act.


 


B-1

















 


3.   o   Check and complete if Transferee will take
delivery of a beneficial interest in the IAI Global Note or a Restricted
Definitive Note pursuant to any provision of the Securities Act other than Rule 144A
or Regulation S. The Transfer is being effected in compliance
with the transfer restrictions applicable to beneficial interests in Restricted
Global Notes and Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act and any applicable blue sky securities laws of any
state of the United States, and accordingly the Transferor hereby further
certifies that (check one):


 


(a)       o   such
Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act;


 


or


 


(b)       o   such
Transfer is being effected to the Company or a Subsidiary thereof;


 


or


 


(c)       o   such
Transfer is being effected pursuant to an effective registration statement
under theSecurities Act and in compliance with the prospectus delivery
requirements of the Securities Act;


 


or


 


(d)       o   such
Transfer is being effected to an Institutional Accredited Investor and pursuant
to an exemption from the registration requirements of the Securities Act other
than Rule 144A, Rule 144, Rule 903 or Rule 904, and the
Transferor hereby further certifies that it has not engaged in any general
solicitation within the meaning of Regulation D under the Securities Act and
the Transfer complies with the transfer restrictions applicable to beneficial
interests in a Restricted Global Note or Restricted Definitive Notes and the
requirements of the exemption claimed, which certification is supported by (1) a
certificate executed by the Transferee in the form of Exhibit D to the
Indenture and (2) if such Transfer is in respect of a principal amount of
Notes at the time of transfer of less than $250,000, an Opinion of Counsel
provided by the Transferor or the Transferee (a copy of which the Transferor
has attached to this certification), to the effect that such Transfer is in
compliance with the Securities Act. Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the IAI Global Note
and/or the Restricted Definitive Notes and in the Indenture and the Securities
Act.


 


4.   o   Check if Transferee will take delivery of a
beneficial interest in an Unrestricted Global Note or of an Unrestricted
Definitive Note.


 


(a)   o   Check if Transfer is pursuant to Rule 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.


 


B-2

















 


(b)   o   Check if Transfer is Pursuant to Regulation S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904
under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.


 


(c)   o   Check if Transfer is Pursuant to Other Exemption. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule 903
or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will not be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Notes or Restricted Definitive Notes and in the Indenture.


 


This certificate and the
statements contained herein are made for your benefit and the benefit of the
Company.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Insert Name of Transferor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
						



 


B-3

















 


ANNEX A TO CERTIFICATE OF TRANSFER


 


1.             The Transferor owns and proposes to transfer the
following:


 


CHECK ONE OF (a) OR (b)


 


(a)  o   a
beneficial interest in the:


 


(i)     o   144A
Global Note (CUSIP                   ),
or


 


(ii)     o   Regulation
S Global Note (CUSIP                   ),
or


 


(iii)     o   IAI
Global Note (CUSIP                   );
or


 


(b)  o   a
Restricted Definitive Note.


 


2.             After the Transfer the Transferee will hold:


 


CHECK ONE


 


(a)  o   a
beneficial interest in the:


 


(i)     o   144A
Global Note (CUSIP                   ),
or


 


(ii)     o   Regulation
S Global Note (CUSIP                   ),
or


 


(iii)     o   IAI
Global Note (CUSIP                   );
or


 


(iv)     o   Unrestricted
Global Note (CUSIP                   );
or


 


(b)  o   a
Restricted Definitive Note; or


 


(c)  o   an
Unrestricted Definitive Note,


 


in accordance with
the terms of the Indenture.


 


B-4

















 


EXHIBIT C


FORM OF CERTIFICATE OF EXCHANGE


 


Company Address


 


Registrar
Address


 


Re:        % Senior Notes due 20      


 


(CUSIP                 )


 


Reference is hereby made
to the Indenture, dated as of           ,
20     (the “Indenture”), between
Acorda Therapeutics, Inc., as issuer (the “Company”),
and Wilmington Trust Company, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.


 


                                                    ,
(the “Owner”) owns and proposes to exchange
the Notes or interest in such Notes specified herein, in the principal amount
of $                        
in such Notes or interests (the “Exchange”). In
connection with the Exchange, the Owner hereby certifies that:


 


1.             Exchange of Restricted
Definitive Notes or Beneficial Interests in a Restricted Global Note for
Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global
Note


 


(a)  o     Check if Exchange is from beneficial interest in a Restricted Global
Note to beneficial interest in an Unrestricted Global Note. In
connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an
equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance
with the Securities Act of 1933, as amended (the “Securities
Act”), (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States.


