exv4w1






Exhibit 4.1




 

 






OASIS PETROLEUM INC.




AND



U.S. BANK NATIONAL ASSOCIATION



Trustee



 





INDENTURE



DATED AS OF FEBRUARY 2, 2011



 





SENIOR DEBT SECURITIES



 

 












 









 
















OASIS PETROLEUM INC.

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS

AMENDED, AND INDENTURE, DATED AS OF FEBRUARY 2, 2011




	 	 	 
	TRUST INDENTURE ACT SECTION	 	INDENTURE SECTION
	 
	 	 
	Section 310(a)(1)

	 	6.9
	(a)(2)

	 	 6.9
	(a)(3)

	 	Not Applicable
	(a)(4)

	 	Not Applicable
	(a)(5)

	 	 6.9
	(b)

	 	 6.8
	 
	 	 
	Section 311

	 	 6.13
	 
	 	 
	Section 312(a)

	 	 7.1, 7.2(a)
	(b)

	 	 7.2(b)
	(c)

	 	 7.2(c)
	 
	 	 
	Section 313(a)

	 	 7.3
	(b)

	 	 *
	(c)

	 	 *
	(d)

	 	 7.3
	 
	 	 
	Section 314(a)

	 	 7.4
	(a)(4)

	 	 10.5
	(b)

	 	 Not Applicable
	(c)(1)

	 	 1.3
	(c)(2)

	 	 1.3
	(c)(3)

	 	Not Applicable
	(d)

	 	Not Applicable
	(e)

	 	 1.3
	 
	 	 
	Section 315(a)

	 	 6.1(a)
	(b)

	 	 6.2
	(c)

	 	 6.1(b)
	(d)

	 	 6.1(c)
	(d)(1)

	 	 6.1(a)(1)
	(d)(2)

	 	 6.1(c)(2)
	(d)(3)

	 	 6.1(c)(3)
	(e)

	 	 5.14
	 
	 	 
	Section 316(a)

	 	 1.1, 1.2
	(a)(1)(A)

	 	 5.2, 5.12
	(a)(1)(B)

	 	 5.13
	(a)(2)

	 	Not Applicable
	(b)

	 	 5.8
	(c)

	 	 1.5(f)






 









 






	 	 	 
	TRUST INDENTURE ACT SECTION	 	INDENTURE SECTION
	 
	 	 
	Section 317(a)(1)

	 	 5.3
	(a)(2)

	 	 5.4
	(b)

	 	 10.3
	 
	 	 
	Section 318(a)

	 	 1.8





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






 




			
	*	 	Deemed included pursuant to Section 318(c) of the Trust Indenture Act




 









 










TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	1	 
	Section 1.1.

	 	Definitions
	 	 	1	 
	Section 1.2.

	 	Rules of Construction; Incorporation by Reference
of Trust Indenture Act
	 	 	8	 
	Section 1.3.

	 	Compliance Certificates and Opinions
	 	 	10	 
	Section 1.4.

	 	Form of Documents Delivered to Trustee
	 	 	10	 
	Section 1.5.

	 	Acts of Holders; Record Dates
	 	 	11	 
	Section 1.6.

	 	Notices, Etc., to Trustee, Company and Guarantors
	 	 	12	 
	Section 1.7.

	 	Notice to Holders; Waiver
	 	 	13	 
	Section 1.8.

	 	Conflict with Trust Indenture Act
	 	 	13	 
	Section 1.9.

	 	Effect of Headings and Table of Contents
	 	 	14	 
	Section 1.10.

	 	Successors and Assigns
	 	 	14	 
	Section 1.11.

	 	Separability Clause
	 	 	14	 
	Section 1.12.

	 	Benefits of Indenture
	 	 	14	 
	Section 1.13.

	 	Force Majeure
	 	 	14	 
	Section 1.14.

	 	Waiver of Jury Trial
	 	 	14	 
	Section 1.15.

	 	Governing Law
	 	 	15	 
	Section 1.16.

	 	Legal Holidays
	 	 	15	 
	Section 1.17.

	 	Securities in a Composite Currency, Currency
Unit or Foreign Currency
	 	 	15	 
	Section 1.18.

	 	Payment in Required Currency; Judgment Currency
	 	 	16	 
	Section 1.19.

	 	Language of Notices, Etc.
	 	 	16	 
	Section 1.20.

	 	No Personal Liability of Directors, Officers,
Employees and Stockholders
	 	 	16	 
	ARTICLE TWO SECURITY FORMS	 	 	17	 
	Section 2.1.

	 	Forms Generally
	 	 	17	 
	Section 2.2.

	 	Form of Face of Security
	 	 	17	 
	Section 2.3.

	 	Form of Reverse of Security
	 	 	20	 
	Section 2.4.

	 	Global Securities
	 	 	25	 
	Section 2.5.

	 	Form of Trustee’s Certificate of Authentication
	 	 	26	 
	ARTICLE THREE THE SECURITIES	 	 	26	 
	Section 3.1.

	 	Amount Unlimited; Issuable in Series
	 	 	26	 
	Section 3.2.

	 	Denominations
	 	 	29	 
	Section 3.3.

	 	Execution, Authentication, Delivery and Dating
	 	 	29	 
	Section 3.4.

	 	Temporary Securities
	 	 	31	 
	Section 3.5.

	 	Registration, Registration of Transfer and Exchange
	 	 	31	 
	Section 3.6.

	 	Mutilated, Destroyed, Lost and Stolen Securities
	 	 	34	 
	Section 3.7.

	 	Payment of Interest; Interest Rights Preserved
	 	 	35	 
	Section 3.8.

	 	Persons Deemed Owners
	 	 	36	 
	Section 3.9.

	 	Cancellation
	 	 	36	 
	Section 3.10.

	 	Computation of Interest
	 	 	37	 
	Section 3.11.

	 	CUSIP or CINS Numbers
	 	 	37	 






i









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE	 	 	37	 
	Section 4.1.

	 	Satisfaction and Discharge of Indenture
	 	 	37	 
	Section 4.2.

	 	Application of Trust Money
	 	 	38	 
	ARTICLE FIVE REMEDIES	 	 	39	 
	Section 5.1.

	 	Events of Default
	 	 	39	 
	Section 5.2.

	 	Acceleration of Maturity; Rescission and Annulment
	 	 	40	 
	Section 5.3.

	 	Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	41	 
	Section 5.4.

	 	Trustee May File Proofs of Claim
	 	 	42	 
	Section 5.5.

	 	Trustee May Enforce Claims Without Possession of Securities
	 	 	42	 
	Section 5.6.

	 	Application of Money Collected
	 	 	43	 
	Section 5.7.

	 	Limitation on Suits
	 	 	43	 
	Section 5.8.

	 	Unconditional Right of Holders to Receive Principal,
Premium and Interest
	 	 	44	 
	Section 5.9.

	 	Restoration of Rights and Remedies
	 	 	44	 
	Section 5.10.

	 	Rights and Remedies Cumulative
	 	 	44	 
	Section 5.11.

	 	Delay or Omission Not Waiver
	 	 	44	 
	Section 5.12.

	 	Control by Holders
	 	 	44	 
	Section 5.13.

	 	Waiver of Past Defaults
	 	 	45	 
	Section 5.14.

	 	Undertaking for Costs
	 	 	45	 
	Section 5.15.

	 	Waiver of Stay, Extension or Usury Laws
	 	 	46	 
	ARTICLE SIX THE TRUSTEE	 	 	46	 
	Section 6.1.

	 	Certain Duties and Responsibilities
	 	 	46	 
	Section 6.2.

	 	Notice of Defaults
	 	 	47	 
	Section 6.3.

	 	Certain Rights of Trustee
	 	 	47	 
	Section 6.4.

	 	Not Responsible for Recitals or Issuance of Securities
	 	 	49	 
	Section 6.5.

	 	May Hold Securities
	 	 	49	 
	Section 6.6.

	 	Money Held in Trust
	 	 	49	 
	Section 6.7.

	 	Compensation and Reimbursement
	 	 	50	 
	Section 6.8.

	 	Disqualification; Conflicting Interests
	 	 	51	 
	Section 6.9.

	 	Corporate Trustee Required; Eligibility
	 	 	51	 
	Section 6.10.

	 	Resignation and Removal; Appointment of Successor
	 	 	51	 
	Section 6.11.

	 	Acceptance of Appointment by Successor
	 	 	53	 
	Section 6.12.

	 	Merger, Conversion, Consolidation or Succession to Business
	 	 	54	 
	Section 6.13.

	 	Preferential Collection of Claims Against Company
	 	 	54	 
	Section 6.14.

	 	Appointment of Authenticating Agent
	 	 	54	 
	ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	 	56	 
	Section 7.1.

	 	Company to Furnish Trustee Names and Addresses of Holders
	 	 	56	 
	Section 7.2.

	 	Preservation of Information; Communications to Holders
	 	 	56	 
	Section 7.3.

	 	Reports by Trustee
	 	 	57	 
	Section 7.4.

	 	Reports by Company
	 	 	58	 
	ARTICLE EIGHT CONSOLIDATION, AMALGAMATION, MERGER AND SALE	 	 	58	 
	Section 8.1.

	 	Company May Consolidate, Etc., Only on Certain Terms
	 	 	58	 
	Section 8.2.

	 	Successor Substituted
	 	 	59	 
	ARTICLE NINE AMENDMENT, SUPPLEMENT AND WAIVER	 	 	60	 
	Section 9.1.

	 	Without Consent of Holders
	 	 	60	 
	Section 9.2.

	 	With Consent of Holders
	 	 	61	 






ii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	Section 9.3.

	 	Execution of Supplemental Indentures
	 	 	63	 
	Section 9.4.

	 	Effect of Supplemental Indentures
	 	 	63	 
	Section 9.5.

	 	Conformity with Trust Indenture Act
	 	 	64	 
	Section 9.6.

	 	Reference in Securities to Supplemental Indentures
	 	 	64	 
	Section 9.7.

	 	Effect of Consents
	 	 	64	 
	ARTICLE TEN COVENANTS	 	 	64	 
	Section 10.1.

	 	Payment of Principal, Premium and Interest
	 	 	64	 
	Section 10.2.

	 	Maintenance of Office or Agency
	 	 	64	 
	Section 10.3.

	 	Money for Securities Payments to Be Held in Trust
	 	 	65	 
	Section 10.4.

	 	Existence
	 	 	66	 
	Section 10.5.

	 	Statement by Officers as to Default
	 	 	66	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES	 	 	67	 
	Section 11.1.

	 	Applicability of Article
	 	 	67	 
	Section 11.2.

	 	Election to Redeem; Notice to Trustee
	 	 	67	 
	Section 11.3.

	 	Selection by Trustee of Securities to Be Redeemed
	 	 	67	 
	Section 11.4.

	 	Notice of Redemption
	 	 	68	 
	Section 11.5.

	 	Deposit of Redemption Price
	 	 	69	 
	Section 11.6.

	 	Securities Payable on Redemption Date
	 	 	69	 
	Section 11.7.

	 	Securities Redeemed in Part
	 	 	69	 
	ARTICLE TWELVE SINKING FUNDS	 	 	69	 
	Section 12.1.

	 	Applicability of Article
	 	 	69	 
	Section 12.2.

	 	Satisfaction of Sinking Fund Payments with Securities
	 	 	70	 
	Section 12.3.

	 	Redemption of Securities for Sinking Fund
	 	 	70	 
	ARTICLE THIRTEEN DEFEASANCE	 	 	70	 
	Section 13.1.

	 	Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	70	 
	Section 13.2.

	 	Legal Defeasance and Discharge
	 	 	71	 
	Section 13.3.

	 	Covenant Defeasance
	 	 	71	 
	Section 13.4.

	 	Conditions to Legal or Covenant Defeasance
	 	 	72	 
	Section 13.5.

	 	Deposited Money and Government Securities to
be Held in Trust, Other Miscellaneous Provisions
	 	 	73	 
	Section 13.6.

	 	Reinstatement
	 	 	74	 
	ARTICLE FOURTEEN GUARANTEE OF SECURITIES	 	 	74	 
	Section 14.1.

	 	Securities Guarantee
	 	 	74	 
	Section 14.2.

	 	Limitation on Guarantor Liability
	 	 	75	 
	Section 14.3.

	 	Execution and Delivery of Securities Guarantee Notation
	 	 	76	 





NOTE: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.





iii











 





PARTIES




     THIS INDENTURE, dated as of February 2, 2011, is between OASIS PETROLEUM INC., a corporation
duly organized and existing under the laws of the State of Delaware (herein called the “Company”),
and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).



RECITALS OF THE COMPANY:




     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its unsecured senior debentures, notes or other evidences of
indebtedness (herein called the “Securities”), which may but are not required to be guaranteed by
the Guarantors, to be issued in one or more series as provided in this Indenture.



     All things necessary to make this Indenture a valid agreement of the Company and of the
Guarantors (if applicable), in accordance with its terms, have been done.



     This Indenture is subject to the provisions of the Trust Indenture Act that are required to be
a part of this Indenture and, to the extent applicable, shall be governed by such provisions.



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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



ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION



Section 1.1. Definitions.




     For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:



     “Act,” when used with respect to any Holder, has the meaning specified in Section 1.5.



     “Additional Defeasible Provision” means a covenant or other provision that is (a) made part of
this Indenture pursuant to a supplemental indenture hereto, a Board Resolution or an Officers’
Certificate delivered pursuant to Section 3.1, and (b) pursuant to the terms set forth in such
supplemental indenture, Board Resolution or Officers’ Certificate, made subject to the provisions
of Article Thirteen.



     “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 direct 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.




     “Authenticating Agent” means any Person authorized by the Trustee to act on behalf of the
Trustee to authenticate Securities.



     “Bankruptcy Law” means any applicable Federal or State bankruptcy, insolvency, reorganization
or other similar law.



     “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;




     (3) with respect to a limited liability company, the managers or managing member or
members of such limited liability company (as applicable) or any duly authorized committee
of managers or managing members (as applicable) thereof; and




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



     “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company, the principal financial officer of the Company or a Guarantor, any other
authorized officer of the Company or a Guarantor, or a person duly authorized by any of them, in
each case as applicable, to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification, and delivered to the Trustee. Where any
provision of this Indenture refers to action to be taken pursuant to a Board Resolution (including
the establishment of any series of the Securities and the forms and terms thereof), such action may
be taken by any committee, officer or employee of the Company or a Guarantor, as applicable,
authorized to take such action by the Board of Directors as evidenced by a Board Resolution.



     “Business Day,” when used with respect to any Place of Payment or other location, means,
except as otherwise provided as contemplated by Section 3.1 with respect to any series of
Securities, each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking
institutions in that Place of Payment or other location are authorized or obligated by law,
executive order or regulation to close.



     “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;



2









 






     (3) in the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership 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,
regardless of whether such debt securities include any right of participation with Capital
Stock.



     “CINS” means CUSIP International Numbering System.



     “Code” means the United States Internal Revenue Code of 1986, as amended.



     “Company” means the Person named as the “Company” in the first paragraph of this instrument
until a successor or resulting Person shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Company” shall mean such successor or resulting Person.



     “Company Request” or “Company Order” means, in the case of the Company, a written request or
order signed in the name of the Company by its Chairman of the Board, its Chief Executive Officer,
its President, any of its Vice Presidents or any other duly authorized officer of the Company or
any person duly authorized by any of them, and delivered to the Trustee and, in the case of a
Guarantor, a written request or order signed in the name of such Guarantor by its Chairman of the
Board, its Chief Executive Officer, its President, any of its Vice Presidents or any other duly
authorized officer of such Guarantor or any person duly authorized by any of them, and delivered to
the Trustee.



     “Corporate Trust Office” means the office of the Trustee at which at any particular time its
corporate trust business in relation to this Indenture shall be principally administered, which
office at the date of the execution of this instrument is located at 5555 San Felipe, Suite 1150,
Houston, Texas 77056, Attention: Corporate Trust Services, or such other address as the Trustee
may designate from time to time by notice to the Company, or the principal corporate trust office
of any successor Trustee (or such other address as such successor Trustee may designate from time
to time by notice to the Company).



     “Covenant Defeasance” has the meaning specified in Section 13.3.



     “CUSIP” means the Committee on Uniform Securities Identification Procedures.



     “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.



     “Debt” means any obligation created or assumed by any Person for the repayment of money
borrowed and any purchase money obligation created or assumed by such Person and any guarantee of
the foregoing.



     “Default” means, with respect to a series of Securities, any event that is, or after notice or
passage of time or both would be, an Event of Default.



3









 





     “Defaulted Interest” has the meaning specified in Section 3.7.



     “Definitive Security” means a security other than a Global Security or a temporary Security.



     “Depositary” means, with respect to the Securities of any series issuable or issued in whole
or in part in the form of one or more Global Securities, a clearing agency registered under the
Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section
3.1, until a successor Depositary shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter shall mean or include each Person which is a Depositary hereunder,
and if at any time there is more than one such Person, shall be a collective reference to such
Persons.



     “Dollar” or “$” means the coin or currency of the United States of America, which at the time
of payment is legal tender for the payment of public and private debts.



     “Event of Default” has the meaning specified in Section 5.1.



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



     “Foreign Currency” means a currency used by the government of a country other than the United
States of America.



     “GAAP” means generally accepted accounting principles in the United States, which are in
effect from time to time.



     “Global Security” means a Security in global form that evidences all or part of a series of
Securities and is authenticated and delivered to, and registered in the name of, the Depositary for
the Securities of such series or its nominee.



     “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.



     “Guarantor” means each Person that becomes a guarantor of any Securities pursuant to the
applicable provisions of this Indenture (including any provisions that become a part of this
Indenture pursuant to any supplemental indenture).



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



     “Indenture” means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, including, for all purposes of this instrument, and any such
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be part of and
govern this instrument and any such supplemental indenture, respectively. The term “Indenture”
also shall include the terms of particular series of Securities established as contemplated by
Section 3.1.



4









 





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



     “Issue Date,” with respect to any series of Securities, means the first date on which such
Securities are issued under this Indenture or any supplement thereto.



     “Judgment Currency” has the meaning specified in Section 1.18.



     “Legal Defeasance” has the meaning specified in Section 13.2.



     “Mandatory Sinking Fund Payment” has the meaning specified in Section 12.1.



     “Market Exchange Rate” has the meaning specified in Section 1.17.



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



     “Notice of Default” with respect to Securities of any series, means a written notice by
registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by
the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that
series, specifying a default or breach hereunder and requiring it to be remedied and stating that
such notice is a “Notice of Default” hereunder.



     “Officer” means, in the case of the Company, the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Financial Officer (or, in the absence of any Chief Financial
Officer, the principal financial officer), any Vice President, the Treasurer or the Secretary of
the Company and, in the case of any Guarantor, the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Financial Officer, (or, in the absence of any Chief Financial
Officer, the principal financial officer), any Vice President, the Treasurer or the Secretary of
such Guarantor.



     “Officers’ Certificate” means, in the case of the Company, a certificate signed by two
Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the
Company and, in the case of any Guarantor, a certificate signed by two Officers or by an Officer
and either an Assistant Treasurer or an Assistant Secretary of such Guarantor.



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



     “Optional Sinking Fund Payment” has the meaning specified in Section 12.1.



     “Original Issue Discount Security” means any Security which provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 5.2. “Interest,” when used with respect to an Original



5









 







Issue
Discount Security which by its terms bears interest only after Maturity, means interest payable
after Maturity.



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




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




     (b) Securities for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust
or set aside and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities; provided, however, that, if such
Securities are to be redeemed, notice of such redemption has been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee has been made;




     (c) Securities that have been paid pursuant to Section 3.6 or in exchange for, or in
lieu of which, other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held by a bona
fide purchaser in whose hands such Securities are valid obligations of the Company; and




     (d) Securities, except to the extent provided in Section 13.2 and Section 13.3, with
respect to which the Company has effected Legal Defeasance or Covenant Defeasance as
provided in Article Thirteen, which Legal Defeasance or Covenant Defeasance then continues
in effect;


provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, (i) the principal amount of an Original Issue Discount Security that shall be
deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable
as of the date of such determination upon acceleration of the Maturity thereof on such date
pursuant to Section 5.2, (ii) the principal amount of a Security denominated in one or more
currencies or currency units other than U.S. dollars shall be the U.S. dollar equivalent of such
currencies or currency units, determined in the manner provided as contemplated by Section 3.1 on
the date of original issuance of such Security or by Section 1.17, if not otherwise so provided
pursuant to Section 3.1, of the principal amount (or, in the case of an Original Issue Discount
Security, the U.S. dollar equivalent (as so determined) on the date of original issuance
of such Security of the amount determined as provided in clause (i) above) of such Security, and
(iii) Securities owned by the Company, any Guarantor or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned as described in clause (iii) of the immediately preceding sentence which have
been pledged in good faith may be regarded as Outstanding if the pledgee


6









 






establishes to the
satisfaction of the Trustee the pledgee’s right to act with respect to such Securities and that the
pledgee is not the Company, a Guarantor or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor.




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



     “Periodic Offering” means an offering of Securities of a series from time to time, the
specific terms of which Securities, including, without limitation, the rate or rates of interest or
formula for determining the rate or rates of interest thereon, if any, the Stated Maturity or
Stated Maturities thereof, the original issue date or dates thereof, the redemption provisions, if
any, with respect thereto, and any other terms specified as contemplated by Section 3.1 with
respect thereto, are to be determined by the Company upon the issuance of such Securities.



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



     “Place of Payment,” when used with respect to the Securities of any series, means, unless
otherwise specifically provided for with respect to such series as contemplated by Section 3.1, the
office or agency of the Company and such other place or places where, subject to the provisions of
Section 10.2, the principal of and any premium and interest on the Securities of that series are
payable as contemplated by Section 3.1.



     “Predecessor Security” of any particular Security means every previous Security evidencing all
or a portion of the same debt as that evidenced by such particular Security; and, for the purposes
of this definition, any Security authenticated and delivered under Section 3.6 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security.



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



     “Redemption Price,” when used with respect to any Security to be redeemed, means the price at
which it is to be redeemed pursuant to this Indenture.



     “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities
of any series means the date specified for that purpose as contemplated by Section 3.1.



     “Required Currency” has the meaning specified in Section 1.18.



     “Responsible Officer” means, with respect to the Trustee, any officer assigned to the
Corporate Trust Division — Corporate Finance Unit (or any successor division or unit) of the
Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility
for the administration of this Indenture, and for the purposes of Section 6.1(c)(ii) shall also
include any other officer of the Trustee to whom any corporate trust matter is referred because of
such officer’s knowledge of and familiarity with the particular subject.



7









 





     “SEC” means the Securities and Exchange Commission.



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



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



     “Securities Guarantee” means each guarantee of the obligations of the Company under this
Indenture and the Securities by a Guarantor in accordance with the provisions hereof.



     “Security Register” and “Security Registrar” have the respective meanings specified in Section
3.5.



     “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.7.



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



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, as in force at the
date as of which this instrument was executed, except as provided in Section 9.5; provided,
however, that if the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act”
means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument
until a successor Trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee
hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to
the Securities of any series shall mean the Trustee with respect to Securities of that series. The
term “corporation,” when used in reference to the Trustee or any prospective Trustee, shall include
any corporation, company, association, partnership, limited partnership, limited liability company,
joint-stock company and trust, in each case, satisfying the requirements of Section 310(a)(1) of
the Trust Indenture Act.



     “U.S. Person” shall have the meaning assigned to such term in Section 7701(a)(30) of the Code.



     “Vice President,” when used with respect to the Company, a Guarantor or the Trustee, means any
vice president, regardless of whether designated by a number or a word or words added before or
after the title “vice president.”


Section 1.2. Rules of Construction; Incorporation by Reference of Trust Indenture Act.





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



8









 






     (b) all terms used in this Indenture that are defined in the Trust
Indenture Act, defined by a Trust Indenture Act reference to another statute or defined
by an SEC rule under the Trust Indenture Act have the meanings so assigned to them;




     (c) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP;




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




     (e) “or” is not exclusive;




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




     (g) provisions apply to successive events and transactions;




     (h) 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;




     (i) the words “Article” and “Section” refer to an Article and Section,
respectively, of this Indenture; and




     (j) the word “includes” and its derivatives means “includes, but is not
limited to” and corresponding derivative definitions.



     Certain terms, used principally in Article Six, are defined in that Article.



     Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is
incorporated by reference in and made a part of this Indenture. The following Trust Indenture Act
terms used in this Indenture have the following meanings:




“indenture securities” means the Securities.




“indenture security holder” means a Holder.




“indenture to be qualified” means this Indenture.




“indenture trustee” or “institutional trustee” means the Trustee.




“obligor” on the Securities means the Company, any Guarantor (if applicable) or any
other obligor on the Securities.



     All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by
a Trust Indenture Act reference to another statute or defined by an SEC rule under the Trust
Indenture Act have the meanings so assigned to them.



9









 




Section 1.3. Compliance Certificates and Opinions.




     Upon any application or request by the Company or a Guarantor to the Trustee to take any
action under any provision of this Indenture, the Company or such Guarantor, as the case may be,
shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or opinion need be
furnished except as required under Section 314(c) of the Trust Indenture Act.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (except for certificates provided for in Section 10.5) shall include:




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




     (b) 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;




     (c) a statement that, in the opinion of each such individual, he has made
such examination or investigation as is necessary to enable him to express an informed
opinion as to whether such covenant or condition has been complied with; and




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


Section 1.4. Form of Documents Delivered to Trustee.




     In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so certified or covered by only one document,
but one such Person may certify or give an opinion with respect to some matters
and one or more other such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents.



     Any certificate or opinion of an Officer of the Company or a Guarantor may be based, insofar
as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel,
unless such Officer knows or, in the exercise of reasonable care, should know that the certificate
or opinion or representations with respect to the matters upon which his certificate or opinion is
based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or representations by, an Officer or
Officers of the Company or a Guarantor, as the case may be, stating that the information with
respect to such factual matters is in the possession of the Company or such Guarantor, as the case
may be, unless such counsel knows that the certificate or opinion or representations with respect
to such matters are erroneous.



10









 





     Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.


Section 1.5. Acts of Holders; Record Dates.





     (a) Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed (either
physically or by means of a facsimile or an electronic transmission, provided that such
electronic transmission is transmitted through the facilities of a Depositary) by such
Holders in person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the Company or
the Guarantors. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture and (subject
to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee, the Company
and, if applicable, the Guarantors, if made in the manner provided in this Section.




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




     (c) The ownership, principal amount and serial numbers of Securities held by
any Person, and the date of commencement of such Person’s holding of same, shall be proved
by the Security Register.




     (d) Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Holder of any Security shall bind every future Holder of the same Security
and the Holder of every Security issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be
done by the Trustee, the Company or, if applicable, the Guarantors in reliance thereon,
regardless of whether notation of such action is made upon such Security.




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



11









 







which may do so pursuant to such appointment with regard to all or any different part of
such principal amount.




     (f) The Company may set any day as the record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver or other Act provided or
permitted by this Indenture to be given or taken by Holders of Securities of such series,
but the Company shall have no obligation to do so. With regard to any record date set
pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on
such record date (or their duly appointed agents), and only such Persons, shall be entitled
to give or take the relevant action, regardless of whether such Holders remain Holders after
such record date.


Section 1.6. Notices, Etc., to Trustee, Company and Guarantors.





     (a) Any notice or communication by the Company, any of the Guarantors or the
Trustee to the others shall be in writing and delivered in person or mailed by first-class
mail (registered or certified, return receipt requested), telecopier or overnight air
courier guaranteeing next day delivery, to the others’ address:



     If to the Company and/or any Guarantor:



	 	 	 

	c/o

	 	Oasis Petroleum Inc.
	 

	 	First City Tower
	 

	 	1001 Fannin, Suite 1500
	 

	 	Houston, Texas 77002
	 

	 	Facsimile: (281) 404-9704
	 

	 	Attention: General Counsel






     If to the Trustee:


U.S. Bank National Association

5555 San Felipe, Suite 1150

Houston, Texas 77056

Facsimile: (713) 235-9213

Attention: Corporate Trust Services





     (b) The Company, the Guarantors or the Trustee, by notice to the others, may
designate additional or different addresses for subsequent notices or communications.




     (c) All notices and communications (other than those sent to Holders, unless
mailed in the manner herein prescribed) shall be deemed to have been duly given: at the
time delivered by hand, if personally delivered; three Business Days after being deposited
in the mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and
the next Business Day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery, except in the case of notices or communications given to the
Trustee, which shall be effective only upon actual receipt by the Trustee at its Corporate
Trust Office.



12









 






     (d) Except as set forth above, if a notice or communication is mailed or
couriered in the manner provided above within the time prescribed, it is duly given, whether
or not the addressee receives it.




     (e) If the Company mails a notice or communication to Holders, it will mail a
copy to the Trustee and any Securities Registrar or Paying Agent at the same time.




     (f) The Trustee shall have the right, but shall not be required, to rely upon
and comply with instructions and directions sent by e-mail, facsimile and other similar
unsecured electronic methods by persons believed by the Trustee to be authorized to give
instructions and directions on behalf of the Company or any Guarantor. The Trustee shall
have no duty or obligation to verify or confirm that the person who sent such instructions
or directions is, in fact, a person authorized to give instructions or directions on behalf
of the Company or such Guarantor; and the Trustee shall have no liability for any losses,
liabilities, costs or expenses incurred or sustained by the Company or such Guarantor as a
result of such reliance upon or compliance with such instructions or directions. The
Company agrees to assume all risks arising out of the use of such electronic methods to
submit instructions and directions to the Trustee, including, without limitation, the risk
of the Trustee acting on unauthorized instructions and the risk of interception and misuse
by third parties.


Section 1.7. Notice to Holders; Waiver.




     Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at such Holder’s address as it
appears in the Security Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to Holders is given by
mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to other Holders. Any
notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been
received by such Holder, regardless of whether such Holder actually receives such notice.



     Where this Indenture provides for notice in any manner, such notice may be waived in writing
by the Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.



     In case it shall be impracticable to give such notice by mail by reason of the suspension of
regular mail service or by reason of any other cause, then such notification as shall be made with
the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


Section 1.8. Conflict with Trust Indenture Act.




     If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture
Act that is required under the Trust Indenture Act to be a part of and to govern this



13









 







Indenture,
such provision of the Trust Indenture Act shall control. If any provision of this Indenture
modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded,
such provision of the Trust Indenture Act shall be deemed to apply to this Indenture as so modified
or excluded, as the case may be.


Section 1.9. Effect of Headings and Table of Contents.




     The Article and Section headings, Cross-Reference Table and the Table of Contents herein are
for convenience or reference only and will in no way modify or restrict any of the terms or
provisions hereof and shall not affect the construction hereof.


Section 1.10. Successors and Assigns.




     All covenants and agreements in this Indenture by each of the Company and the Guarantors shall
bind their respective successors and assigns, whether so expressed or not. All agreements of the
Trustee in this Indenture will bind its successors.


Section 1.11. Separability Clause.




     In case any provision in this Indenture or in the Securities or, if applicable, the Securities
Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


Section 1.12. Benefits of Indenture.




     Nothing in this Indenture or in the Securities or, if applicable, the Securities Guarantee,
express or implied, shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture.


Section 1.13. Force Majeure.




     In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including strikes, work stoppages, accidents, acts of war or terrorism,
civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and hardware) services; it
being understood that the Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable under the
circumstances.


Section 1.14. Waiver of Jury Trial.




     EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS INDENTURE.



14









 




Section 1.15. Governing Law.




     THIS INDENTURE, THE SECURITIES AND THE SECURITIES GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


Section 1.16. Legal Holidays.




     In any case where any Interest Payment Date, Redemption Date or other date of Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities or, if applicable, the Securities Guarantee (other
than a provision of the Securities of any series or, if applicable, the Securities Guarantee that
specifically states that such provision shall apply in lieu of this Section 1.16)) payment of
interest or principal and any premium need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment with the same force and
effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity,
provided that no interest shall accrue on such payment for the intervening period.


Section 1.17. Securities in a Composite Currency, Currency Unit or Foreign Currency.




     Unless otherwise specified in a Board Resolution, an Officers’ Certificate or indenture
supplemental hereto delivered pursuant to Section 3.1 of this Indenture with respect to a
particular series of Securities, whenever for purposes of this Indenture any action may be taken by
the Holders of a specified percentage in aggregate principal amount of Securities of all series or
all series affected by a particular action at the time Outstanding and, at such time, there are
Outstanding Securities of any series which are denominated in a coin, currency or currencies other
than Dollars (including, but not limited to, any composite currency, currency units or Foreign
Currency), then the principal amount of Securities of such series that shall be deemed to be
Outstanding for the purpose of taking such action shall be that amount of Dollars that could be
obtained for such amount at the Market Exchange Rate. For purposes of this Section 1.17, the term
“Market Exchange Rate” shall mean the noon Dollar buying rate in The City of New York for cable
transfers of such currency or currencies as published by the Federal Reserve Bank of New York, as
of the most recent available date. If such Market Exchange Rate is not so available for any reason
with respect to such currency, the Trustee shall use, in its sole discretion and without liability
on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available
date, or quotations or rates of exchange from one or more major banks in The City of New York or in
the country of issue of the currency in question, which for purposes of euros shall be Brussels,
Belgium, or such other quotations or rates of exchange as the Trustee shall deem appropriate. The
provisions of this paragraph shall apply in determining the equivalent principal amount in respect
of Securities of a series denominated in a currency other than Dollars in connection with any
action taken by Holders of Securities pursuant to the terms of this Indenture.



     All decisions and determinations of the Trustee regarding the Market Exchange Rate or any
alternative determination provided for in the preceding paragraph shall be in its sole discretion
and without liability on its part, and shall, in the absence of manifest error, be



15









 







conclusive to
the extent permitted by law for all purposes and irrevocably binding upon the Company and all
Holders.


Section 1.18. Payment in Required Currency; Judgment Currency.




     Each of the Company and the Guarantors agrees, to the fullest extent that it may effectively
do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is
necessary to convert the sum due in respect of the principal of or interest on the Securities of
any series (the “Required Currency”) into a currency in which a judgment will be rendered (the
“Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Trustee could purchase in The City of New York the Required Currency
with the Judgment Currency on the day on which final unappealable judgment is entered, unless such
day is not a Business Day, then, to the extent permitted by applicable law, the rate of exchange
used shall be the rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment Currency on the Business
Day next preceding the day on which final unappealable judgment is entered and (b) its obligations
under this Indenture to make payments in the Required Currency (i) shall not be discharged or
satisfied by any tender, or any recovery pursuant to any judgment (regardless of whether entered in
accordance with subclause (a)), in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt, by the payee, of the full
amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be
enforceable as an alternative or additional cause of action for the purpose of recovering in the
Required Currency the amount, if any, by which such actual receipt shall fall short of the full
amount of the Required Currency so expressed to be payable and (iii) shall not be affected by
judgment being obtained for any other sum due under this Indenture.


Section 1.19. Language of Notices, Etc.




     Any request, demand, authorization, direction, notice, consent, waiver or Act required or
permitted under this Indenture shall be in the English language, except that any published notice
may be in an official language of the country of publication.


Section 1.20. No Personal Liability of Directors, Officers, Employees and Stockholders.




     No past, present or future director, officer, employee, incorporator, stockholder, member,
manager or partner of the Company or any Guarantor, as such, will have any liability for any
obligations of the Company or the Guarantors under the Securities, this Indenture, the Securities
Guarantee, if applicable, or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Securities by accepting a Security waives and
releases all such liability. Such waiver and release are part of the consideration for issuance of
the Securities.



16









 





ARTICLE TWO

SECURITY FORMS



Section 2.1. Forms Generally.




     The Securities of each series and, if applicable, the notation thereon relating to the
Securities Guarantee, shall be in substantially the form set forth in this Article Two, or in such
other form or forms as shall be established by or pursuant to a Board Resolution and set forth, or
determined in the manner provided, in an Officers’ Certificate, or established in one or more
indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities and, if applicable,
any notation of the Securities Guarantee, as evidenced by their execution thereof.



     The definitive Securities shall be printed, lithographed or engraved on steel engraved borders
or may be produced in any other manner, all as determined by the officers executing such
Securities, as evidenced by their execution thereof. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by an authorized officer or other authorized person on behalf of the
Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated
by Section 3.3 for the authentication and delivery of such Securities.



     The forms of Global Securities of any series shall have such provisions and legends as are
customary for Securities of such series in global form, including without limitation any legend
required by the Depositary for the Securities of such series.


Section 2.2. Form of Face of Security.



[If the Security is an Original Issue Discount Security and is not “publicly offered” within the
meaning of Treasury Regulations Section 1.1275-1(h), insert—FOR PURPOSES OF SECTION 1275 OF THE
UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY WAS ISSUED WITH ORIGINAL
ISSUE DISCOUNT, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS [               % OF ITS PRINCIPAL
AMOUNT] [$                PER $1,000 OF PRINCIPAL AMOUNT], THE ISSUE DATE IS                , 20__
AND, THE YIELD TO MATURITY IS                , COMPOUNDED [SEMIANNUALLY OR OTHER PROPER PERIOD].
[In the alternative instead of providing such legend, insert the following legend—FOR PURPOSES OF
SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY WAS
ISSUED WITH ORIGINAL ISSUE DISCOUNT, AND                       [THE NAME OR TITLE AND ADDRESS OR
TELEPHONE NUMBER OF A REPRESENTATIVE OF THE COMPANY] WILL, BEGINNING NO LATER THAN 10 DAYS AFTER
THE ISSUE DATE, PROMPTLY MAKE AVAILABLE TO HOLDERS THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE
DATE, THE YIELD TO MATURITY AND ANY OTHER INFORMATION REQUIRED BY APPLICABLE TREASURY REGULATIONS.]




17









 







[Insert any other legend required by the Code or the regulations thereunder.]



[If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable,
insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]




OASIS PETROLEUM INC.




[TITLE OF SECURITY]



			
	 	 	 
	No                     
	 	U.S. $                    





[CUSIP No. ]



OASIS PETROLEUM INC., a company duly incorporated and existing under the laws of the State of
Delaware (herein called the “Company,” which term includes any successor or resulting Person under
the Indenture hereinafter referred to), for value received, hereby promises to pay to                                                             , or registered assigns, the principal sum of

                                         United
States Dollars on                                          [If the Security is to bear interest prior to Maturity, insert—, and to pay
interest thereon from                      or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on                      and                      in each
year, commencing                     , at the rate of ___% per annum, until the principal hereof is
paid or made available for payment [if applicable, insert—, and at the rate of ___% per annum on
any overdue principal and premium and on any installment of interest (to the extent that the
payment of such interest shall be legally enforceable)]. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest, which shall be
the ___or ___(regardless of whether a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to
the Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than
10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture].







18









 







[If the Security is not to bear interest prior to Maturity, insert—The principal of this Security
shall not bear interest except in the case of a default in payment of principal upon acceleration,
upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall
bear interest at the rate of ___% per annum (to the extent that the payment of such interest
shall be legally enforceable), which shall accrue from the date of such default in payment to the
date payment of such principal has been made or duly provided for. Interest on any overdue
principal shall be payable on demand. Any such interest on any overdue principal that is not so
paid on demand shall bear interest at the rate of . . . . % per annum (to the extent that the
payment of such interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly provided for, and
such interest shall also be payable on demand.]



[If a Global Security, insert—Payment of the principal of (and premium, if any) and [if
applicable, insert—any such] interest on this Security will be made by transfer of immediately
available funds to a bank account in ___________ designated by the Holder 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 [state other currency].]



[If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if
applicable, insert—any such] interest on this Security will be made at the office or agency of the
Company maintained for that purpose in _______________, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the
right of the Company (as provided in the Indenture) to rescind the designation of any such Paying
Agent, at the [main] offices of ________________ in _____________, or at such other offices or
agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn
on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The
City of New York (so long as the applicable Paying Agency has received proper transfer instructions
in writing at least ___ days prior to the payment date)] [if applicable, insert—; provided,
however, that payment of interest may be made at the option of the Company by [United States
Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as
such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar]
[state other currency] account maintained by the payee with a bank in The City of New York [state
other Place of Payment] (so long as the applicable Paying Agent has received proper transfer
instructions in writing by the record date prior to the applicable Interest Payment Date)].]



Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



Unless the certificate of authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.







19









 








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



     Dated:



	 	 	 	 	 
	 	OASIS PETROLEUM INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 


Section 2.3. Form of Reverse of Security.



This Security is one of a duly authorized issue of senior securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
February 2, 2011 (herein called the “Indenture”), between the Company [if applicable, insert—, the
Guarantors] and U.S. Bank National Association, as trustee (herein called the “Trustee,” which term
includes any successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement, of the respective rights,
limitations of rights, duties and immunities thereunder of the Company [if applicable, insert—,
the Guarantors], the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. As provided in the Indenture, the
Securities may be issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest, if any, at different
rates, may be subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of
Default and may otherwise vary as in the Indenture provided or permitted. This Security is one of
the series designated on the face hereof [, limited in aggregate principal amount to $                    ].



This security is the general, unsecured, senior obligation of the Company [if applicable,
insert—and is guaranteed pursuant to a guarantee (the “Securities Guarantee”) by [insert name of
each Guarantor] (the “Guarantors”). The Securities Guarantee is the general, unsecured, senior
obligation of each Guarantor.]



[If applicable, insert—The Securities of this series are subject to redemption upon not less than
___days’ notice by mail, [if applicable, insert—(1) on                      in any year
commencing with the year ___ and ending with the year ___ through operation of the sinking
fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any
time [on or after                     , 20___], as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as percentages of the principal amount): If
redeemed [on or before                     , ___%, and if redeemed] during the
12-month period beginning                      of the years indicated,





	 	 	 	 	 	 	 
	Year	 	Redemption Price	 	Year	 	Redemption Price
	 
	 	 	 	 





20









 





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



[If applicable, insert—The Securities of this series are subject to redemption upon not less
than ___nor more than ___days’ notice by mail, (1) on                      in any year commencing with
the year ___ and ending with the year ___ through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below, and (2) at any time [on or after
                    ], as a whole or in part, at the election of the Company, at the Redemption
Prices for redemption otherwise than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below: If redeemed during the 12-month
period beginning                      of the years indicated,




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




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



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



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



[If the Securities are subject to redemption in part of any kind, insert—In the event of
redemption of this Security in part only, a new Security or Securities of this series and of like


21









 






tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.]



[If applicable, insert—The Securities of this series are not redeemable prior to Stated Maturity.]



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



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



The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company [If applicable, insert—and the
Guarantors] and the rights of the Holders of the Securities of each series to be affected under the
Indenture at any time by the Company [If applicable, insert—and the Guarantors] and the Trustee
with the consent of the Holders of a majority in aggregate principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company [If applicable, insert—and the Guarantors] with certain provisions
of the Indenture and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, regardless of whether notation of such
consent or waiver is made upon this Security.



No reference herein to the Indenture and no provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this Security at the times, place(s) and rate,
and in the coin or currency, herein prescribed.



[If a Global Security, insert—This Global Security or portion hereof may not be exchanged for
Definitive Securities of this series except in the limited circumstances provided in the Indenture.
The holders of beneficial interests in this Global Security will not be entitled to receive
physical
delivery of Definitive Securities except as described in the Indenture and will not be considered
the Holders thereof for any purpose under the Indenture.]



[If a Definitive Security, insert—As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registerable in the Security Register, upon


22









 






surrender of this Security for registration of transfer at the office or agency of the Company in
[if applicable, insert—any place where the principal of and any premium and interest on this
Security are payable] [if applicable, insert—The City of New York [, or, subject to any laws or
regulations applicable thereto and to the right of the Company (limited as provided in the
Indenture) to rescind the designation of any such transfer agent, at the [main] offices of
_______________ in ________________ or at such other offices or agencies as the Company may
designate]], duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or the
Holder’s attorney duly authorized in writing, and thereupon one or more new Securities of this
series and of like tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.]



The Securities of this series are issuable only in registered form without coupons in denominations
of U.S. $                     and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.



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



Prior to due presentment of this Security for registration of transfer, the Company, [If
applicable, insert—any Guarantor,] the Trustee and any agent of the Company [If applicable,
insert—, a Guarantor] or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, regardless of whether this Security be overdue,
and none of the Company, [If applicable, insert—the Guarantors,] the Trustee nor any such agent
shall be affected by notice to the contrary.



No recourse under or upon any obligation, covenant or agreement of or contained in the Indenture or
of or contained in any Security, [If applicable, insert—, or the Securities Guarantee,] or for any
claim based thereon or otherwise in respect thereof, or because of the creation of any indebtedness
represented thereby, shall be had against any director, officer, employee, incorporator,
stockholder, member, manager or partner, as such, past, present or future, of the Company [If
applicable, insert—or any Guarantor] or of any successor Person, either directly or through the
Company [If applicable, insert—or any Guarantor] or any successor Person, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment, penalty or
otherwise; it being expressly understood that all such liability is hereby expressly waived and
released by the acceptance hereof and as a condition of, and as part of the consideration for, the
Securities and the execution of the Indenture.



The Indenture provides that the Company [If applicable, insert—and the Guarantors] (a) will be
discharged from any and all obligations in respect of the Securities (except for certain
obligations described in the Indenture), or (b) need not comply with certain restrictive covenants
of the Indenture, in each case if the Company [If applicable, insert—or a Guarantor] deposits, in
trust, with the Trustee money or Government Securities (or a combination thereof) which through the
payment of interest thereon and principal thereof in accordance with their terms will provide


23









 






money, in an amount sufficient to pay all the principal of and interest on the Securities, but such
money need not be segregated from other funds except to the extent required by law.



Except as otherwise defined herein, all terms used in this Security that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.



[If a Definitive Security, insert as a separate page—



FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto



 

(Please Print or Type Name and Address of Assignee)



the within instrument of OASIS PETROLEUM INC. and does hereby irrevocably constitute and appoint
___________________ Attorney to transfer said instrument on the books of the within-named Company,
with full power of substitution in the premises.



Please Insert Social Security or Other Identifying Number of Assignee:




	 	 	 	 	 

	 


	 	 

	 	 
	Dated:  


	 	 
	 	 
	 

	 	(Signature)	 	 





NOTICE: The signature to this assignment must correspond with the name as written upon the face of
the within instrument in every particular, without alteration or enlargement or any change
whatsoever.]



[If a Security to which Article Fourteen has been made applicable, insert the following Form of
Notation on such Security relating to the Securities Guarantee—



Each of the Guarantors (which term includes any successor Person in such capacity under the
Indenture), has fully, unconditionally and absolutely guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture, the due and punctual payment of the
principal of, and premium, if any, and interest on the Securities of this series and all other
amounts due and payable under the Indenture and the Securities of this series by the Company.



The obligations of the Guarantors to the Holders of Securities of this series and to the Trustee
pursuant to the Securities Guarantee and the Indenture are expressly set forth in Article Fourteen
of the Indenture and reference is hereby made to the Indenture for the precise terms of the
Securities Guarantee.




	 	 	 	 	 
	 	Guarantors:



[NAME OF EACH GUARANTOR]

 	 
	 	By:  	 	 
	 	 	 	] 
	 	 	 	 



24









 






	 	 	 	 	 


Section 2.4. Global Securities.





     Every Global Security authenticated and delivered hereunder shall bear a legend in
substantially the following form:




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




EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN
EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.



     If Securities of a series are issuable in whole or in part in the form of one or more Global
Securities, as specified by Section 3.1, then, notwithstanding clause (i) of Section 3.1 and the
provisions of Section 3.2, any Global Security shall represent such of the Outstanding Securities
of such series as shall be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount
of Outstanding Securities represented thereby may from time to time be reduced or increased, as the
case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or
any reduction or increase in the amount, of Outstanding Securities represented thereby shall be
made in such manner and upon instructions given by such Person or Persons as shall be specified
therein or in a Company Order. Subject to the provisions of Section 3.3, Section 3.4 and Section
3.5, the Trustee shall deliver and redeliver any Global Security in
the manner and upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. Any instructions by the Company with respect to endorsement or delivery
or redelivery of a Global Security shall be in a Company Order (which need not comply with Section
1.3 and need not be accompanied by an Opinion of Counsel).



     The provisions of the last sentence of Section 3.3 shall apply to any Security represented by
a Global Security if such Security was never issued and sold by the Company and the Company
delivers to the Trustee the Global Security together with a Company Order (which need not comply
with Section 1.3 and need not be accompanied by an Opinion of Counsel) with regard to the reduction
or increase, as the case may be, in the principal amount of Securities represented thereby,
together with the written statement contemplated by the last sentence of Section 3.3.



25









 




Section 2.5. Form of Trustee’s Certificate of Authentication.




     The Trustee’s certificate(s) of authentication shall be in substantially the following form:




     This is one of the Securities of the series designated [insert title of applicable
series] referred to in the within-mentioned Indenture.



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 



ARTICLE THREE

THE SECURITIES



Section 3.1. Amount Unlimited; Issuable in Series.





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



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




     (a) the title of the Securities of the series (which shall distinguish the
Securities of the series from all other Securities and which may be part of a series of
Securities previously issued);




     (b) any limit upon the aggregate principal amount of the Securities of the
series which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities of the series pursuant to Section 3.4, Section 3.5, Section 3.6,
Section 9.6 or Section 11.7 and except for any Securities which, pursuant to Section 3.3,
are deemed never to have been authenticated and delivered hereunder);




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




     (d) the date or dates on which the principal of the Securities of the series
is payable or the method of determination thereof;




     (e) the rate or rates at which the Securities of the series shall bear
interest, if any, or the formula, method or provision pursuant to which such rate or rates
are



26









 







determined, the date or dates from which such interest shall accrue or the method of
determination thereof, the Interest Payment Dates on which such interest shall be payable
and the Regular Record Date for the interest payable on any Interest Payment Date;




     (f) the place or places where, subject to the provisions of Section 10.2, the
principal of and any premium and interest on Securities of the series shall be payable,
Securities of the series may be surrendered for registration of transfer, Securities of the
series may be surrendered for exchange, and notices and demands to or upon the Company in
respect of the Securities of the series and this Indenture may be served;




     (g) the period or periods within which, the price or prices at which and the
terms and conditions upon which Securities of the series may be redeemed, in whole or in
part, at the option of the Company;




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




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




     (j) whether payment of principal of and premium, if any, and interest, if
any, on the Securities of the series shall be without deduction for taxes, assessments or
governmental charges paid by Holders of the series;




     (k) if other than the principal amount thereof, the portion of the principal
amount of Securities of the series that shall be payable upon declaration of acceleration of
the Maturity thereof pursuant to Section 5.2;




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




     (m) if and as applicable, that the Securities of the series shall be issuable
in whole or in part in the form of one or more Global Securities and, in such case, the
Depositary or Depositaries for such Global Security or Global Securities and any
circumstances other than those set forth in Section 3.5 in which any such Global Security
may be transferred to, and registered and exchanged for, Securities registered in the name
of, a Person other than the Depositary for such Global Security or a nominee thereof and in
which any such transfer may be registered;




     (n) any deletions from, modifications of or additions to the Events of
Default set forth in Section 5.1 or the covenants of the Company set forth in Article Ten
with respect to the Securities of such series;



27









 






     (o) whether and under what circumstances the Company will pay additional
amounts on the Securities of the series held by a Person who is not a U.S. Person in respect
of any tax, assessment or governmental charge withheld or deducted and, if so, whether the
Company will have the option to redeem the Securities of the series rather than pay such
additional amounts;




     (p) if the Securities of the series are to be issuable in definitive form
(whether upon original issue or upon exchange of a temporary Security of such series) only
upon receipt of certain certificates or other documents or satisfaction of other conditions,
the form and terms of such certificates, documents or conditions, as applicable;




     (q) if the Securities of the series are to be convertible into or
exchangeable for any other security or property of the Company, including, without
limitation, securities of another Person held by the Company or its Affiliates, the terms
thereof;




     (r) if other than as provided in Section 13.2 and Section 13.3, the means of
Legal Defeasance or Covenant Defeasance as may be specified for the Securities of the
series;




     (s) if other than the Trustee, the identity of the initial Security Registrar
and any initial Paying Agent;




     (t) whether the Securities of the series will be guaranteed pursuant to the
Securities Guarantee set forth in Article Fourteen, any modifications to the terms of
Article Fourteen applicable to the Securities of such series and the applicability of any
other guarantees; and




     (u) any other terms of the series (which terms shall not be inconsistent with
the provisions of this Indenture).



     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to
above and (subject to Section 3.3) set forth, or determined in the manner provided, in the
Officers’ Certificate referred to above or in any such indenture supplemental hereto.



     All Securities of any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for increases in the
aggregate principal amount of such series of Securities and issuances of additional Securities of
such series or for the establishment of additional terms with respect to the Securities of such
series.



     If any of the terms of the series are established by action taken by or pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by an authorized
officer or other authorized person on behalf of the Company and, if applicable, the Guarantors and
delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth, or
providing the manner for determining, the terms of the series.



28









 





     With respect to Securities of a series subject to a Periodic Offering, such Board Resolution
or Officers’ Certificate may provide general terms for Securities of such series and provide either
that the specific terms of particular Securities of such series shall be specified in a Company
Order or that such terms shall be determined by the Company and, if applicable, the Guarantors or
one or more agents thereof designated in an Officers’ Certificate, in accordance with a Company
Order.


Section 3.2. Denominations.




     The Securities of each series shall be issuable in registered form without coupons in such
denominations as shall be specified as contemplated by Section 3.1. In the absence of any such
provisions with respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.


Section 3.3. Execution, Authentication, Delivery and Dating.




     The Securities shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, its Chief Financial Officer (or, in the absence of a Chief
Financial Offer, its principal financial officer) or any of its Vice Presidents and need not be
attested. The signature of any of these officers on the Securities may be manual or facsimile.
Any notation of Securities Guarantee endorsed on the Securities shall be executed on behalf of the
applicable Guarantor by its Chairman of the Board, its Chief Executive Officer, its President, its
Chief Financial Officer (or, in the absence of a Chief Financial Offer, its principal financial
officer) or any of its Vice Presidents and need not be attested. The signature of any of these
officers on any notation of the Securities Guarantee may be manual or facsimile.



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



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities, and the Trustee, in accordance with the Company Order, shall authenticate and deliver
such Securities; provided, however, that in the case of Securities offered in a Periodic Offering,
the Trustee shall authenticate and deliver such Securities from time to time in accordance with
such other procedures (including, without limitation, the receipt by the Trustee of written
instructions from the Company) acceptable to the Trustee as may be specified by or pursuant to a
Company Order delivered to the Trustee prior to the time of the first authentication of Securities
of such series. If the forms or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Section 2.1 and Section 3.1, in
authenticating such Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be fully protected in relying on such Board
Resolution and shall be entitled to receive such documents as it may reasonably



29









 







request. The
Trustee shall also be entitled to receive, and (subject to Section 6.1) shall be fully protected in
relying upon, an Opinion of Counsel stating:




     (a) if the form or forms of such Securities has been established by or
pursuant to a Board Resolution as permitted by Section 2.1, that each such form has been
established in conformity with the provisions of this Indenture;




     (b) if the terms of such Securities have been, or in the case of Securities
of a series offered in a Periodic Offering will be, established by or pursuant to a Board
Resolution as permitted by Section 3.1, that such terms have been, or in the case of
Securities of a series offered in a Periodic Offering will be, established in conformity
with the provisions of this Indenture, subject, in the case of Securities of a series
offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and




     (c) that such Securities, when authenticated and delivered by the Trustee and
issued by the Company in the manner and subject to any conditions and assumptions specified
in such Opinion of Counsel, will constitute valid and legally binding obligations of the
Company and, if applicable, the Subsidiary Guarantee will constitute valid and legally
binding obligations of the Guarantors, enforceable in accordance with their respective
terms, subject to the following limitations: (i) bankruptcy, insolvency, moratorium,
reorganization, liquidation, fraudulent conveyance or transfer and other similar laws of
general applicability relating to or affecting the enforcement of creditors’ rights, or to
general equity principles; (ii) the availability of equitable remedies being subject to the
discretion of the court to which application therefor is made; and (iii) such other usual
and customary matters as shall be specified in such Opinion of Counsel.



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



     Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be necessary to
deliver the Officers’ Certificate otherwise required pursuant to Section 3.1 or the Company Order
and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the
time of authentication of each Security of such series if such documents are delivered at or prior
to the authentication upon original issuance of the first Security of such series to be issued.



     With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely,
as to the authorization by the Company of any of such Securities, on the form or forms and terms
thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of
Counsel and the other documents delivered pursuant to Section 2.1 and Section 3.1 and this Section,
as applicable, in connection with the first authentication of Securities of such series.



     Each Security shall be dated the date of its authentication.



30









 





     No Security nor any related Securities Guarantee shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein executed by the Trustee
or an Authenticating Agent by manual signature of an authorized officer, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture, such
Security shall be deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.


Section 3.4. Temporary Securities.




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



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


Section 3.5. Registration, Registration of Transfer and Exchange.




     The Company shall cause to be kept at the office or agency of the Company in a Place of
Payment required by Section 10.2 a register (the register maintained in such office being herein
sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of Securities and of transfers
of Securities. The Trustee is hereby appointed as the initial “Security Registrar” for the purpose
of registering Securities and transfers of Securities as herein provided, and its Corporate Trust
Office is the initial office or agency where the Securities Register will be maintained. The
Company may at any time replace such Security Registrar, change such office or agency or act as its
own Security Registrar; provided, however, that there shall be only one Security Register for each
series of Securities. The Company will give prompt written notice to the Trustee of any change of
the Security Registrar or of the location of such office or agency.



31









 





     Upon surrender for registration of transfer of any Security of any series at the office or
agency maintained pursuant to Section 10.2 for such purpose, the Company and, if applicable, the
Guarantors shall execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities, with a notation of the Securities
Guarantee, if applicable, executed by the Guarantors, of the same series and tenor, of any
authorized denominations and of a like tenor and aggregate principal amount.



     At the option of the Holder, Securities of any series (except a Global Security) may be
exchanged for other Securities of the same series and tenor, of any authorized denominations and of
a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office
or agency. Whenever any Securities are so surrendered for exchange, the Company and, if
applicable, the Guarantors shall execute, and the Trustee shall authenticate and deliver, the
Securities, with a notation of the Securities Guarantee, if applicable, executed by the Guarantors,
which the Holder making the exchange is entitled to receive.



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



     Every Security presented or surrendered for registration of transfer or for exchange shall (if
so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security Registrar duly
executed, by the Holder thereof or such Holder’s attorney duly authorized in writing.



     No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.4, Section 9.6 or Section 11.7 not involving
any transfer.



     The Company shall not be required (a) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of Securities of that series selected for redemption
under Section 11.3 and ending at the close of business on the day of such mailing, or (b) to
register the transfer of or exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part.



     Notwithstanding any other provisions of this Indenture and except as otherwise specified with
respect to any particular series of Securities as contemplated by Section 3.1, a Global Security
representing all or a portion of the Securities of a series may not be transferred, except as a
whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any
such nominee to a successor Depositary for such series or a nominee of such successor Depositary.
Every Security authenticated and delivered upon registration of, transfer of, or in exchange for or
in lieu of, a Global Security shall be a Global Security except as provided in the two paragraphs
immediately following.



32









 





     If at any time the Depositary for any Securities of a series represented by one or more Global
Securities notifies the Company that it is unwilling or unable to continue as Depositary for such
Securities or if at any time the Depositary for such Securities shall no longer be eligible to
continue as Depositary under Section 3.1 or ceases to be a clearing agency registered under the
Exchange Act, the Company shall appoint a successor Depositary with respect to such Securities. If
a successor Depositary for such Securities is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility, the Company’s election
pursuant to Section 3.1 that such Securities be represented by one or more Global Securities shall
no longer be effective and the Company and, if applicable, the Guarantors will execute and the
Trustee, upon receipt of a Company Order for the authentication and delivery of Definitive
Securities of such series, will authenticate and deliver, Securities, with a notation of the
Securities Guarantee, if applicable, executed by the Guarantors, of such series in definitive
registered form without coupons, in any authorized denominations, in an aggregate principal amount
equal to the principal amount of the Global Security or Securities representing such Securities in
exchange for such Global Security or Securities registered in the names of such Persons as the
Depositary shall direct.



     If specified by the Company pursuant to Section 3.1 with respect to Securities represented by
a Global Security, the Depositary for such Global Security may surrender such Global Security in
exchange in whole or in part for Securities of the same series and tenor in definitive registered
form on such terms as are acceptable to the Company, the Trustee and such Depositary. Thereupon,
the Company and, if applicable, the Guarantors shall execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of Securities in definitive registered form,
shall authenticate and deliver, without service charge:




     (a) to the Person specified by such Depositary a new Security or Securities,
with a notation of the Securities Guarantee, if applicable, executed by the Guarantors, of
the same series and tenor, of any authorized denominations as requested by such Person, in
an aggregate principal amount equal to and in exchange for such Person’s beneficial interest
in the Global Security; and




     (b) to such Depositary a new Global Security, with a notation of the
Securities Guarantee, if applicable, executed by the Guarantors, in a denomination equal to
the difference, if any, between the principal amount of the surrendered Global Security and
the aggregate principal amount of Securities authenticated and delivered pursuant to clause
(a) above.



     Every Person who takes or holds any beneficial interest in a Global Security agrees that:




     (a) the Company, the Guarantors (if applicable) and the Trustee may deal with
the Depositary as sole owner of the Global Security and as the authorized representative of
such Person;




     (b) such Person’s rights in the Global Security shall be exercised only
through the Depositary and shall be limited to those rights established by law and agreement
between such Person and the Depositary and/or direct and indirect participants of the
Depositary;



33









 






     (c) the Depositary and its participants make book-entry transfers of
beneficial ownership among, and receive and transmit distributions of the principal of (and
premium, if any) and interest on the Global Securities to, such Persons in accordance with
their own procedures; and




     (d) none of the Company, the Guarantors (if applicable), the Trustee, nor any
agent of any of them will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a Global
Security or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.


Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities.




     If any mutilated Security is surrendered to the Trustee, together with such security or
indemnity as may be required by the Company, the Guarantors (if applicable) or the Trustee to save
each of them and any agent of any of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a protected purchaser, the Company and, if
applicable, the Guarantors shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security, with a notation of the Securities Guarantee, if applicable, executed by
the Guarantors, of the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.



     If there shall be delivered to the Company, the Guarantors (if applicable) and the Trustee (a)
evidence to their satisfaction of the destruction, loss or theft of any Security and (b) such
security or indemnity as may be required by them to save each of them and any agent of any of them
harmless, then, in the absence of notice to the Company or the Trustee that such Security has been
acquired by a protected purchaser, the Company and, if applicable, the Guarantors shall execute and
upon receipt of a Company Order the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security, with a notation of the Securities Guarantee, if
applicable, executed by the Guarantors, of the same series and of like tenor and principal amount
and bearing a number not contemporaneously outstanding.



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



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



     Every new Security of any series issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual obligation of the
Company and, if applicable, the Guarantors, regardless of whether the destroyed, lost or stolen
Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of that series duly
issued hereunder.



34









 





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


Section 3.7. Payment of Interest; Interest Rights Preserved.




     The Company will pay or cause to be paid the principal of, premium, if any, and interest on,
the Securities on the dates and in the manner provided in the Securities. Principal, premium, if
any, and interest will be considered paid on the date due if the Paying Agent, if other than the
Company, holds as of 11:00 a.m., Eastern Time, on such 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 the applicable interest rate on the
Securities 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.



     Except as otherwise provided as contemplated by Section 3.1 with respect to any series of
Securities, interest on any Security that is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest.



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




     (a) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Security of such series and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon, the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest that shall be not more than 15 days
and not less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of



35









 







the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to
each Holder of Securities of such series at such Holder’s address as it appears in the
Security Register, not less than 10 days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor having been
so mailed, such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable pursuant to the
following clause (b).




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


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



Section 3.8. Persons Deemed Owners.




     Except as otherwise provided as contemplated by Section 3.1 with respect to any series of
Securities, prior to due presentment of a Security for registration of transfer, the Company, the
Trustee and, if applicable, the Guarantors and any agent thereof may treat the Person in whose name
such Security is registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 3.5 and Section 3.7) any interest on such
Security and for all other purposes whatsoever, regardless of whether such Security be overdue, and
none of the Company, the Trustee, the Guarantors (if applicable) nor any agent of any of them shall
be affected by notice to the contrary.



     No holder of any beneficial interest in any Global Security held on its behalf by a Depositary
shall have any rights under this Indenture with respect to such Global Security, and such
Depositary may be treated by the Company, the Trustee, and, if applicable, the Guarantors and any
agent of any thereof as the owner of such Global Security for all purposes whatsoever.


Section 3.9. Cancellation.




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



36









 







except as expressly
permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of in
accordance with its customary practices, and the Trustee shall thereafter deliver to the Company a
certificate with respect to such disposition from time to time upon written request.


Section 3.10. Computation of Interest.




     Except as otherwise specified as contemplated by Section 3.1 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.


Section 3.11. CUSIP or CINS Numbers.




     The Company in issuing the Securities may use “CUSIP” or “CINS” numbers (if then generally in
use, and in addition to the other identification numbers printed on the Securities), and, if so,
the Trustee shall use “CUSIP” or “CINS” numbers in notices of redemption as a convenience to
Holders; provided, however, that any such notice may state that no representation is made as to the
correctness of such “CUSIP” or “CINS” numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected by any defect in
or omission of such “CUSIP” or “CINS” numbers.



ARTICLE FOUR

SATISFACTION AND DISCHARGE



Section 4.1. Satisfaction and Discharge of Indenture.




     This Indenture will be discharged and will cease to be of further effect as to all Securities
issued hereunder (except as to surviving rights of registration of transfer or exchange of the
Notes and as otherwise specified in this Indenture), when:




     (a) either




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




     (ii) all Securities 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 or any Guarantor 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 of cash in U.S.
dollars and non-callable Government Securities, in amounts as will be sufficient,
without consideration of any reinvestment of interest, to pay and discharge the
entire Debt on the Securities not delivered to the Trustee for



37









 







cancellation for
principal, premium, if any, and accrued interest to the date of Stated Maturity or
redemption;




     (b) no Default or Event of Default has occurred and is continuing on the date
of the deposit (other than a Default or Event of Default resulting from the borrowing of
funds to be applied to such deposit or the grant of liens securing such borrowing);




     (c) such deposit 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 Guarantor is a party or by which the Company or any Guarantor is bound;




     (d) the Company or any Guarantor has paid or caused to be paid all sums
payable by it under this Indenture;




     (e) the Company has delivered irrevocable instructions to the Trustee to
apply the deposited money toward the payment of the Securities at their Stated Maturity or
on the Redemption Date, as the case may be; and




     (f) the Company has delivered to the Trustee (i) an Officers’ Certificate,
stating that all conditions precedent set forth in clauses (a) through (e) above have been
satisfied, and (ii) an Opinion of Counsel, stating that all conditions precedent set forth
in clauses (c) and (e) above have been satisfied.


Notwithstanding the satisfaction and discharge of this Indenture, (x) the obligations of the
Company, the Guarantors, if any, and the Trustee under Section 3.5, the obligations of the Company
to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under
Section 6.14 and the right of the Trustee to resign under Section 6.10 shall survive, and (y) if
money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the
obligations of the Company and the Trustee under Section 4.2, Section 6.6 and Section 10.2 and the
last paragraph of Section 10.3 shall survive.



Section 4.2. Application of Trust Money.




     Subject to the provisions of Section 10.3, all money deposited with the Trustee pursuant to
Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and any premium, 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 4.1 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 and any Guarantor’s obligations under this Indenture and the Securities
shall be revived and reinstated as though no deposit had occurred pursuant to Section 4.1 hereof;
provided that if the Company has made any payment of principal of,



38









 







premium, if any, or interest on,
any Securities because of the reinstatement of its obligations, the Company shall be subrogated to
the rights of the Holders of such Securities to receive such payment from the money or Government
Securities held by the Trustee or Paying Agent.



ARTICLE FIVE

REMEDIES



Section 5.1. Events of Default.




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




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




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




     (c) default in the performance, or breach, of any covenant set forth in
Article Ten in this Indenture (other than a covenant a default in the performance of which
or the breach of which is elsewhere in this Section specifically dealt with or which has
expressly been included in this Indenture solely for the benefit of series of Securities
other than that series), and continuance of such default or breach for a period of 90 days
after there has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in aggregate principal
amount of the Outstanding Securities of that series a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a “Notice of
Default” hereunder; or




     (d) default in the performance, or breach, of any covenant in this Indenture
(other than a covenant in Article Ten or any other covenant a default in the performance of
which or the breach of which is elsewhere in this Section specifically dealt with or which
has expressly been included in this Indenture solely for the benefit of series of Securities
other than that series), and continuance of such default or breach for a period of 180 days
after there has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in aggregate principal
amount of the Outstanding Securities of that series a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a “Notice of
Default” hereunder; or




     (e) the Company or any Guarantor pursuant to or within the meaning of any
Bankruptcy Law (i) commences a voluntary case, (ii) consents to the entry of any order for
relief against the Company or any Guarantor in an involuntary case, (iii) consents to the
appointment of a Custodian of the Company or any Guarantor or for all or



39









 







substantially all
of the property of the Company or any Guarantor, or (iv) makes a general assignment for the
benefit of the creditors of the Company or any Guarantor; or




     (f) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that (i) is for relief against the Company or any Guarantor in an involuntary
case, (ii) appoints a Custodian of the Company or any Guarantor or for all or substantially
all of the property of the Company or any Guarantor, or (iii) orders the liquidation of the
Company or any Guarantor; and the order or decree remains unstayed and in effect for 60
consecutive days; or




     (g) default in the deposit of any sinking fund payment when due; or




     (h) the failure of any Securities Guarantee required with respect to
Securities of that series to be in full force and effect, except as provided in this
Indenture or the terms of such Securities; or




     (i) any other Event of Default provided with respect to Securities of that
series in accordance with Section 3.1.


Section 5.2. Acceleration of Maturity; Rescission and Annulment.




     If an Event of Default with respect to Securities of any series at the time Outstanding occurs
and is continuing, then in every such case the Trustee or the Holders of 25% in aggregate principal
amount of the Outstanding Securities of that series may declare the principal amount (or, if the
Securities of that series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) and all accrued and unpaid interest of all
of the Securities of that series to be due and payable immediately, by a notice in writing to the
Company specifying the respective Event of Default and that it is a notice of acceleration (and to
the Trustee if given by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable. Notwithstanding the foregoing, if an Event of
Default specified in clause (e) or (f) of Section 5.1 occurs, the Securities of any series at the
time Outstanding shall be due and payable immediately without further action or notice.



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




     (a) the Company or, if applicable, one or more of the Guarantors has paid or
deposited with the Trustee a sum sufficient to pay:




     (i) all overdue interest on all Securities of that series;




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



40









 






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




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




     (b) all Events of Default with respect to Securities of that series, other
than the non-payment of the principal of Securities of that series that has become due
solely by such declaration of acceleration, have been cured or waived as provided in Section
5.13.


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



Section 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee.




     The Company covenants that if:




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




     (b) default is made in the payment of the principal of (or premium, if any,
on) any Security at the Maturity thereof;


the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for principal and any premium
and interest and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal and any premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.




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



     If an Event of Default with respect to Securities of any series occurs and is continuing, the
Trustee may, in its discretion, proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein,
or to enforce any other proper remedy.



41









 




Section 5.4. Trustee May File Proofs of Claim.




     In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the
Company or, if applicable, any Guarantor or any other obligor upon the Securities, their property
or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then
be due and payable as therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand on the Company or, if applicable, the Guarantors for the
payment of overdue principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise:




     (a) to file and prove a claim for the whole amount of principal (and premium,
if any) and interest owing and unpaid in respect of the Securities and to file such 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 any other amounts due the Trustee under
Section 6.7) and of the Holders allowed in such judicial proceeding; and




     (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, if the Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.7.




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


Section 5.5. Trustee May Enforce Claims Without Possession of Securities.




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



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Section 5.6. Application of Money Collected.




     Any money collected by the Trustee pursuant to this Article Five and any money or other
property distributable in respect of the Company’s obligations under this Indenture after the
occurrence of an Event of Default shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account of principal or any
premium or interest, upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:




     FIRST: To the payment of all amounts due the Trustee under Section 6.7;




     SECOND: To the payment of the amounts then due and unpaid for principal of and any
premium and interest on the Securities in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind, according to
the amounts due and payable on such Securities for principal and any premium and interest,
respectively; and




     THIRD: The balance, if any, to the Company.


Section 5.7. Limitation on Suits.




     No Holder of any Security of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture (including, if applicable, the Securities
Guarantee), or for the appointment of a receiver or trustee, or for any other remedy hereunder,
unless:




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




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




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




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




     (e) no direction inconsistent with such written request has been given to the
Trustee during such 60-day period by the Holders of a majority in aggregate principal amount
of the Outstanding Securities of that series;


it being understood and intended that no one or more of such Holders of a Security shall have any
right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other Holder of the same series of


43









 






 Security, or to
obtain or to seek to obtain priority or preference over any other Holder of the same series of
Security or to enforce any right under this Indenture, except in the manner herein provided and for
the equal and ratable benefit of all Holders of the same series of Security.



Section 5.8. Unconditional Right of Holders to Receive Principal, Premium and Interest.




     Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of and any
premium and (subject to Section 3.5 and Section 3.7) interest on such Security on the Stated
Maturity or Maturities expressed in such Security (or, in the case of redemption or offer by the
Company to purchase the Securities as required by this Indenture, on the Redemption Date or
purchase date, as applicable) and to institute suit for the enforcement of any such payment, and
such rights shall not be impaired without the consent of such Holder.


Section 5.9. Restoration of Rights and Remedies.




     If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every such case, subject to
any determination in such proceeding, the Company, the Guarantors, the Trustee and the Holders
shall be restored severally and respectively to their former positions hereunder and thereafter all
rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had
been instituted.


Section 5.10. Rights and Remedies Cumulative.




     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.6, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.


Section 5.11. Delay or Omission Not Waiver.




     To the fullest extent permitted by applicable law, no delay or omission of the Trustee or of
any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article Five or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by the Holders, as the case may be.


Section 5.12. Control by Holders.




     The Holders of a majority in aggregate principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting any proceeding



44









 







for
any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee,
with respect to the Securities of such series; provided, however, that:




     (a) such direction shall not be in conflict with any rule of law or with this
Indenture;




     (b) the Trustee may take any other action deemed proper by the Trustee that
is not inconsistent with such direction; and




     (c) subject to the provisions of Section 6.1, the Trustee shall have the
right to decline to follow any such direction if the Trustee shall determine that the
proceeding so directed would involve the Trustee in personal liability.


Section 5.13. Waiver of Past Defaults.




     By written notice to the Company and the Trustee, the Holders of a majority in aggregate
principal amount of the Outstanding Securities of any series may on behalf of the Holders of all
the Securities of such series waive any past default hereunder with respect to such series and its
consequences, except:




     (a) a continuing default in the payment of the principal of or any premium,
if any, or interest on any Security of such series; or




     (b) a default in respect of a covenant or provision hereof that under Article
Nine cannot be modified or amended without the consent of the Holder of each Outstanding
Security of such series affected.


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 5.14. Undertaking for Costs.




     All parties to this Indenture agree, and each Holder of any Security by such Holder’s
acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party
litigant, other than the Trustee, in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; but the provisions of this Section 5.14 shall
not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in aggregate
principal amount of the Outstanding Securities of any series, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on
any Security on or after the Stated Maturity or Maturities expressed in such Security (or, in the
case of redemption or offer by the Company to purchase the Securities as required by this
Indenture, on or after the Redemption Date or purchase date, as applicable).



45









 




Section 5.15. Waiver of Stay, Extension or Usury Laws.




     Each of the Company and the Guarantors covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this Indenture; and each
of the Company and the Guarantors (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.



ARTICLE SIX

THE TRUSTEE



Section 6.1. Certain Duties and Responsibilities.





     (a) Except during the continuance of an Event of Default with respect to the
Securities of a particular series:




     (i) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and as are provided by the Trust Indenture
Act with respect to the Securities of such series, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and




     (ii) in the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but in the case of any such
certificates or opinions that by any provision hereof are specifically required to
be furnished to the Trustee, the Trustee shall be under a duty to examine the same
to determine whether they conform to the requirements of this Indenture.




     (b) In case an Event of Default has occurred and is continuing with respect
to the Securities of a particular series, the Trustee shall exercise with respect to the
Securities of such series such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.




     (c) No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act, or its own
bad faith or willful misconduct, except that:




     (i) this Subsection shall not be construed to limit the effect of Subsections
(a) or (d) of this Section;




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



46









 






     (iii) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of a majority in aggregate principal amount of the Outstanding Securities of
any series, given pursuant to Section 5.12, relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture with respect to
the Securities of such series.




     (d) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.




     (e) Regardless of whether therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Section.


Section 6.2. Notice of Defaults.




     Within 90 days after the occurrence of any Default hereunder with respect to the Securities of
any series, the Trustee shall transmit by mail to all Holders of Securities of such series, as
their names and addresses appear in the Security Register, notice of such Default hereunder known
to the Trustee, unless such Default shall have been cured or waived; provided, however, that,
except in the case of a Default in the payment of the principal of or any premium or interest on
any Security of such series or in the payment of any sinking fund installment with respect to
Securities of such series, the Trustee may withhold from Holders of Securities notice of any
continuing Default or Event of Default if the Trustee in good faith determines that the withholding
of such notice is in the interest of the Holders of Securities of such series; and, provided,
further, that in the case of any Default of the character specified in Section 5.1(c) with respect
to Securities of such series, no such notice to Holders shall be given until at least 60 days after
the occurrence thereof and that in the case of any Default of the character specified in Section
5.1(d) with respect to Securities of such series, no such notice to Holders shall be given until at
least 90 days after the occurrence thereof.


Section 6.3. Certain Rights of Trustee.




     Subject to the provisions of Section 6.1:




     (a) the Trustee may conclusively rely and shall be fully protected in acting
or refraining from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document believed by it to be genuine and to have been signed
or presented by the proper party or parties;




     (b) any request or direction of the Company or a Guarantor mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order (except as may
otherwise be provided with respect to delivery of any Security to the Trustee for



47









 







authentication and delivery pursuant to Section 3.3, which shall be sufficiently evidenced
as provided therein) and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution;




     (c) whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering or omitting
any action hereunder, the Trustee (unless other evidence be herein specifically prescribed)
shall be entitled to receive and may, in the absence of bad faith on its part, conclusively
rely upon an Officers’ Certificate;




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




     (e) the Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of the Holders
pursuant to this Indenture, unless such Holders shall have offered to the Trustee security
or indemnity reasonably satisfactory to the Trustee against the costs, expenses and
liabilities that might be incurred by it in compliance with such request or direction;




     (f) the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit, and, if the
Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, personally or by agent or
attorney at the sole cost of the Company, and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation;




     (g) the Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents or attorneys and the Trustee
shall not be responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder and shall not be responsible for the
supervision of officers and employees of such agents or attorneys;




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




     (i) the Trustee shall not be deemed to have notice or be charged with
knowledge of any Default or Event of Default unless a Responsible Officer of the Trustee has
received written notice of any event that is in fact such a Default or Event of Default



48









 







at
the Corporate Trust Office of the Trustee, and such notice references the Securities and
this Indenture;




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




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




     (l) anything in this Indenture notwithstanding, in no event shall the Trustee
be liable for special, indirect, punitive or consequential loss or damage of any kind
whatsoever (including but not limited to loss of profit), even if the Trustee has been
advised as to the likelihood of such loss or damage and regardless of the form of action.


Section 6.4. Not Responsible for Recitals or Issuance of Securities.




     The recitals contained herein and in the Securities and the notations of the Subsidiary
Guarantee, except the Trustee’s certificates of authentication, shall be taken as the statements of
the Company or, if applicable, the Guarantors, and the Trustee or any Authenticating Agent assumes
no responsibility for their correctness. Neither the Trustee nor any Authenticating Agent makes
any representations as to the validity or sufficiency of this Indenture or of the Securities or the
Subsidiary Guarantee, if any. The Trustee or any Authenticating Agent shall not be accountable for
the use or application by the Company of Securities or the proceeds thereof.


Section 6.5. May Hold Securities.




     The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company or, if applicable, any Guarantor, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Sections 310(b) and 311 of the Trust
Indenture Act and Section 6.8, Section 6.9 and Section 6.13, may otherwise deal with the Company
or, if applicable, the Guarantors with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.


Section 6.6. Money Held in Trust.




     Money held by the Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company or, if applicable,
one or more of the Guarantors.



49









 




Section 6.7. Compensation and Reimbursement.




     The Company agrees:




     (a) to pay to the Trustee from time to time such compensation as the Company
and the Trustee shall from time to time agree in writing for all services rendered by it
hereunder (which compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);




     (b) except as otherwise expressly provided herein, to reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances incurred or made by
the Trustee in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence, bad faith or
willful misconduct; and




     (c) to indemnify each of the Trustee and its officers, directors, agents and
employees for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or willful misconduct on its part, arising out of or in connection with
the acceptance or administration of the trust or trusts hereunder, including the costs and
expenses of defending itself against any claim (whether asserted by the Company or any
Holder or any other Person) or liability in connection with the exercise or performance of
any of its powers or duties hereunder or in connection with enforcing the provisions of this
Section.



     As security for the performance of the obligations of the Company under this Section, the
Trustee shall have a lien prior to the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the payment of principal of (and premium, if
any) or interest on particular Securities.



     Without limiting any rights available to the Trustee under this Indenture or applicable law,
when the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 5.1(e) or Section 5.1(f), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services of the Trustee are intended to
constitute expenses of administration under any applicable Bankruptcy Law.



     “Trustee” for purposes of this Section shall include any predecessor Trustee; provided,
however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not
affect the rights of any other Trustee hereunder.



     The provisions of this Section 6.7 shall survive the satisfaction and discharge or the
termination for any reason of this Indenture, the satisfaction and discharge or Legal Defeasance of
the Securities and the resignation or removal of the Trustee.



50









 




Section 6.8. Disqualification; Conflicting Interests.




     This Indenture will always have a trustee that satisfies the requirements of Sections
310(a)(1), (2) and (5) of the Trust Indenture Act. The Trustee is subject to Section 310(b) of the
Trust Indenture Act.



     The Trustee in its individual or any other capacity may become a creditor of the Company or
any Guarantor 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 (as defined in the Trust Indenture Act) after a Default has occurred and is
continuing, 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 Trust Indenture Act) or resign.


Section 6.9. Corporate Trustee Required; Eligibility.




     There shall at all times be a Trustee hereunder that shall be a corporation organized and
doing business under the laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital
and surplus required by the Trust Indenture Act, subject to supervision or examination by Federal
or State authority. If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. The
Trustee shall not be an obligor upon the Securities or an Affiliate thereof. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this Section, then it shall
resign immediately in the manner and with the effect hereinafter specified in this Article Six.


Section 6.10. Resignation and Removal; Appointment of Successor.





     (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable requirements of
Section 6.11.




     (b) The Trustee may resign at any time with respect to the Securities of one
or more series by giving written notice thereof to the Company. If the instrument of
acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.




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



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     (d) If at any time:




     (i) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture
Act after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months; or




     (ii) the Trustee shall cease to be eligible under Section 6.9 and shall fail to
resign after written request therefor by the Company or by any such Holder; or




     (iii) the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge or control of the Trustee or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation,




then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with
respect to all Securities, or (B) subject to Section 5.14, any Holder who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor Trustee or
Trustees.




     (e) If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall within 60 days
appoint a successor Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed with respect to
the Securities of one or more or all of such series and that at any time there shall be only
one Trustee with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect
to the Securities of any series shall be appointed by Act of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon
its acceptance of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor Trustee
with respect to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 6.11, any Holder who
has been a bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of
such series.




     (f) The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series to all Holders of Securities



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of such
series in the manner provided in Section 1.7. Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.


Section 6.11. Acceptance of Appointment by Successor.





     (a) In case of the appointment hereunder of a successor Trustee with respect
to all Securities, every such successor Trustee so appointed shall execute, acknowledge and
deliver to the Company, the Guarantors (if applicable) and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and duties of
the retiring Trustee; but, on the request of the Company or, if applicable, any Guarantor or
the successor Trustee, such retiring Trustee shall, upon payment of its charges and all
other amounts payable to it hereunder, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall
duly assign, transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder, subject nonetheless to the lien provided for in Section
6.7.




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



53









 







Trustee hereunder with
respect to the Securities of that or those series to which the appointment of such successor
Trustee relates, subject nonetheless to the lien provided for in Section 6.7.




     (c) Upon request of any such successor Trustee, the Company and, if
applicable, the Guarantors shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in paragraph (a) or (b) of this Section, as the case may be.




     (d) No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under this Article
and the Trust Indenture Act.


Section 6.12. Merger, Conversion, Consolidation or Succession to Business.




     Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article Six, without the
execution or filing of any paper or any further act on the part of any of the parties hereto. As
soon as practicable, the successor Trustee shall mail a notice of its succession to the Company and
the Holders of the Securities then Outstanding. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities.


Section 6.13. Preferential Collection of Claims Against Company.




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


Section 6.14. Appointment of Authenticating Agent.




     The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities
of such series issued upon original issue and upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business under the laws of



54









 







the
United States of America, any State thereof or the District of Columbia, authorized under such laws
to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000
and subject to supervision or examination by Federal or State authority. If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to the requirements of
said supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the effect specified in
this Section.



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



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



     Except with respect to an Authenticating Agent appointed at the request of the Company or, if
applicable, the Guarantors, the Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section 6.14, and the Trustee
shall be entitled to be reimbursed by the Company or, if applicable, the Guarantors for such
payments, subject to the provisions of Section 6.7.



     If an appointment with respect to one or more series is made pursuant to this Section 6.14,
the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate
of authentication, an alternate certificate of authentication in the following form:



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



55









 





	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

As Trustee

 	 
	 	By:  	 	 
	 	 	As Authenticating Agent 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY



Section 7.1. Company to Furnish Trustee Names and Addresses of Holders.





     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 of Securities of each series and
shall otherwise comply with Section 312(a) of the Trust Indenture Act. If the Trustee is not the
Security 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 Securities of each series and the Company shall otherwise comply with Section 312(a)
of the Trust Indenture Act.


Section 7.2. Preservation of Information; Communications to Holders.





     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent list furnished
to the Trustee as provided in Section 7.1 and the names and addresses of Holders received by
the Trustee in its capacity as Security Registrar. The Trustee may destroy any list
furnished to it as provided in Section 7.1 upon receipt of a new list so furnished.




     (b) If three or more Holders (herein referred to as “applicants”) apply in
writing to the Trustee, and furnish to the Trustee reasonable proof that each such applicant
has owned a Security for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to communicate with
other Holders with respect to their rights under this Indenture or under the Securities and
is accompanied by a copy of the form of proxy or other communication which such applicants
propose to transmit, then the Trustee shall, within five Business Days after the receipt of
such application, at its election, either:




     (i) afford such applicants access to the information preserved at the time by
the Trustee in accordance with Section 7.2(a); or



56









 






     (ii) inform such applicants as to the approximate number of Holders whose names
and addresses appear in the information preserved at the time by the Trustee in
accordance with Section 7.2(a), and as to the approximate cost of mailing to such
Holders the form of proxy or other communication, if any, specified in such
application.




     If the Trustee shall elect not to afford such applicants access to such information,
the Trustee shall, upon the written request of such applicants, mail to each Holder whose
name and address appear in the information preserved at the time by the Trustee in
accordance with Section 7.2(a) a copy of the form of proxy or other communication that is
specified in such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the reasonable
expenses of mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the SEC, together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of the Trustee, such mailing would be
contrary to the best interest of the Holders or would be in violation of applicable law.
Such written statement shall specify the basis of such opinion. If the SEC, after
opportunity for a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the SEC shall find, after notice and
opportunity for hearing, that all the objections so sustained have been met and shall enter
an order so declaring, the Trustee shall mail copies of such material to all such Holders
with reasonable promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such applicants
respecting their application.




     (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company, the Guarantors (if applicable) and the Trustee that none of the Company,
the Guarantors (if applicable) nor the Trustee nor any agent of any of them shall be held
accountable by reason of the disclosure of any such information as to the names and
addresses of the Holders in accordance with Section 7.2(b), regardless of the source from
which such information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 7.2(b).


Section 7.3. Reports by Trustee.




     Within 60 days after each May 15 beginning with May 15, 2012, and for so long as Securities
remain Outstanding, the Trustee will mail to the Holders of the Securities a brief report dated as
of such reporting date that complies with Section 313(a) of the Trust Indenture Act (but if no
event described in Section 313(a) of the Trust Indenture Act has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also will comply with
Section 313(b)(2) of the Trust Indenture Act. The Trustee will also transmit by mail all reports
as required by Section 313(c) of the Trust Indenture Act.



     A copy of each report shall, at the time of such transmission to Holders, be filed by the
Trustee with each stock exchange upon which any Securities are listed, in accordance with



57









 







Section
313(d) of the Trust Indenture Act. The Company will promptly notify the Trustee when any
Securities are listed on any stock exchange and a copy of each report shall also be filed by the
Company with the SEC, in accordance with Section 313(d) of the Trust Indenture Act.


Section 7.4. Reports by Company.




     So long as clauses (1), (2) and (3) of Section 314(a) of the Trust Indenture Act (or any
successor provisions of law) are applicable to this Indenture, the Company shall:




     (a) file with the Trustee, within 15 days after the Company files the same
with the SEC, copies of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may from time to time
by rules and regulations prescribe) which the Company may be required to file with the SEC
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not
required to file information, documents or reports pursuant to either of said Sections, then
it shall file with the Trustee and the SEC, in accordance with rules and regulations
prescribed from time to time by the SEC, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the Exchange Act in
respect of a security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations;




     (b) file with the Trustee and the SEC, in accordance with rules and
regulations prescribed from time to time by the SEC, such additional information, documents
and reports with respect to compliance by the Company with the conditions and covenants of
this Indenture as may be required from time to time by such rules and regulations; and




     (c) transmit by mail to all Holders, as their names and addresses appear in
the Security Register, within 30 days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the Company
pursuant to clauses (a) and (b) of this Section as may be required by rules and regulations
prescribed from time to time by the SEC.



     To the extent any report referred to in clause (a) of this Section 7.4 is publicly available
on the EDGAR system of the SEC, the Company shall be deemed to have filed the same with the Trustee
as of the date such report become publicly available on such system. Delivery of such reports,
information and documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s compliance with any of its
covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’
Certificates).



ARTICLE EIGHT

CONSOLIDATION, AMALGAMATION, MERGER AND SALE



Section 8.1. Company May Consolidate, Etc., Only on Certain Terms.




     The Company shall not consolidate, amalgamate or merge with or into any other Person or sell,
assign, transfer, convey, lease or otherwise dispose of all or substantially all of the



58









 







properties
and assets of the Company and its Subsidiaries on a consolidated basis to any other Person unless:




     (a) either: (i) the Company is the surviving corporation; or (ii) the Person
formed by or surviving any such consolidation, amalgamation or merger or resulting from such
conversion (if other than the Company) or to which such sale, assignment, transfer,
conveyance, lease or other disposition has been made is a corporation, limited liability
company or limited partnership organized or existing under the laws of the United States,
any state of the United States or the District of Columbia;




     (b) the Person formed by or surviving any such consolidation, amalgamation or
merger (if other than the Company) or the Person to which such sale, assignment, transfer,
conveyance, lease or other disposition has been made assumes by a supplemental indenture,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of (and premium, if any) and interest on all the
Securities and the performance of every covenant of this Indenture on the part of the
Company to be performed and observed; provided that, unless such Person is a corporation, a
corporate co-issuer of the Securities will be added to this Indenture by a supplemental
indenture;




     (c) immediately after giving effect to such transaction, no Event of Default
and no Default shall have occurred and be continuing; and




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


Section 8.2. Successor Substituted.




     Upon any consolidation, amalgamation or merger of the Company with or into any other Person or
any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all
of the properties and assets of the Company and, its Subsidiaries on a consolidated basis in
accordance with Section 8.1, the successor or resulting Person formed by or resulting upon such
consolidation, amalgamation or merger (if other than the Company) or to which such sale,
assignment, transfer, conveyance, lease or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under this Indenture with
the same effect as if such successor Person had been named as the Company herein, and thereafter,
except in the case of a lease, the predecessor Company and, if applicable, each of the Guarantors
shall be relieved of all obligations and covenants under this Indenture and the Securities.



59









 





ARTICLE NINE

AMENDMENT, SUPPLEMENT AND WAIVER



Section 9.1. Without Consent of Holders.




     Without the consent of any Holder of a Security, the Company, the Guarantors (if any) and the
Trustee may amend or supplement this Indenture, the Securities Guarantee or the Securities to:




     (a) cure any ambiguity or defect or to correct or supplement any provision
herein that may be inconsistent with any other provision herein;




     (b) evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company herein and, to the extent
applicable, to the Securities;




     (c) provide for uncertificated Securities in addition to or in place of
certificated Securities;




     (d) add a Securities Guarantee and cause any Person to become a Guarantor,
and/or to evidence the succession of another Person to a Guarantor and the assumption by any
such successor of the Securities Guarantee of such Guarantor herein;




     (e) secure the Securities of any series;




     (f) add to the covenants of the Company such further covenants, restrictions,
conditions or provisions as the Company shall consider to be appropriate for the benefit of
the Holders of all or any series of Securities (and if such covenants, restrictions,
conditions or provisions are to be for the benefit of less than all series of Securities,
stating that such covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the Company and to
make the occurrence, or the occurrence and continuance, of a Default in any such additional
covenants, restrictions, conditions or provisions an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture as set forth
herein; provided, that in respect of any such additional covenant, restriction, condition or
provision, such supplemental indenture may provide for a particular period of grace after
Default (which period may be shorter or longer than that allowed in the case of other
Defaults) or may provide for an immediate enforcement upon such an Event of Default or may
limit the remedies available to the Trustee upon such an Event of Default or may limit the
right of the Holders of a majority in aggregate principal amount of the Securities of such
series to waive such an Event of Default;




     (g) make any change to any provision of this Indenture that would provide any
additional rights or benefits to the Holders of Securities or that does not adversely affect
the rights or interests of any such Holder;




     (h) provide for the issuance of additional Securities in accordance with the
provisions set forth in this Indenture on the date of this Indenture;



60









 






     (i) add any additional Defaults or Events of Default in respect of all or any
series of Securities;




     (j) change or eliminate any of the provisions of this Indenture; provided
that any such change or elimination shall become effective only when there is no Security
Outstanding of any series created prior to the execution of such supplemental indenture that
is entitled to the benefit of such provision;




     (k) establish the form or terms of Securities of any series as permitted by
Section 2.1 and Section 3.1, including to reopen any series of any Securities as permitted
under Section 3.1;




     (l) evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to
the requirements of Section 6.11(b);




     (m) conform the text of this Indenture (and/or any supplemental indenture) or
any Securities issued hereunder to any provision of a description of such Securities
appearing in a prospectus or prospectus supplement or an offering memorandum or offering
circular pursuant to which such Securities were offered to the extent that such provision
was intended to be a verbatim recitation of a provision of this Indenture (and/or any
supplemental indenture) or any Securities or Securities Guarantee issued hereunder;




     (n) add a corporate co-issuer in accordance with Section 8.1 hereof; or




     (o) modify, eliminate or add to the provisions of this Indenture to such
extent as shall be necessary to effect the qualification of this Indenture under the Trust
Indenture
Act, or under any similar federal statute subsequently enacted, and to add to this
Indenture such other provisions as may be expressly required under the Trust Indenture Act.



     Upon the request of the Company accompanied by a Board Resolution authorizing the execution of
any such amended or supplemental indenture, and upon receipt by the Trustee of the documents
described in Section 9.3 hereof, the Trustee is hereby authorized to join with the Company and any
Guarantor in the execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations that may be therein contained and to accept the conveyance, transfer,
assignment, mortgage, charge or pledge of any property thereunder, but the Trustee shall not be
obligated to enter into any such supplemental indenture that affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise.


Section 9.2. With Consent of Holders.




     The Company, the Guarantors (if any) and the Trustee may amend or supplement this Indenture,
the Securities Guarantee and the Securities with the consent of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of each series of Securities affected by
such amendment or supplemental indenture, with each such series voting as a



61









 







separate class
(including, without limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Securities) and, subject to Section 5.8 and Section 5.13 hereof, any
existing Default or Event of Default or compliance with any provision of this Indenture, the
Securities Guarantee or the Securities may be waived with respect to each series of Securities with
the consent of the Holders of a majority in aggregate principal amount of the Outstanding
Securities of such series voting as a separate class (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer for, Securities).



     Upon the request of the Company accompanied by a Board Resolution 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 Securities as aforesaid, and upon
receipt by the Trustee of the documents described in Section 9.3 hereof, the Trustee will join with
the Company and the Guarantors (if any) 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.



     It is not necessary for the consent of the Holders of Securities under this Section 9.2 to
approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient
if such consent approves the substance of the proposed amendment, supplement or waiver.



     After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company
will mail to the Holders of Securities 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 Section 5.8 and Section 5.13 hereof, the application of or compliance with, either
generally or in any particular instance, any provision of this Indenture, the Securities or the
Securities Guarantee may be waived as to each series of Securities by the Holders of a majority in
aggregate principal amount of the Outstanding Securities of such series. However, without the
consent of each Holder affected, an amendment, supplement or waiver under this Section 9.2 may not
(with respect to any Securities held by a non-consenting Holder):




     (a) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Security, or reduce the principal amount thereof or the
rate of interest thereon or any premium payable upon the redemption thereof, or reduce the
amount of the principal of an Original Issue Discount Security that would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or
change any Place of Payment where, or the coin or currency in which, any Security or any
premium or the interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date therefor);



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     (b) reduce the percentage in aggregate principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such amendment,
supplement or waiver;




     (c) modify any of the provisions of Section 5.8 or Section 5.13, except to
increase any such percentage or to provide that certain other provisions of this Indenture
cannot be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause (c) shall not be deemed to require the
consent of any Holder with respect to changes in the references to “the Trustee” and
concomitant changes in this Section, or the deletion of this proviso, in accordance with the
requirements of Section 6.11(b) and Section 9.1(l);




     (d) waive a redemption payment with respect to any Security; provided,
however, that any purchase or repurchase of Securities shall not be deemed a redemption of
the Securities;




     (e) release any Guarantor from any of its obligations under its Securities
Guarantee or this Indenture, except in accordance with the terms of this Indenture (as
supplemented by any supplemental indenture); or




     (f) make any change in the foregoing amendment and waiver provisions.



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


Section 9.3. Execution of Supplemental Indentures.




     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully
protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture that affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.


Section 9.4. Effect of Supplemental Indentures.




     Upon the execution of any supplemental indenture under this Article Nine, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby.



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Section 9.5. Conformity with Trust Indenture Act.




     Every supplemental indenture executed pursuant to this Article Nine shall conform to the
requirements of the Trust Indenture Act as then in effect.


Section 9.6. Reference in Securities to Supplemental Indentures.




     Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article Nine may, and shall if required by the Trustee, bear a notation
in form approved by the Trustee as to any matter provided for in such supplemental indenture. If
the Company shall so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.


Section 9.7. Effect of Consents.




     Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a
Security is a continuing consent by the Holder of a Security and every subsequent Holder of a
Security or portion of a Security that evidences the same debt as the consenting Holder’s Security,
even if notation of the consent is not made on any Security. An amendment,
supplement or waiver becomes effective in accordance with its terms and thereafter binds every
Holder.



ARTICLE TEN

COVENANTS



Section 10.1. Payment of Principal, Premium and Interest.




     The Company covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of and any premium and interest on the Securities of that
series in accordance with the terms of the Securities and this Indenture.


Section 10.2. Maintenance of Office or Agency.




     The Company will maintain in the United States, an office or agency (which may be an office of
the Trustee or Security Registrar or agent of the Trustee or Security Registrar) where Securities
of each series may be presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be served. The Company
will give prompt written notice to the Trustee of the location, and any change in the location, of
such office or agency. If at any time the Company shall fail to maintain any such required office
or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.



     The Company may also from time to time designate one or more other offices or agencies where
the Securities of one or more series may be presented or surrendered for any or all such



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purposes
and may from time to time rescind such designations. Further, if at any time there shall be no
such office or agency in The City of New York where the Securities of each series may be presented
or surrendered for payment, the Company shall forthwith designate and maintain such an office or
agency in The City of New York, in order that the Securities of each series shall at all times be
payable in The City of New York. 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.



     Except as otherwise specified with respect to a series of Securities as contemplated by
Section 3.1, the Company hereby initially designates (i) the Corporate Trust Office of the Trustee
as the Company’s office or agency for each such purpose for each series of Securities and (ii) the
corporate trust office of the Trustee at 100 Wall Street, Suite 1600, New York, New York 10005 as
its office or agency where each series of the Securities may be presented or surrendered for
payment.


Section 10.3. Money for Securities Payments to Be Held in Trust.




     If the Company shall at any time act as its own Paying Agent, with respect to any series of
Securities, it will, on or before each due date of the principal of or any premium or interest on
any of the Securities of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act. Upon any bankruptcy or
reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the
Securities.



     Whenever the Company shall have one or more Paying Agents for any series of Securities, it
will, prior to each due date of the principal of or any premium or interest on any Securities of
that series, deposit with a Paying Agent a sum sufficient to pay the principal and any premium or
interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act. For purposes of this Section 10.3,
should a due date for principal of or any premium or interest on, or sinking fund payment with
respect to, any series of Securities not be on a Business Day, such payment shall be due on the
next Business Day without any interest for the period from the due date until such Business Day.



     The Company will cause each Paying Agent for any series of Securities other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section, that such Paying Agent will:




     (a) hold all sums held by it for the payment of the principal of or any
premium or interest on Securities of that series in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as
herein provided;



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     (b) give the Trustee notice of any Default by the Company (or any other
obligor upon the Securities of that series) in the making of any payment of principal or any
premium or interest on the Securities of that series; and




     (c) at any time during the continuance of any such Default, upon the written
request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent.



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



     Subject to any applicable escheat or abandoned property laws, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal
of or any premium or interest on any Security of any series and remaining unclaimed for one year
after such principal or any premium or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect
to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once in 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 shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the Company.


Section 10.4. Existence.




     Subject to Article Eight, the Company and, if any Securities of a series to which Article
Fourteen has been made applicable are Outstanding, each Guarantor will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence, rights (charter and
statutory) and franchises; provided, however, that the Company and, if applicable, each Guarantor
shall not be required to preserve any such right or franchise if the Company shall determine that
the preservation thereof is no longer desirable in the conduct of the business of the Company or
such Guarantor, as the case may be.


Section 10.5. Statement by Officers as to Default.




     Annually, within 150 days after the close of each fiscal year beginning with the fiscal year
ending December 31, 2011, the Company and, if any Securities of a series to which Article Fourteen
has been made applicable are Outstanding, each Guarantor will deliver to the Trustee an Officers’
Certificate as to the signing officers’ knowledge of the Company’s or such



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Guarantor’s, as the case
may be, compliance (without regard to any period of grace or requirement of notice provided herein)
with all conditions and covenants under the Indenture and if the Company, or such Guarantor, shall
not be in compliance, specifying such non-compliance and the nature and status thereof of which
such officer may have knowledge. If a Default or an Event of Default has occurred, the Company or
such Guarantor shall deliver to the Trustee within five Business Days of the Company or such
Guarantor, as the case may be, becoming aware of such Default or Event of Default, a written
statement (which need not be an Officers’ Certificate) setting forth the details of such Default or
Event of Default and the actions that the Company or such Guarantor, as the case may be, proposes
to take with respect thereto.



ARTICLE ELEVEN

REDEMPTION OF SECURITIES



Section 11.1. Applicability of Article.




     Securities of any series that are redeemable before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified as contemplated by Section 3.1
for Securities of any series) in accordance with this Article Eleven.


Section 11.2. Election to Redeem; Notice to Trustee.




     The election of the Company to redeem any Securities shall be evidenced by a Board Resolution.
In case of any redemption at the election of the Company of less than all the Securities of any
series, the Company shall, at least five Business Days prior to the giving of notice of such
redemption (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities (a) prior to the expiration of any restriction on such redemption provided in the terms
of such Securities or elsewhere in this Indenture or (b) pursuant to an election of the Company
that is subject to a condition specified in the terms of the Securities of the series to be
redeemed, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance
with such restriction or condition.


Section 11.3. Selection by Trustee of Securities to Be Redeemed.




     If less than all the Securities of any series are to be redeemed (unless all of the Securities
of such series and of a specified tenor are to be redeemed), the particular Securities to be
redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from
the Outstanding Securities of such series not previously called for redemption, by such method as
the Trustee shall deem fair and appropriate and which may provide for the selection for redemption
of portions (equal to the minimum authorized denomination for Securities of that series or any
integral multiple thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series.



     The Trustee shall promptly notify the Company in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption, the principal amount
thereof to be redeemed. If the Securities of any series to be redeemed consist of Securities
having different dates on which the principal is payable or different rates of interest, or



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different methods by which interest may be determined or have any other different tenor or terms,
then the Company may, by written notice to the Trustee, direct that the Securities of such series
to be redeemed shall be selected from among the groups of such Securities having specified tenor or
terms and the Trustee shall thereafter select the particular Securities to be
redeemed in the manner set forth in the preceding paragraph from among the group of such
Securities so specified.



     For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to
be redeemed only in part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.


Section 11.4. Notice of Redemption.




     Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than
30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at such Holder’s address appearing in the Security Register.



     All notices of redemption shall state:




     (a) the Redemption Date,




     (b) the Redemption Price, or if not then ascertainable, the manner of
calculation thereof,




     (c) if less than all the Outstanding Securities of any series are to be
redeemed, the identification (and, in the case of partial redemption, the principal amounts)
of the particular Securities to be redeemed,




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




     (e) the place or places where such Securities are to be surrendered for
payment of the Redemption Price, and




     (f) that the redemption is for a sinking fund, if such is the case.


Notice of redemption of Securities to be redeemed at the election of the Company shall be given by
the Company or, at the Company’s request, by the Trustee in the name and at the expense of the
Company; provided, however, that the Company has delivered to the Trustee, at least five Business
Days (unless a shorter period shall be acceptable to the Trustee) prior to mailing the notice of
redemption, a Company Request that the Trustee give such notice and setting forth the information
to be stated in such notice.




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Section 11.5. Deposit of Redemption Price.




     Prior to 11:00 a.m., Eastern Time, on any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 10.3) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest
on, all the Securities which are to be redeemed on that date.


Section 11.6. Securities Payable on Redemption Date.




     Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be paid by the Company
at the Redemption Price, together with accrued interest to the Redemption Date; provided, however,
that unless otherwise specified with respect to Securities of any series as contemplated in Section
3.1, installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant record dates according to their terms and the
provisions of Section 3.7.



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


Section 11.7. Securities Redeemed in Part.




     Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new
Security or Securities of the same series and tenor, of any authorized denomination as requested by
such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of
the principal of the Security so surrendered.



ARTICLE TWELVE

SINKING FUNDS



Section 12.1. Applicability of Article.




     The provisions of this Article Twelve shall be applicable to any sinking fund for the
retirement of Securities of a series except as otherwise specified as contemplated by Section 3.1
for Securities of such series.



     The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “Mandatory Sinking Fund Payment,” and any



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payment in excess of
such minimum amount provided for by the terms of Securities of any series is herein referred to as
an “Optional Sinking Fund Payment.” If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.2.
Each sinking fund payment shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series.


Section 12.2. Satisfaction of Sinking Fund Payments with Securities.




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


Section 12.3. Redemption of Securities for Sinking Fund.




     Not less than 45 days prior to each sinking fund payment date for any series of Securities
(unless a shorter period shall be satisfactory to the Trustee), the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 12.2 and stating the basis
for such credit and that such Securities have not been previously so credited, and will also
deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such
sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 11.3 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the manner provided in
Section 11.4. Such notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Section 11.6 and Section 11.7.



ARTICLE THIRTEEN

DEFEASANCE



Section 13.1. Option to Effect Legal Defeasance or Covenant Defeasance.




     The Company may, at the option of its Board of Directors evidenced by a resolution set forth
in an Officers’ Certificate, and at any time, elect to have either Section 13.2 or Section 13.3
hereof be applied to all Outstanding Securities of any series upon compliance with the conditions
set forth below in this Article Thirteen.



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Section 13.2. Legal Defeasance and Discharge.




     Upon the Company’s exercise under Section 13.1 hereof of the option applicable to this Section
13.2, the Company and each of the Guarantors will, subject to the satisfaction of the conditions
set forth in Section 13.4 hereof, be deemed to have been discharged from their obligations with
respect to all Outstanding Securities of such series (including the Securities Guarantee) on the
date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this
purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to have paid and
discharged the entire Debt represented by the Outstanding Securities of such series (including the
Securities Guarantee), which will thereafter be deemed to be “outstanding” only for the purposes of
Section 13.5 hereof and the other sections of this Indenture referred to in clauses (a) and (b)
below, and to have satisfied all their other obligations under such Securities, the Securities
Guarantee 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:




     (a) the rights of Holders of Outstanding Securities of such series to receive
payments in respect of the principal of, or interest or premium, if any, on such Securities
when such payments are due from the trust referred to in Section 13.4 hereof;




     (b) the Company’s obligations with respect to such Securities under Section
3.4, Section 3.5, Section 3.6, Section 10.2 and Section 10.3 hereof;




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




     (d) this Article Thirteen.



     Subject to compliance with this Article Thirteen, the Company may exercise its option under
this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 hereof with
respect to the same series of Securities.


Section 13.3. Covenant Defeasance.




     Upon the Company’s exercise under Section 13.1 hereof of the option applicable to this Section
13.3, the Company and each of the Guarantors will, subject to the satisfaction of the conditions
set forth in Section 13.4 hereof, be released from each of their obligations respecting the
Securities of such series under the covenants contained in Section 10.4 and Article Fourteen hereof
as well as any Additional Defeasible Provisions (such release and termination hereinafter referred
to as “Covenant Defeasance”), the Securities Guarantee respecting such Securities will be
discharged, and the Securities of such series 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 (it being understood that such Securities will not be deemed
outstanding for accounting purposes to the extent permitted by GAAP). For this purpose, Covenant
Defeasance means that, with respect to the Outstanding Securities of such series, the Company and
the Guarantors may omit to comply with and will have no liability in



71









 







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 5.1 hereof, but, except as specified
above, the remainder of this Indenture and such Securities will be unaffected thereby. In
addition, upon the Company’s exercise under Section 13.1 hereof of the option applicable to this
Section 13.3, subject to the satisfaction of the conditions set forth in Section 13.4, Section
5.1(c), Section 5.1(d) and Section 5.1(h) hereof and will not constitute Events of Default.


Section 13.4. Conditions to Legal or Covenant Defeasance.




     In order to exercise either Legal Defeasance or Covenant Defeasance with respect to any series
of Securities under either Section 13.2 or Section 13.3 hereof:




     (a) the Company must irrevocably deposit with the Trustee, in trust, for the
benefit of the Holders of the Securities of such series, cash in U.S. dollars, non-callable
Government Securities, or a combination of cash in U.S. dollars and non-callable Government
Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized
investment bank, nationally recognized appraisal firm, or nationally recognized firm of
independent public accountants to pay the principal of, or interest and premium, if any, on
the Outstanding Securities of such series 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
Securities are being defeased to such stated date for payment or to a particular Redemption
Date;




     (b) in the case of an election under Section 13.2 hereof, the Company must
deliver to the Trustee an Opinion of Counsel confirming that:




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




     (ii) since the Issue Date, there has been a change in the applicable U.S.
federal income tax law,




in either case to the effect that, and based thereon such Opinion of Counsel will
confirm that, the Holders of the Outstanding Securities of such series will not
recognize income, gain or loss for U.S. federal income tax purposes as a result of
such Legal Defeasance and will be subject to U.S. 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;




     (c) in the case of an election under Section 13.3 hereof, the Company must
deliver to the Trustee an Opinion of Counsel confirming that the Holders of the Outstanding
Securities of such series will not recognize income, gain or loss for U.S. federal income
tax purposes as a result of such Covenant Defeasance and will be subject to U.S. 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;



72









 






     (d) no Default or Event of Default respecting such series of Securities 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 or the grant of
liens securing such borrowing);




     (e) such Legal Defeasance or Covenant Defeasance and the related deposit 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;




     (f) 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
such Securities over the other creditors of the Company with the intent of defeating,
hindering, delaying or defrauding any creditors of the Company or others;




     (g) the Company must deliver to the Trustee an Officers’ Certificate, stating
that all conditions precedent set forth in clauses (a) through (f) of this Section 13.4 have
been complied with; and




     (h) the Company must deliver to the Trustee an Opinion of Counsel, stating
that all conditions precedent set forth in clauses (b), (c) and (e) of this Section 13.4
have been complied with.


Section 13.5. Deposited Money and Government Securities to be Held in Trust, Other
Miscellaneous Provisions.




     Subject to the last paragraph of Section 10.3 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 13.5, the “Trustee”) pursuant to Section 13.4
hereof in respect of the Outstanding Securities of any series will be held in trust and applied by
the Trustee, in accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company acting as Paying Agent)
as the Trustee may determine, to the Holders of such Securities of all sums due and to become due
thereon in respect of principal, 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
13.4 hereof or the principal and interest received in respect thereof other than any such tax, fee
or other charge that by law is for the account of the Holders of such Outstanding Securities.



     Notwithstanding anything in this Article Thirteen 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 13.4 hereof, which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under



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Section 13.4(a) 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 13.6. Reinstatement.




     If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable
Government Securities in accordance with Section 13.2 or Section 13.3 hereof with respect to the
Securities of any series, 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 and the Guarantors’ obligations under this Indenture and such Securities and the
Securities Guarantee will be revived and reinstated as though no deposit had occurred pursuant to
Section 13.2 or Section 13.3 hereof until such time as the Trustee or Paying Agent is permitted to
apply all such money or non-callable Government Securities in accordance with Section 13.2 or
Section 13.3 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 such Security following the reinstatement of
its obligations, the Company will be subrogated to the rights of the Holders of such Securities to
receive such payment from the money or non-callable Government Securities held by the Trustee or
Paying Agent.



ARTICLE FOURTEEN

GUARANTEE OF SECURITIES



Section 14.1. Securities Guarantee.





     (a) Subject to the other provisions of this Article Fourteen, each of the
Guarantors hereby jointly and severally guarantees to each Holder of a Security of each
series to which this Article Fourteen has been made applicable as provided in Section 3.1(t)
(the Securities of such series being referred to herein as the “Guaranteed Securities”)
(which Security has been authenticated and delivered by the Trustee), and to the Trustee and
its successors and assigns, irrespective of the validity and enforceability of this
Indenture, the Guaranteed Securities, and the obligations of the Company hereunder or
thereunder, that:




     (i) the principal of, premium, if any, and interest on the Guaranteed
Securities will be promptly paid in full when due, whether at Stated Maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of and
interest on the Guaranteed Securities, if any, if lawful, and all other obligations
of the Company to the Holders of Guaranteed Securities, or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with the
terms hereof and thereof; and




     (ii) in case of any extension of time of payment or renewal of any Guaranteed
Securities or any of such other obligations, that same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
whether at Stated Maturity, by acceleration or otherwise.




Failing payment when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Guarantors will be jointly and severally obligated to



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pay the same
immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee
of collection.




     (b) To the extent permissible under applicable law, the obligations of the
Guarantors under this Securities Guarantee are unconditional, irrespective of the validity,
regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of
any action to enforce the same, any waiver or consent by any Holder of the Guaranteed
Securities with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a guarantor. To the
extent permitted by applicable law, each Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of
the Company, any right to require a proceeding first against the Company, protest, notice
and all demands whatsoever and covenants that this Securities Guarantee will not be
discharged except by complete performance of the obligations contained in the Guaranteed
Securities and this Indenture.




     (c) If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar
official acting in relation to either the Company or the Guarantors, any amount paid by
either to the Trustee or such Holder, then this Securities Guarantee, to the extent
theretofore discharged, will be reinstated in full force and effect.




     (d) Each Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that,
to the extent permitted by applicable law, as between the Guarantors, on the one hand, and
the Holders of Guaranteed Securities and the Trustee, on the other hand, (1) the maturity of
the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for
the purposes of this Securities Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations guaranteed hereby,
and (2) in the event of any declaration of acceleration of such obligations as provided in
Article Five hereof, such obligations (regardless of whether due and payable) will forthwith
become due and payable by the Guarantors for the purpose of this Securities Guarantee. The
Guarantors will have the right to seek contribution from any non-paying Guarantor so long as
the exercise of such right does not impair the rights of the Holders under the Securities
Guarantee.


Section 14.2. Limitation on Guarantor Liability.




     Each Guarantor and, by its acceptance of Guaranteed Securities, each Holder thereof, hereby
confirm that it is the intention of all such parties that the Securities Guarantee of such
Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or
state law to the extent applicable to any Securities Guarantee. To effectuate the foregoing
intention, to the extent permitted under applicable law, the Trustee, the Holders and each
Guarantor hereby irrevocably agree that the obligations of such Guarantor will be limited to



75









 







the
maximum amount that will, after giving effect to such maximum amount and all other contingent and
fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to
any collections from, rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this Article Fourteen,
result in the obligations of such Guarantor under its Securities Guarantee not constituting a
fraudulent transfer or conveyance.


Section 14.3. Execution and Delivery of Securities Guarantee Notation.




     To evidence its Securities Guarantee set forth in Section 14.1 hereof, each Guarantor hereby
agrees that a notation of such Securities Guarantee substantially in the form set forth in Section
2.3 or established pursuant to a Board Resolution or in a supplemental indenture, in accordance
with the provisions of Section 2.1, will be endorsed by an officer of such Guarantor on each
Guaranteed Security authenticated and delivered by the Trustee and that this Indenture will be
executed on behalf of such Guarantor by one of its officers.



     Each Guarantor hereby agrees that its Securities Guarantee set forth in Section 14.1 hereof
will remain in full force and effect notwithstanding any failure to endorse on each Guaranteed
Security a notation of such Securities Guarantee.



     The delivery of any Guaranteed Security by the Trustee, after the authentication thereof
hereunder, will constitute due delivery of the Securities Guarantee of such Guaranteed Security set
forth in this Indenture on behalf of the Guarantors.



* * *








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



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



	 	 	 	 	 
	 	OASIS PETROLEUM INC.

 	 
	 	By:  	/s/ Thomas B. Nusz
 	 
	 	 	Thomas B. Nusz 	 
	 	 	President and Chief Executive Officer 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/ Steven Finklea
 	 
	 	 	Steven Finklea 	 
	 	 	Vice President 	 
	 



Signature Page to Base Indenture