 


(b)  o     Check if Exchange is from beneficial interest in a Restricted Global
Note to Unrestricted Definitive Note. In connection with the
Exchange of the Owner’s beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the
Definitive Note is being acquired for the Owner’s own account without transfer,
(ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the
Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.


 


(c)  o     Check if Exchange is from Restricted Definitive Note to beneficial
interest in an Unrestricted Global Note. In connection with the
Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in
an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and


 


C-1

















 


(iv) the beneficial
interest is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.


 


(d)  o     Check if Exchange is from Restricted Definitive Note to Unrestricted
Definitive Note. In connection with the Owner’s Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner
hereby certifies (i) the Unrestricted Definitive Note is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Unrestricted Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.


 


2.             Exchange of Restricted
Definitive Notes or Beneficial Interests in Restricted Global Notes for
Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes


 


(a)  o     Check if Exchange is from beneficial interest in a Restricted Global
Note to Restricted Definitive Note. In connection with the Exchange
of the Owner’s beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
(i) the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer and (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Restricted Definitive Notes
and pursuant to and in accordance with the Securities Act, and in compliance
with any applicable blue sky securities laws of any state of the United States.
Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the Restricted Definitive Note issued will continue to be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Definitive Note and in the Indenture and the Securities Act.


 


(b)  o     Check if Exchange is from Restricted Definitive Note to beneficial
interest in a Restricted Global Note. In connection with the
Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in
the Restricted Global Note with an equal principal amount, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s
own account without transfer and (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act, and
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the beneficial interest issued will be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed
on the relevant Restricted Global Note and in the Indenture and the Securities
Act.


 


This certificate and the
statements contained herein are made for your benefit and the benefit of the
Company.


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name of Transferor

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
							



 


C-2

















 


EXHIBIT D


 


FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


 


Company Address


 


Registrar
Address


 


Re:                           % Senior Notes
due 20      


 


Reference is hereby made
to the Indenture, dated as of                     ,
20     (the “Indenture”),
between Acorda Therapeutics, Inc., as issuer (the “Company”),
and Wilmington Trust Company, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.


 


In connection with our
proposed purchase of $                        
aggregate principal amount of:


 


(a)  o     a beneficial interest in a Global Note, or


 


(b)  o     a Definitive Note,


 


we confirm that:


 


1.             We understand that any subsequent transfer of the Notes
or any interest therein is subject to certain restrictions and conditions set
forth in the Indenture and the undersigned agrees to be bound by, and not to
resell, pledge or otherwise transfer the Notes or any interest therein except
in compliance with, such restrictions and conditions and the Securities Act of
1933, as amended (the “Securities Act”).


 


2.             We understand that the offer and sale of the Notes have
not been registered under the Securities Act, and that the Notes and any
interest therein may not be offered or sold except as permitted in the
following sentence. We agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, that if we should sell the Notes
or any interest therein, we will do so only (A) to the Company or any
subsidiary thereof, (B) in accordance with Rule 144A under the
Securities Act to a “qualified institutional buyer” (as defined therein), (C) to
an institutional “accredited investor” (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to
you and to the Company a signed letter substantially in the form of this letter
and, if such transfer is in respect of a principal amount of Notes, at the time
of transfer of less than $250,000, an Opinion of Counsel in form reasonably
acceptable to the Company to the effect that such transfer is in compliance
with the Securities Act, (D) outside the United States in accordance with Rule 904
of Regulation S under the Securities Act, (E) pursuant to the provisions
of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any Person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the requirements of clauses (A) through
(E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.


 


D-1

















 


3.             We understand that, on any proposed resale of the Notes
or beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and
the Company may reasonably require to confirm that the proposed sale complies
with the foregoing restrictions. We further understand that the Notes purchased
by us will bear a legend to the foregoing effect.


 


4.             We are an institutional “accredited investor” (as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under
the Securities Act) and have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of our
investment in the Notes, and we and any accounts for which we are acting are
each able to bear the economic risk of our or its investment.


 


5.             We are acquiring the Notes or beneficial interest
therein purchased by us for our own account or for one or more accounts (each
of which is an institutional “accredited investor”) as to each of which we
exercise sole investment discretion.


 


You and the Company are
entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative or
legal proceedings or official inquiry with respect to the matters covered
hereby.


 


	
   

  	
   

  
	
   

  	
   

  	
  Name of Accredited Investor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Dated: