exv4w3






Exhibit 4.3




      




LAMAR ADVERTISING COMPANY




and




                    
                    
, as Trustee




 






INDENTURE




Dated as of                     




      




 









 





     INDENTURE, dated as of                     ,                     , by and between LAMAR ADVERTISING COMPANY, a
Delaware corporation, as Issuer (the “Company”), and                                                             , a
                                         organized under the laws of                               
          , 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 debentures, notes or other evidences of indebtedness to be
issued in one or more series (the “Securities”), as herein provided, up to such principal amount as
may from time to time be authorized in or pursuant to one or more resolutions of the Board of
Directors or by supplemental indenture.



     All things necessary to make this Indenture a valid agreement of the Company in accordance
with its terms have been done, and the execution and delivery thereof have been in all respects
duly authorized by the parties hereto.



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



     Each party agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the Holders of the Securities issued under this Indenture:



ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE




     1.1 Definitions.



     “Affiliate” of any specified Person means any other Person which directly or indirectly
through one or more intermediaries controls, or is controlled by, or is under common control with,
such specified Person. For the purposes of this definition, “control” (including, with correlative
meanings, the terms “controlling,” “controlled by,” and “under common control with”), 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.



     “Agent” means any Registrar, Paying Agent, co-registrar or agent for service of notices and
demands.



     “Board of Directors” means the Board of Directors of the Company or any committee authorized
to act therefor.



     “Board Resolution” means a copy of a resolution certified pursuant to an Officers’ Certificate
to have been duly adopted by the Board of Directors of the Company and to be in full force and
effect on the date of such certification, and delivered to the Trustee.



     “Capital Stock” means, with respect to any Person, any and all shares or other equivalents
(however designated) of capital stock, partnership interests or any other participation, right or



 









 







other interest in the nature of an equity interest in such Person or any option, warrant or
other security convertible into any of the foregoing.



     “Company” means the party named as such in the first paragraph of this Indenture until a
successor replaces such party pursuant to Article 5 of this Indenture, and thereafter means the
successor and any other primary obligor on the Securities.



     “Company Order” means a written order signed in the name of the Company by two Officers, one
of whom must be its Chief Executive Officer or its Chief Financial Officer.



     “Company Request” means any written request signed in the name of the Company by its Chief
Executive Officer, its President, any Vice President, its Chief Financial Officer or its Treasurer
and attested to by the Secretary or any Assistant Secretary of the Company.



     “Corporate Trust Office” means the office of the Trustee at which at any particular time its
corporate trust business shall be principally administered.



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



     “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, the Person designated as Depositary for
such Series by the Company, which Depositary shall be a clearing agency registered under the
Exchange Act, until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Depositary” shall mean each Person who is then a
Depositary hereunder, and if at any time there is more than one such Person, such Persons.



     “Dollars” means the currency of the United States of America.



     “ECU” means the European Currency Unit as determined by the Commission of the European Union.



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



     “Foreign Currency” means any currency or currency unit issued by a government other than the
government of the United States of America.



     “Foreign Government Obligations” means with respect to Securities of any Series that are
denominated in a Foreign Currency, (i) direct obligations of the government that issued or caused
to be issued such currency for the payment of which obligations its full faith and credit is
pledged or (ii) obligations of a person controlled or supervised by or acting as an agency or
instrumentality of such government the timely payment of which is unconditionally guaranteed as a
full faith and credit obligation by such government, which, in either case under clauses (i) or
(ii), are not callable or redeemable at the option of the issuer thereof.



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     “GAAP” means generally accepted accounting principles consistently applied as in effect in the
United States from time to time.



     “Global Security” or “Global Securities” means a Security or Securities, as the case may be,
in the form established pursuant to Section 2.2, evidencing all or part of a Series of Securities
issued to the Depositary for such Series or its nominee, registered in the name of such Depositary
or nominee, and bearing the legend set forth in Section 2.15(c) (or such legend as may be specified
as contemplated by Section 2.2 for such Securities).



     “Holder” or “Securityholder” means the Person in whose name a Security is registered on the
Registrar’s books.



     “Indebtedness” means (without duplication), with respect to any Person, any indebtedness at
any time outstanding, secured or unsecured, contingent or otherwise, which is for borrowed money
(whether or not the recourse of the lender is to the whole of the assets of such Person or only to
a portion thereof), or evidenced by bonds, notes, debentures or similar instruments or representing
the balance deferred and unpaid of the purchase price of any property (excluding any balances that
constitute accounts payable or trade payables, and other accrued liabilities arising in the
ordinary course of business) if and to the extent any of the foregoing indebtedness would appear as
a liability upon a balance sheet of such Person prepared in accordance with GAAP.



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



     “Interest Payment Date” means the Stated Maturity of an installment of interest on Securities
of any Series.



     “Lien” means, with respect to any property or assets of any Person, any mortgage or deed of
trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge,
easement, encumbrance, preference, priority, or other security agreement or preferential
arrangement of any kind or nature whatsoever on or with respect to such property or assets
(including, without limitation, any capitalized lease obligation, conditional sales, or other title
retention agreement having substantially the same economic effect as any of the foregoing).



     “Maturity Date” when used with respect to any Security or installment of principal thereof,
means the date on which the principal of such Security or such 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, notice of option to elect payment or otherwise.



     “Officer” means the Chief Executive Officer, the President, any Vice President, the Chief
Financial Officer, the Treasurer or the Secretary of the Company or any other officer designated by
the Board of Directors, as the case may be.



     “Officers’ Certificate” means, with respect to any Person, a certificate signed by the Chief
Executive Officer, the President or any Vice President, and the Chief Financial Officer or any
Treasurer of such Person that shall comply with applicable provisions of this Indenture.



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     “Opinion of Counsel” means a written opinion from legal counsel which counsel is reasonably
acceptable to the Trustee.



     “Person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government (including any agency or
political subdivision thereof).



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



     “Responsible Officer” when used with respect to the Trustee, means any officer or officers
within the corporate trust department of the Trustee (or any successor group of the Trustee) or any
other officer of the Trustee customarily performing functions similar to those performed by any of
the above designated officers and who are responsible for compliance with the obligations of the
Trustee as set forth in this Indenture and also means, with respect to a particular corporate trust
matter or obligation required of the Trustee as set forth in this Indenture, any other officer to
whom such matter is referred because of his knowledge of and familiarity with the particular
subject.



     “SEC” means the United States Securities and Exchange Commission as constituted from time to
time or any successor performing substantially the same functions.



     “Securities” means the securities that are issued under this Indenture, as amended or
supplemented from time to time pursuant to this Indenture.



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



     “Series” or “Series of Securities” means each series of debentures, notes or other debt
instruments of the Company created pursuant to Sections 2.1 or 2.2 hereof.



     “Significant Subsidiary” means (i) any direct or indirect Subsidiary of the Company that would
be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such regulation is in effect on the date hereof, or (ii) any
group of direct or indirect Subsidiaries of the Company that, taken together as a group, would be a
“significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant
to the Securities Act, as such regulation is in effect on the date hereof.



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



     “Subsidiary” of any specified Person means any corporation, partnership, joint venture,
association or other business entity, whether now existing or hereafter organized or acquired,
(i) in the case of a corporation, of which more than 50% of the total voting power of the Capital



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Stock entitled (without regard to the occurrence of any contingency) to vote in the election
of directors thereof is held, directly or indirectly by such Person or any of its Subsidiaries; or
(ii) in the case of a partnership, joint venture, association or other business entity, with
respect to which such Person or any of its Subsidiaries has the power to direct or cause the
direction of the management and policies of such entity by contract or otherwise or if in
accordance with GAAP such entity is consolidated with such Person for financial statement purposes.



     “TIA” means the Trust Indenture Act of 1939 (15 U.S. Code Section 77aaa-77bbbb) as in effect
on the date of this Indenture (except as provided in Section 8.3 hereof).



     “Trustee” means the party named as such in this Indenture until a successor replaces it
pursuant to this Indenture and thereafter means the successor.



     “U.S. Government Obligations” means direct non-callable obligations of, or non-callable
obligations guaranteed by, the United States of America for the payment of which obligation or
guarantee the full faith and credit of the United States of America is pledged.



     1.2 Other Definitions.



     The definitions of the following terms may be found in the sections indicated as follows:



	 	 	 	 	 
	 	 	Defined
	Term	 	in Section
	“Bankruptcy Law”

	 	 	6.1	 
	“Business Day”

	 	 	10.8	 
	“Covenant Defeasance”

	 	 	9.3	 
	“Custodian”

	 	 	6.1	 
	“Event of Default”

	 	 	6.1	 
	“Journal”

	 	 	10.16	 
	“Judgment Currency”

	 	 	10.17	 
	“Legal Defeasance”

	 	 	9.2	 
	“Legal Holiday”

	 	 	10.8	 
	“Market Exchange Rate”

	 	 	10.16	 
	“New York Banking Day”

	 	 	10.17	 
	“Paying Agent”

	 	 	2.4	 
	“Registrar”

	 	 	2.4	 
	“Required Currency”

	 	 	10.17	 
	“Service Agent”

	 	 	2.4	 






     1.3 Incorporation by Reference of Trust Indenture Act.



     Whenever this Indenture refers to a provision of the TIA, the portion of such provision
required to be incorporated herein in order for this Indenture to be qualified under the TIA is
incorporated by reference in and made a part of this Indenture. The following TIA terms used in
this Indenture have the following meanings:



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     “Commission” means the SEC.



     “indenture securities” means the Securities.



     “indenture securityholder” means a Securityholder.



     “indenture to be qualified” means this Indenture.



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



     “obligor on the indenture securities” means the Company or any other obligor on the
Securities.



     All other terms used in this Indenture that are defined by the TIA, defined in the TIA by
reference to another statute or defined by SEC rule have the meanings therein assigned to them.



     1.4 Rules of Construction.



     Unless the context otherwise requires:



          (1) a term has the meaning assigned to it herein, whether defined expressly or by reference;



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



          (3) “or” is not exclusive;



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



          (5) words used herein implying any gender shall apply to each gender; and



          (6) 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 sub-division.



ARTICLE 2

THE SECURITIES




     2.1 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. All Securities
of a Series shall be identical except as may be set forth in a Board Resolution, a supplemental
indenture or an Officers’ Certificate detailing the adoption of the terms thereof pursuant to the
authority granted under a Board Resolution. In the case of Securities of a Series to be issued
from time to time, the Board Resolution, Officers’ Certificate or supplemental



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indenture may provide for the method by which specified terms (such as interest rate, Stated
Maturity, record date or date from which interest shall accrue) are to be determined. Securities
may differ between Series in respect of any matters, provided that all Series of Securities
shall be equally and ratably entitled to the benefits of the Indenture.



     2.2 Establishment of Terms of Series of Securities.



     At or prior to the issuance of any Securities within a Series, the following shall be
established (as to the Series generally, in the case of Subsection 2.2(1) and either as to such
Securities within the Series or as to the Series generally in the case of Subsections 2.2(2)
through 2.2(25) by a Board Resolution, a supplemental indenture or an Officers’ Certificate, in
each case, pursuant to authority granted under a Board Resolution:



          (1) the title of the Series (which shall distinguish the Securities of that particular Series
from the Securities of any other Series);



          (2) the price or prices (expressed as a percentage of the principal amount thereof) at which
the Securities of the Series will be issued;



          (3) 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 2.7, 2.8, 2.11, 3.6 or 8.5);



          (4) the date or dates on which the principal of the Securities of the Series is payable;



          (5) the rate or rates (which may be fixed or variable) per annum or, if applicable, the method
used to determine such rate or rates (including, but not limited to, any commodity, commodity
index, stock exchange index or financial index) at which the Securities of the Series shall bear
interest, if any, the date or dates from which such interest, if any, shall accrue, the date or
dates on which such interest, if any, shall commence and be payable and any regular record date for
the interest payable on any Interest Payment Date;



          (6) the place or places where the principal of and interest and premium, if any, on the
Securities of the Series shall be payable, or the method of such payment, if by wire transfer, mail
or other means;



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



          (8) the obligation, if any, of the Company to redeem or purchase the 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;



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          (9) the dates, if any, on which and the price or prices at which the Securities of the Series
will be repurchased by the Company at the option of the Holders thereof and other detailed terms
and provisions of such repurchase obligations;



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



          (11) the forms of the Securities of the Series in bearer or fully registered form (and, if in
fully registered form, whether the Securities will be issuable as Global Securities);



          (12) if other than the principal amount thereof, the portion of the principal amount of the
Securities of the Series that shall be payable upon declaration of acceleration of the maturity
thereof pursuant to Section 6.2;



          (13) the currency of denomination of the Securities of the Series, which may be Dollars or any
Foreign Currency, including, but not limited to, the ECU, and if such currency of denomination is a
composite currency other than the ECU, the agency or organization, if any, responsible for
overseeing such composite currency;



          (14) the designation of the currency, currencies or currency units in which payment of the
principal of and interest and premium, if any, on the Securities of the Series will be made;



          (15) if payments of principal of, interest or premium, if any, on the Securities of the Series
are to be made in one or more currencies or currency units other than that or those in which such
Securities are denominated, the manner in which the exchange rate with respect to such payments
will be determined;



          (16) the manner in which the amounts of payment of principal of and interest and premium, if
any, on the Securities of the Series will be determined, if such amounts may be determined by
reference to an index based on a currency or currencies or by reference to a commodity, commodity
index, stock exchange index or financial index;



          (17) the provisions, if any, relating to any security provided for the Securities of the
Series;



          (18) any addition to or change in the Events of Default which applies to any Securities of the
Series and any change in the right of the Trustee or the requisite Holders of such Securities to
declare the principal amount thereof due and payable pursuant to Section 6.2;



          (19) any addition to or change in the covenants set forth in Articles 4 or 5 which applies to
Securities of the Series;



          (20) any other terms of the Securities of the Series (which terms shall not be inconsistent
with the provisions of this Indenture, except as permitted by Section 8.1, but which may modify or
delete any provision of this Indenture insofar as it applies to such Series).



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          (21) any depositories, interest rate calculation agents, exchange rate calculation agents or
other agents with respect to Securities of such Series if other than those appointed herein;



          (22) the terms and conditions, if any, upon which the Securities and any guarantees thereof
shall be subordinated in right of payment to other indebtedness of the Company or any guarantor;



          (23) the form and terms of any guarantee of the Securities;



          (24) if applicable, that the Securities of the Series, in whole or any specified part, shall
be defeasible pursuant to Article 9; and



          (25) if applicable, that the Securities of the Series, in whole or any specified part, shall
be convertible into equity securities of the Company



     All Securities of any one Series need not be issued at the same time and may be issued from
time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the
Board Resolution, supplemental indenture or Officers’ Certificate referred to above, and the
authorized principal amount of any Series may not be increased to provide for issuances of
additional Securities of such Series, unless otherwise provided in such Board Resolution,
supplemental indenture or Officers’ Certificate.



     2.3 Execution and Authentication.



     The Securities shall be executed on behalf of the Company by two Officers of the Company or an
Officer and an Assistant Secretary of the Company. Each such signature may be either manual or
facsimile. The Company’s seal may be impressed, affixed, imprinted or reproduced on the Securities
and may be in facsimile form.



     If an Officer whose signature is on a Security no longer holds that office at the time the
Security is authenticated, the Security shall nevertheless be valid. A Security shall not be valid
until authenticated by the manual signature of the Trustee or an authenticating agent. The
signature shall be conclusive evidence that the Security has been authenticated under this
Indenture.



     The Trustee shall at any time, and from time to time, authenticate Securities for original
issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or
Officers’ Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may
authorize authentication and delivery pursuant to oral or electronic instructions from the Company
or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in
writing. Each Security shall be dated the date of its authentication unless otherwise provided by
a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate.



     The aggregate principal amount of Securities of any Series outstanding at any time may not
exceed any limit upon the maximum principal amount for such Series set forth in the Board



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Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to
Section 2.2, except as provided in Section 2.8.



     Prior to the issuance of Securities of any Series, the Trustee shall have received and
(subject to Section 7.2) shall be fully protected in relying on: (a) the Board Resolution,
supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities of
that Series or of Securities within that Series and the terms of the Securities of that Series or
of Securities within that Series, (b) an Officers’ Certificate complying with Section 10.4, and (c)
an Opinion of Counsel complying with Section 10.4.



     The Trustee shall have the right to decline to authenticate and deliver any Securities of such
Series: (a) if the Trustee, being advised in writing by outside counsel, determines that such
action may not lawfully be taken; or (b) if the Trustee in good faith by its board of directors or
trustees, executive committee or a trust committee of directors and/or vice-presidents shall
reasonably determine that such action would expose the Trustee to personal liability, or cause it
to have a conflict of interest with respect to Holders of any then outstanding Series of
Securities.



     The Trustee may appoint an authenticating agent reasonably acceptable to the Company to
authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee
may do so. Any appointment shall be evidenced by instrument signed by an authorized officer of the
Trustee, a copy of which shall be furnished to the Company. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An authenticating agent has
the same rights as an Agent to deal with the Company or an Affiliate of the Company.



     2.4 Registrar and Paying Agent.



     The Company shall maintain an office or agency where Securities of any Series may be presented
for registration of transfer or for exchange (“Registrar”), an office or agency located in the
Borough of Manhattan, City of New York, State of New York where Securities may be presented for
payment (“Paying Agent”), and an office or agency where notices and demands to or upon the Company
in respect of the Securities and this Indenture may be served (“Service Agent”). The Registrar
shall keep a register of the Securities and of their transfer and exchange. The Company may have
one or more co-registrars and one or more additional paying agents. The Company shall 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 to furnish
the Trustee with the address thereof, such presentations, surrenders, notices and demands may be
made or served at the address of the Trustee as set forth in Section 10.2. Neither the Company nor
any Affiliate of the Company may act as Paying Agent. The Company may change any Paying Agent,
Registrar or co-registrar without notice to any Securityholder.



     The Company may also from time to time designate one or more other offices or agencies where
the Securities may be presented or surrendered for any or all such purposes and may from time to
time rescind such designations. The Company shall give prompt written notice to the



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Trustee of such designation or rescission and of any change in the location of any such other
office or agency.



The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not
a party to this Indenture. The agreement shall implement the provisions of this Indenture that
relate to such Agent. The Company shall notify the Trustee of the name and address of any such
Agent. If the Company fails to maintain a Registrar or Paying Agent, or agent for service of
notices and demands, or fails to give the foregoing notice, the Trustee shall act as such. The
Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for
each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is
appointed prior to the time Securities of that Series are first issued. The Company hereby
initially designates the Corporate Trust Office of the Trustee as such office of the Company.



     2.5 Paying Agent To Hold Assets in Trust.



     The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than
the Trustee to agree in writing that each Paying Agent shall hold in trust for the benefit of the
Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the
payment of principal of, or interest or premium (if any) on, such Series of Securities (whether
such assets have been distributed to it by the Company or any other obligor on such Series of
Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any
Default by the Company (or any other obligor on such Series of Securities) in making any such
payment. The Company at any time may require a Paying Agent to distribute all assets held by it to
the Trustee and account for any assets disbursed and the Trustee may at any time during the
continuance of any payment default with respect to any Series of Securities, upon written request
to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and
to account for any assets distributed. Upon distribution to the Trustee of all assets that shall
have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further
liability for such assets.



     2.6 Securityholder Lists.



     The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of Securityholders of each Series of Securities.
If the Trustee is not the Registrar, the Company shall furnish to the Trustee as of each regular
record date for the payment of interest on the Securities of a Series and before each related
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
Securityholders of each Series of Securities.



     2.7 Transfer and Exchange.



     When Securities of a Series are presented to the Registrar with a request to register the
transfer thereof, the Registrar shall register the transfer as requested, and when such Securities
of a Series are presented to the Registrar with a request to exchange them for an equal principal
amount of other authorized denominations of Securities of the same Series, the Registrar shall



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make the exchange as requested. To permit transfers and exchanges, upon surrender of any
Security for registration of transfer at the office or agency maintained pursuant to Section 2.4
hereof, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s
request.



     Notwithstanding any other provision of this Section 2.7, unless and until it is exchanged in
whole or in part for definitive Securities, a Global Security may not be transferred except as a
whole by the Depositary 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 or a nominee of such successor Depositary.



     If (i) the Depositary is at any time unwilling, unable or ineligible to continue as Depositary
and a successor Depositary is not appointed by the Company within 90 days after the date the
Company is so informed in writing or becomes aware of the same, or (ii) a Default or an Event of
Default has occurred and is continuing, the Company promptly will execute and deliver to the
Trustee definitive Securities, and the Trustee, upon receipt of a Company Request for the
authentication and delivery of such definitive Securities (which the Company will promptly execute
and deliver to the Trustee), will authenticate and deliver definitive Securities, without charge,
in an aggregate principal amount equal to the principal amount of the outstanding Global
Securities, in exchange for and upon surrender of all such Global Securities.



     In any exchange provided for in the preceding paragraph, the Company will execute and the
Trustee will authenticate and deliver definitive Securities in the authorized denominations
provided by Section 2.3.



     Upon the exchange of a Global Security for definitive Securities, such Global Security shall
be canceled by the Trustee. Definitive Securities issued in exchange for Global Securities
pursuant to this Section 2.7 shall be registered in such names and in such authorized denominations
as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee.



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



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



     Any exchange or transfer shall be without charge, except that the Company may require payment
by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed
in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant
to Section 2.11, 3.6 or 8.5 hereof. The Trustee shall not be required to register transfers of
Securities of any Series or to exchange Securities of any Series for a period of 15 days before
selection for redemption of such Securities. The Trustee shall not be required



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to exchange or register transfers of Securities of any Series called or being called for
redemption in whole or in part, except the unredeemed portion of such Security being redeemed in
part.



     2.8 Replacement Securities.



     If a mutilated Security is surrendered to the Trustee or if the Holder of a Security presents
evidence to the satisfaction of the Company and the Trustee that the Security has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a
replacement Security of the same Series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding. An indemnity bond may be required by the Company or the Trustee
that is sufficient in the reasonable judgment of the Company or the Trustee, as the case may be, to
protect the Company, the Trustee or any Agent from any loss which any of them may suffer if a
Security is replaced. The Company may charge such Holder for its reasonable, out-of-pocket
expenses in replacing a Security, including the fees and expenses of counsel. Every replacement
Security shall constitute an additional obligation of the Company, whether or not 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 proportionally with any and all other Securities of that
Series duly issued hereunder.



     2.9 Outstanding Securities.



     Securities outstanding at any time are all Securities authenticated by the Trustee except for
those canceled by it, those delivered to it for cancellation, and those described in this
Section 2.9 as not outstanding.



     If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered
for replacement), it ceases to be outstanding until the Company and the Trustee receive proof
satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A
mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof
pursuant to Section 2.8.



     If a Paying Agent holds on a Redemption Date or Maturity Date of a Series of Securities money
sufficient to pay the principal of, premium, if any, and accrued interest on Securities payable on
that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms
of this Indenture, then on and after that date such Securities cease to be outstanding and interest
on them ceases to accrue.



     Subject to Section 2.10, a Security does not cease to be outstanding solely because the
Company or an Affiliate holds the Security.



     2.10 Treasury Securities.



     In determining whether the Holders of the required principal amount of Securities of a Series
have concurred in any request, demand, authorization, direction, notice, consent or waiver,
Securities of a Series owned by the Company or an Affiliate shall be disregarded, except that for
the purposes of determining whether the Trustee shall be protected in relying on any such



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request, demand, authorization, direction, notice, consent or waiver only Securities of a Series
that the Trustee knows are so owned shall be so disregarded.



     2.11 Temporary Securities.



     Until definitive Securities are ready for delivery, the Company may prepare and the Trustee
shall authenticate temporary Securities. Temporary Securities shall be substantially in the form,
and shall carry all rights, of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate definitive Securities in exchange for temporary
Securities presented to it.



     2.12 Cancellation.



     The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar
and the Paying Agent shall forward to the Trustee any Securities surrendered to them for transfer,
exchange or payment. At the direction of the Trustee, the Registrar or the Paying Agent, and no
one else, shall cancel and at the written request of the Company, shall dispose of all Securities
surrendered for transfer, exchange, payment or cancellation. If the Company shall acquire any of
the Securities, such acquisition shall not operate as a redemption or satisfaction of the
Indebtedness represented by such Securities unless and until the same are surrendered to the
Trustee for cancellation pursuant to this Section 2.12.



     2.13 Payment of Interest; Defaulted Interest; Computation of Interest.



     Except as otherwise provided as contemplated by Section 2.2 with respect to any Series of
Securities, interest on any Security which 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 is registered
at the close of business on the regular record date for such interest, as provided in the Board
Resolution, supplemental indenture hereto or Officers’ Certificate establishing the terms of such
Series.



     With respect to any Holder with an aggregate principal amount of Securities of any Series in
an amount in excess of $2,000,000, upon receipt by the Trustee of a written request from such
Holder, payments of interest with respect to such Securities shall be made to such Holder by wire
transfer of immediately available funds. Each other Holder shall receive payments of interest by
check or by transfer to an account maintained by such Holder in the United States.



     If the Company defaults in a payment of interest on the Securities, it shall pay the defaulted
amounts, plus any interest payable on defaulted amounts pursuant to Section 4.1 hereof, to the
persons who are Securityholders on a subsequent special record date, which date shall be the
fifteenth day next preceding the date fixed by the Company for the payment of defaulted interest or
the next succeeding Business Day if such date is not a Business Day. At least 15 days before the
special record date, the Company shall mail or cause to be mailed to each Securityholder, with a
copy to the Trustee, a notice that states the special record date, the payment date, and the amount
of defaulted interest, and interest payable on such defaulted interest, if any, to be paid.



- 14 -









 





     Except as otherwise specified as contemplated by Section 2.2 for Securities of any Series,
interest on the Securities of each Series shall be computed on the basis of a 360-day year of
twelve 30-day months.



     2.14 CUSIP Number.



     The Company in issuing the Securities may use one or more “CUSIP” numbers, and if so, the
Trustee shall use the CUSIP number(s) in notices of redemption or exchange as a convenience to
Holders, provided that any such notice may state that no representation is made as to the
correctness or accuracy of the CUSIP number(s) printed in the notice or on the Securities, and that
reliance may be placed only on the other identification numbers printed on the Securities.



     2.15 Provisions for Global Securities.



                    (a) A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall
establish whether the Securities of a Series shall be issued in whole or in part in the form of one
or more Global Securities and the Depositary for such Global Securities or Securities.



                    (b) Notwithstanding any provisions to the contrary contained in Section 2.7 of the Indenture
and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of the
Indenture for Securities registered in the names of Holders other than the Depositary for such
Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or
unable to continue as Depositary for such Global Security or if at any time such Depositary ceases
to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails
to appoint a successor Depositary within 90 days after such event, (ii) the Company executes and
delivers to the Trustee an Officers’ Certificate to the effect that such Global Security shall be
so exchangeable or (iii) a Default or an Event of Default with respect to the Securities
represented by such Global Security shall have occurred and be continuing. Any Global Security
that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities
registered in such names as the Depositary shall direct in writing in an aggregate principal amount
equal to the principal amount of the Global Security with like tenor and terms.



          Except as provided in this Section 2.15(b), a Global Security may not be transferred except as
a whole by the Depositary with respect to such Global Security to a nominee of such Depositary, by
a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such a successor
Depositary.



                    (c) Any Global Security issued 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 the Depositary or a nominee of the Depositary. This Security is
exchangeable for Securities registered in the name of a person other



- 15 -









 







than the Depositary or its nominee only in the limited circumstances described in the Indenture,
and may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a
nominee of the Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such a successor
Depositary.”



                    (d) The Depositary, as a Holder, may appoint agents and otherwise authorize participants to
give or take any request, demand, authorization, direction, notice, consent, waiver or other action
which a Holder is entitled to give or take under the Indenture.



                    (e) Notwithstanding the other provisions of this Indenture, unless otherwise specified as
contemplated by Section 2.2, payment of the principal of and interest and premium, if any, on any
Global Security shall be made to the Depositary or its nominee in its capacity as the Holder
thereof.



                    (f) Except as provided in Section 2.15(e), the Company, the Trustee and any Agent shall treat
a person as the Holder of such principal amount of outstanding Securities of any Series represented
by a Global Security as shall be specified in a written statement of the Depositary (which may be
in the form of a participants’ list for such Series) with respect to such Global Security, for
purposes of obtaining any consents, declarations, waivers or directions required to be given by the
Holders pursuant to this Indenture.



     2.16 Persons Deemed Owners.



     Prior to due presentment of a Security for registration of transfer, the Company, the Trustee,
the Registrar and any agent of the Company, the Registrar or the Trustee 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 2.13) any interest on such Security
and for all other purposes whatsoever, and neither the Company, the Trustee, the Registrar nor any
agent of the Company, the Registrar or the Trustee shall be affected by notice to the contrary.



ARTICLE 3

REDEMPTION




     3.1 Notices of Trustee.



     The Company may, with respect to any Series of Securities, reserve the right to redeem and pay
the Series of Securities or may covenant to redeem and pay the Series of Securities or any part
thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such
Securities or the related Board Resolution, supplemental indenture or Officers’ Certificate. If a
Series of Securities is redeemable and the Company elects to redeem such Securities of a Series, it
shall notify the Trustee of the Redemption Date and the principal amount of Securities to be
redeemed at least 35 days (unless a shorter notice shall be satisfactory to the Trustee) but not
more than 60 days before the Redemption Date. Any such notice may be



- 16 -









 







canceled at any time prior to notice of such redemption being mailed to any Holder and shall
thereby be void and of no effect.



     3.2 Selection by Trustee of Securities to Be Redeemed.



     Unless otherwise indicated for a particular Series of Securities by a Board Resolution, a
supplemental indenture or an Officers’ Certificate, if fewer than all of the Securities of a Series
are to be redeemed, the Trustee shall select the Securities of a Series to be redeemed pro rata, by
lot or by any other method that the Trustee considers fair and appropriate and, if such Securities
are listed on any securities exchange, by a method that complies with the requirements of such
exchange.



     The Trustee shall make the selection from Securities of a Series outstanding and not
previously called for redemption and shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Security selected for partial redemption, the
principal amount thereof to be redeemed. Securities of a Series in denominations of $1,000 may be
redeemed only in whole. The Trustee may select for redemption portions of the principal of
Securities of a Series that have denominations larger than $1,000. Securities of a Series and
portions of them it selects shall be in amounts of $1,000 or, with respect to Securities of any
Series issuable in other denominations pursuant to Section 2.2(10), the minimum principal
denomination for each Series and integral multiples thereof. Provisions of this Indenture that
apply to Securities called for redemption also apply to portions of Securities called for
redemption.



     3.3 Notice of Redemption.



     Unless otherwise indicated for a particular Series by Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate, at least 30 days, and no more than 60 days, before a
Redemption Date, the Company shall mail, or cause to be mailed, a notice of redemption by
first-class mail to each Holder of Securities to be redeemed at his or her last address as the same
appears on the registry books maintained by the Registrar.



     The notice shall identify the Securities to be redeemed (including the CUSIP number(s)
thereof, if any) and shall state:



          (1) the Redemption Date;



          (2) the redemption price;



          (3) if any Security of a Series is being redeemed in part, the portion of the principal amount
of such Security of a Series to be redeemed and that, after the Redemption Date and upon surrender
of such Security of a Series, a new Security or Securities in principal amount equal to the
unredeemed portion will be issued;



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



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          (5) that Securities of a Series called for redemption must be surrendered to the Paying Agent
to collect the redemption price, and the place or places where each such Security is to be
surrendered for such payment;



          (6) that, unless the Company defaults in making the redemption payment, interest on the
Securities of a Series called for redemption ceases to accrue on or after the Redemption Date, and
the only remaining right of the Holders of such Securities is to receive payment of the redemption
price upon surrender to the Paying Agent of the Securities redeemed; and



          (7) if fewer than all the Securities of a Series are to be redeemed, the identification of the
particular Securities of a Series (or portion thereof) to be redeemed, as well as the aggregate
principal amount of Securities of a Series to be redeemed and the aggregate principal amount of
Securities of a Series to be outstanding after such partial redemption.



     At the Company’s request, the Trustee shall give the notice of redemption in the Company’s
name and at the Company’s sole expense.



     3.4 Effect of Notice of Redemption.



     Once the notice of redemption described in Section 3.3 is mailed, Securities of a Series
called for redemption become due and payable on the Redemption Date and at the redemption price,
plus interest, if any, accrued to (but not including) the Redemption Date. Upon surrender to the
Trustee or Paying Agent, such Securities of a Series shall be paid at the redemption price, plus
accrued interest, if any, to (but not including) the Redemption Date, provided that if the
Redemption Date is after a regular interest payment record date and on or prior to the next
Interest Payment Date, the accrued interest shall be payable to the Holder of the redeemed
Securities registered on the relevant record date, as specified by the Company in the notice to the
Trustee pursuant to Section 3.1 hereof.



     3.5 Deposit of Redemption Price.



     On or prior to the Redemption Date, the Company shall deposit with the Paying Agent money
sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be
redeemed on that date other than Securities or portions thereof called for redemption on that date
which have been delivered by the Company to the Trustee for cancellation.



     On and after any Redemption Date, if money sufficient to pay the redemption price of and
accrued interest on Securities called for redemption shall have been made available in accordance
with the preceding paragraph and the Company and the Paying Agent are not prohibited from paying
such moneys to Holders, the Securities called for redemption will cease to accrue interest and the
only right of the Holders of such Securities will be to receive payment of the redemption price of
and, subject to the proviso in Section 3.4, accrued and unpaid interest on such Securities to the
Redemption Date. If any Security called for redemption shall not be so paid, interest will be
paid, from the Redemption Date until such redemption payment is made, on the unpaid principal of
the Security and any interest or premium (if any) not paid on such unpaid principal, in each case,
at the rate and in the manner provided in the Securities.



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     3.6 Securities Redeemed in Part.



     Upon surrender of a Security of a Series that is redeemed in part, the Trustee shall
authenticate for a Holder a new Security of the same Series equal in principal amount to the
unredeemed portion of the Security surrendered.



ARTICLE 4

COVENANTS




     4.1 Payment of Securities.



     The Company shall pay the principal of and interest and premium, if any, on each Series of
Securities on the dates and in the manner provided in such Securities and this Indenture.



     An installment of principal or interest shall be considered paid on the date it is due if the
Trustee or Paying Agent holds on that date money designated for and sufficient to pay such
installment and is not prohibited from paying such money to the Holders pursuant to the terms of
this Indenture or otherwise.



     The Company shall pay interest on overdue principal, and overdue interest, to the extent
lawful, at the rate specified in the Series of Securities.



     4.2 SEC Reports.



     The Company will deliver to the Trustee and the Holders of Securities within 15 days after the
filing of the same with the SEC, copies of the quarterly and annual report and of the information
documents and other reports, if any, which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not be subject to
the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with
the SEC, to the extent permitted, and provide the Trustee, Holders of each Series of Securities and
prospective holders of each Series of Securities with such quarterly and annual reports and such
information, documents and other reports specified in Section 13 and 15(d) of the Exchange Act.
The Company will also comply with the other provisions of TIA Section 314(a).



     4.3 Waiver of Stay, Extension or Usury Laws.



     The Company covenants (to the extent that it may lawfully do so) that they will not at any
time insist upon, or plead (as a defense or otherwise) or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension law, usury law or other law which would prohibit
or forgive the Company from paying all or any portion of the principal of, premium, if any, and/or
interest on the Securities as contemplated herein, wherever enacted, now or at any time hereafter
in force, or which may affect the covenants or the performance of this Indenture; and (to the
extent that they may lawfully do so) the Company 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.



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     4.4 Compliance Certificate.



                    (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year
of the Company, an Officers’ Certificate which complies with TIA Section 314(a)(4) stating that a
review of the activities of the Company and its Subsidiaries during such fiscal year has been made
under the supervision of the signing Officers with a view to determining whether each has kept,
observed, performed and fulfilled its obligations under this Indenture, and further stating, as to
each such Officer signing such certificate, that to the best of his or her knowledge each has kept,
observed, performed and fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and conditions hereof (or,
if a Default or Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action each is taking or proposes to take
with respect thereto) and that to the best of his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of or interest or
premium, if any, on the Securities is prohibited or if such event has occurred, a description of
the event and what action each is taking or proposes to take with respect thereto.



                    (b) (i) If any Default or Event of Default has occurred and is continuing or (ii) if any
Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this
Indenture or the Securities, the Company shall deliver to the Trustee an Officers’ Certificate
specifying such event, notice or other action within five Business Days of its becoming aware of
such occurrence and what action the Company is taking or proposes to take with respect thereto.



     4.5 Payment of Taxes and Other Claims.



     The Company shall pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes
and any penalties, interest and additions to taxes) levied or imposed upon it or any of its
Significant Subsidiaries or properties of it or any of its Significant Subsidiaries and (ii) all
lawful claims for labor, materials and supplies that, if unpaid, might by law become a Lien upon
the property of it or any of its Significant Subsidiaries; provided, however, that
neither the Company nor any of its Significant Subsidiaries shall be required to pay or discharge
or cause to be paid or discharged any such tax, assessment, charge or claim if the amount,
applicability or validity thereof is being contested in good faith by appropriate proceedings and
an adequate reserve has been established therefor to the extent required by GAAP.



     4.6 Corporate Existence.



     Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, and the corporate, partnership
or other existence of each Significant Subsidiary, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company and of each Significant
Subsidiary, and the rights (charter and statutory), licenses and franchises of the Company and its
Significant Subsidiaries; provided, however, that the Company shall not be



- 20 -









 







required to preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Significant Subsidiaries, if the Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the business of the Company
and its Significant Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders.



     4.7 Maintenance of Properties.



     The Company will cause all properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair and working order
and supplied with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company
may be necessary so that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this
Section 4.7 shall prevent the Company from discontinuing the operation or maintenance of any of
such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct
of its business or the business of any Subsidiary and not disadvantageous in any material respect
to the Holders.



ARTICLE 5

SUCCESSOR CORPORATION




     5.1 Limitation on Consolidation, Merger and Sale of Assets.



                    (a) The Company will not, in any transaction or series of transactions, merge or consolidate
with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially
all of its properties and assets (as an entirety or substantially as an entirety in one transaction
or a series of related transactions), to any Person or Persons, and the Company will not permit any
of its Significant Subsidiaries to enter into any such transaction or series of transactions if
such transaction or series of transactions, in the aggregate, would result in a sale, assignment,
conveyance, transfer, lease or other disposition of all or substantially all of the properties and
assets of the Company or the Company and its Significant Subsidiaries, taken as a whole, to any
other Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if
the transaction or series of transactions is a merger or consolidation, the Company shall be the
surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or
into which the Company or such Significant Subsidiary is merged or to which the properties and
assets of the Company or such Significant Subsidiary, as the case may be, are transferred (any such
surviving person or transferee Person being the “Surviving Entity”) shall be a corporation
organized and existing under the laws of the United States of America, any state thereof or the
District of Columbia and shall expressly assume by a supplemental indenture executed and delivered
to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company
(including, without limitation, the obligation to pay the principal of, and premium and interest,
if any, on the Securities and the performance of the other covenants) under the Securities of each
Series and this Indenture, and in each case, this Indenture shall remain in full force and effect;
and (ii) immediately before and immediately after giving effect to such transaction or series of
transactions on a pro forma basis



- 21 -









 







(including, without limitation, any Indebtedness incurred or anticipated to be incurred in
connection with or in respect of such transaction or series of transactions), no Default or Event
of Default shall have occurred and be continuing.



                    (b) In connection with any consolidation, merger or transfer of assets contemplated by this
Section 5.1, the Company shall deliver, or cause to be delivered, to the Trustee, in form and
substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or transfer and the supplemental indenture in
respect thereto comply with this Section 5.1 and that all conditions precedent herein provided for
relating to such transaction or transactions have been complied with.



     5.2 Successor Person Substituted.



     Upon any consolidation or merger, or any transfer of all or substantially all of the assets of
the Company or any Significant Subsidiary in accordance with Section 5.1 above, the successor
corporation formed by such consolidation or into which the Company is merged or to which such
transfer 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 corporation had been
named as the Company herein, and thereafter (except with respect to any such transfer which is a
lease) the predecessor corporation shall be relieved of all obligations and covenants under this
Indenture and the Securities.



ARTICLE 6

DEFAULTS AND REMEDIES




     6.1 Events of Default.



     “Events of Default,” wherever used herein with respect to Securities of any Series, means any
one of the following events, unless in the establishing Board Resolution, supplemental indenture or
Officers’ Certificate, it is provided that such Series shall not have the benefit of said Event of
Default:



          (1) there is a default in the payment of any principal of, or premium, if any, on the
Securities when the same becomes due and payable at maturity, upon acceleration, redemption or
otherwise;



          (2) there is a default in the payment of any interest on any Security of a Series when the
same becomes due and payable and the Default continues for a period of 30 days;



          (3) the Company defaults in the observance or performance of any other covenant in the
Securities of a Series or this Indenture for 45 days after written notice from the Trustee or the
Holders of not less than 25% in the aggregate principal amount of the Securities of such Series
then outstanding;



          (4) there is a default or are defaults under one or more agreements, instruments, mortgages,
bonds, debentures or other evidences of Indebtedness under which the



- 22 -









 







Company or any Significant Subsidiary of the Company then has outstanding Indebtedness in
excess of $___ million, individually or in the aggregate, and either (a) such Indebtedness is
already due and payable in full or (b) such default or defaults have resulted in the acceleration
of the maturity of such Indebtedness;



          (5) a court of competent jurisdiction enters a final judgment or judgments which can no longer
be appealed for the payment of money in excess of $ million (not covered by insurance) against
the Company or any Significant Subsidiary and such judgment remains undischarged for a period of 60
consecutive days during which a stay of enforcement of such judgment shall not be in effect;



          (6) the Company or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:



               (A) commences a voluntary case,



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



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



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



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



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



               (A) is for relief against the Company or any Significant Subsidiary in an involuntary case;



               (B) appoints a Custodian of the Company or any Significant Subsidiary or for all or
substantially all of the property of the Company or any Significant Subsidiary; or



               (C) orders the liquidation of the Company or any Significant Subsidiary, and the order or
decree remains unstayed and in effect for 60 days; or



          (8) any other Event of Default provided with respect to Securities of that Series, which is
specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, in
accordance with Section 2.2(18).



     The term “Bankruptcy Law” means Title 11, U.S. Code or any similar Federal or state law for
the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.



- 23 -









 





     The Trustee may withhold notice of any Default (except in payment of principal or premium, if
any, or interest on the Securities) to the Holders of the Securities of any Series in accordance
with Section 7.5.



     6.2 Acceleration.



     If an Event of Default with respect to Securities of any Series at the time outstanding (other
than an Event of Default arising under Section 6.1(6) or (7)) occurs and is continuing, the Trustee
by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount
of the Securities of that Series then outstanding may by written notice to the Company and the
Trustee declare that the entire principal amount of all the Securities of that Series then
outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and
payable, in which case such amounts shall become immediately due and payable; provided,
however, that after such acceleration but before a judgment or decree based on such
acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of
the outstanding Securities of that Series may rescind and annul such acceleration and its
consequences if (i) all existing Events of Default, other than the nonpayment of accelerated
principal, premium, if any, or interest that has become due solely because of the acceleration,
have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on
overdue installments of interest and overdue principal, which has become due otherwise than by such
declaration of acceleration, has been paid and (iii) if the rescission would not conflict with any
judgment or decree. No such rescission shall affect any subsequent Default or impair any right
consequent thereto. In case an Event of Default specified in Section 6.1(6) or (7) with respect to
the Company occurs, such principal, premium, if any, and interest amount with respect to all of the
Securities of that Series shall be due and payable immediately without any declaration or other act
on the part of the Trustee or the Holders of the Securities of that Series.



     6.3 Other Remedies.



     If an Event of Default with respect to Securities of any Series at the time outstanding occurs
and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to
collect the payment of principal of, or premium, if any, and interest on the Securities of that
Series or to enforce the performance of any provision of the Securities of that Series or this
Indenture.



     The Trustee may maintain a proceeding even if it does not possess any of the Securities of
that Series or does not produce any of them in the proceeding. A delay or omission by the Trustee
or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No
remedy is exclusive of any other remedy. All available remedies are cumulative to the extent
permitted by law.



     6.4 Waiver of Past Defaults and Events of Default.



     Subject to Sections 6.2, 6.7 and 8.2 hereof, the Holders of a majority in principal amount of
the Securities of any Series then outstanding have the right to waive any existing Default or Event
of Default with respect to such Series or compliance with any provision of this Indenture



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(with respect to such Series) or the Securities of such Series. Upon any such waiver, such
Default with respect to such Series shall cease to exist, and any Event of Default with respect to
such Series 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 Event of Default
or impair any right consequent thereto.




     6.5 Control by Majority.



     The Holders of a majority in principal amount of the Securities of any Series then outstanding
may direct the time, method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee by this Indenture with respect to
such Series. The Trustee, however, may refuse to follow any direction that conflicts with law or
this Indenture or that the Trustee determines may be unduly prejudicial to the rights of another
Securityholder or that may involve the Trustee in personal liability; provided that the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such
direction.



     6.6 Limitation on Suits.



     Subject to Section 6.7 below, a Securityholder may not institute any proceeding or pursue any
remedy with respect to this Indenture or the Securities of a Series unless:



          (1) the Holder gives to the Trustee written notice of a continuing Event of Default with
respect to the Securities of that Series;



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



          (3) such Holder or Holders offer to the Trustee indemnity reasonably satisfactory to the
Trustee against any loss, liability or expense to be incurred in compliance with such request;



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



          (5) 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 Securities of
such Series then outstanding.



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



     6.7 Rights of Holders To Receive Payment.



     Notwithstanding any other provision of this Indenture, the right of any Holder of a Security
of a Series to receive payment of principal of, or premium, if any, and interest of the Security of
such Series on or after the respective due dates expressed in the Security of such



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Series, or to bring suit for the enforcement of any such payment on or after such respective
dates, is absolute and unconditional and shall not be impaired or affected without the consent of
the Holder.



     6.8 Collection Suit by Trustee.



     If an Event of Default in payment of principal, premium or interest specified in Section
6.1(1) or (2) hereof with respect to Securities of any Series at the time outstanding occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of an express trust
against the Company (or any other obligor on the Securities of that Series) for the whole amount of
unpaid principal and accrued interest remaining unpaid, together with interest on overdue principal
and, to the extent that payment of such interest is lawful, interest on overdue installments of
interest, in each case at the rate then borne by the Securities of that Series, and such further
amounts 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.



     6.9 Trustee May File Proofs of Claim.



     The Trustee may file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the
Securityholders allowed in any judicial proceedings relative to the Company (or any other obligor
upon the Securities), any of their respective creditors or any of their respective property and
shall be entitled and empowered to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same after deduction of its charges and
expenses to the extent that any such charges and expenses are not paid out of the estate in any
such proceedings and any custodian in any such judicial proceeding is hereby authorized by each
Securityholder to make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Securityholders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof.



     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Securityholder any plan or reorganization, arrangement,
adjustment or composition affecting the Securities of a Series or the rights of any Holder thereof,
or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such
proceedings.



     6.10 Priorities.



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



     FIRST: to the Trustee for amounts due under Section 7.7 hereof;



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     SECOND: to Securityholders for amounts then due and unpaid for principal, premium, if any,
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: to the Company.



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



     6.11 Undertaking for Costs.



     In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.7 hereof or a suit by Holders of more than 10% in
principal amount of the Securities of a Series then outstanding.



ARTICLE 7

TRUSTEE




     7.1 Duties of Trustee.



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



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



                         (1) The Trustee need perform only those duties that are specifically set forth in this
Indenture and no covenants or obligations shall be implied in this Indenture against the Trustee.



                         (2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this Indenture but, in the
case of any such certificates or opinions which 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 or not they conform to the requirements of this Indenture.



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



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                         (1) This paragraph does not limit the effect of paragraph (b) of this Section 7.1.



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



                         (3) The Trustee shall not be liable with respect to any action it takes or omits to take in
good faith in accordance with a direction received by it pursuant to Sections 6.2 and 6.5 hereof.



                    (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 rights or powers if it
shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
satisfactory to it against such risk or liability is not reasonably assured to it.



                    (e) Whether or not therein expressly so provided, paragraphs (a), (b), (c) and (d) of this
Section 7.1 shall govern every provision of this Indenture that in any way relates to the Trustee.



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



                    (g) The Paying Agent, the Registrar and any authenticating agent shall be entitled to the
protections, immunities and standard of care set forth in paragraphs (a), (b), (c), and (d) of this
Section 7.1 and in Section 7.2 with respect to the Trustee.



     7.2 Rights of Trustee.



                    (a) Subject to Section 7.1 hereof:



                         (1) The Trustee may rely on and shall be protected in acting or refraining from acting upon
any document reasonably believed by it to be genuine and to have been signed or presented by the
proper person. The Trustee need not investigate any fact or matter stated in the document.



                         (2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5 hereof.
The Trustee shall be protected and shall not be liable for any action it takes or omits to take in
good faith in reliance on such certificate or opinion.



                         (3) The Trustee may act through agents and shall not be responsible for the misconduct or
negligence of any agent appointed by it with due care.



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                         (4) The Trustee shall not be liable for any action it takes or omits to take in good faith
which it reasonably believes to be authorized or within its rights or powers.



                         (5) The Trustee may consult with counsel of its selection, and the advice or opinion of such
counsel as to matters of law shall be full and complete authorization and protection from liability
in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance
with the advice or opinion of such counsel.



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



                         (7) The Trustee shall not be deemed to have knowledge of any fact or matter unless such fact
or matter is known to a Responsible Officer of the Trustee.



     7.3 Individual Rights of Trustee.



     The Trustee in its individual or any other capacity may become the owner or pledgee of
Securities and may make loans to, accept deposits from, perform services for or otherwise deal with
the Company, or any Affiliate thereof, with the same rights it would have if it were not Trustee.
Any Agent may do the same with like rights. The Trustee, however, shall be subject to
Sections 7.10 and 7.11 hereof.



     7.4 Trustee’s Disclaimer.



     The Trustee makes no representation as to the validity or adequacy of this Indenture or the
Securities (except that the Trustee represents that it is duly authorized to execute and deliver
this Indenture and authenticate the Securities and perform its obligations hereunder), it shall not
be accountable for the Company’s use of the proceeds from the sale of Securities or any money paid
to the Company pursuant to the terms of this Indenture and it shall not be responsible for any
statement in the Securities other than its certificates of authentication.



     7.5 Notice of Default.



     If a Default or an Event of Default occurs and is continuing with respect to the Securities of
any Series and if it is known to the Trustee, the Trustee shall mail to each Securityholder of the
Securities of that Series notice of the Default or the Event of Default, as the case may be, within
30 days after it occurs. Except in the case of a Default or an Event of Default in payment of the
principal of, or premium, if any, or interest on any Security of any Series, the Trustee may
withhold the notice if and so long as the Board of Directors of the Trustee, the executive
committee or any trust committee of such board and/or its Responsible Officers in good faith
determine(s) that withholding the notice is in the interests of the Securityholders of that Series.



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     7.6 Reports by Trustee to Holders.



     If and to the extent required by the TIA, within 60 days after May 15 of each year, commencing
the May 15 following the date of this Indenture, the Trustee shall mail to each Securityholder a
brief report dated as of such May 15 that complies with TIA Section 313(a). The Trustee also shall
comply with TIA Sections 313(b) and 313(c).



     A copy of each report at the time of its mailing to Securityholders shall be filed with the
SEC and any stock exchange on which the Securities of that Series are listed. The Company shall
promptly notify the Trustee when the Securities of any Series are listed on any stock exchange, and
the Trustee shall comply with TIA Section 313(d).



     7.7 Compensation and Indemnity.



     The Company shall pay to the Trustee from time to time reasonable compensation for its
services. The Trustee’s compensation shall not be limited by any provision of law on compensation
of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all
reasonable disbursements, expenses and advances incurred or made by it in connection with its
duties under this Indenture, including the reasonable compensation, disbursements and expenses of
the Trustee’s agents and counsel.



     The Company shall indemnify the Trustee for, and hold it harmless against, any and all loss or
liability incurred by it in connection with the acceptance or performance of its duties under this
Indenture including the reasonable costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or duties hereunder.
The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which
it may seek indemnity. However, the failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations. Notwithstanding the foregoing, the Company need not
reimburse the Trustee for any expense or indemnify it against any loss or liability incurred by the
Trustee through its negligence or bad faith.



     To secure the payment obligations of the Company in this Section 7.7, the Trustee shall have a
Lien prior to the Securities of any Series on all money or property held or collected by the
Trustee, except such money or property held in trust to pay principal of and interest and premium
(if any) on particular Securities of that Series.



     When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.1(6) or (7) hereof occurs, the expenses and the compensation for the services are
intended to constitute expenses of administration under any Bankruptcy Law.



     For purposes of this Section 7.7, the term “Trustee” shall include any trustee appointed
pursuant to Article 9.



     7.8 Replacement of Trustee.



     The Trustee may resign with respect to the Securities of one or more Series by so notifying
the Company in writing at least 90 days in advance of such resignation.



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     The Holders of a majority in principal amount of the outstanding Securities of any Series may
remove the Trustee with respect to that Series by notifying the removed Trustee in writing and may
appoint a successor Trustee with respect to that Series with the written consent of the Company,
which consent shall not be unreasonably withheld. The Company may remove the Trustee with respect
to that Series at its election if:



          (1) the Trustee fails to comply with, or ceases to be eligible under, Section 7.10 hereof;



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



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



          (4) the Trustee otherwise becomes incapable of acting.



     If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee with
respect to any Series of Securities for any reason, the Company shall promptly notify each Holder
of such event and shall promptly appoint a successor Trustee.



     If a successor Trustee with respect to the Securities of one or more Series does not take
office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of at least 10% in principal amount of the outstanding Securities of the
applicable Series may petition any court of competent jurisdiction for the appointment of a
successor Trustee.



     If the Trustee with respect to the Securities of one or more Series fails to comply with
Section 7.10 hereof, any Securityholder of the applicable Series may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.



     A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Immediately following such delivery (i) the retiring Trustee with
respect to one or more Series shall, subject to its rights under Section 7.7 hereof, transfer all
property held by it as Trustee with respect to such Series to the successor Trustee, (ii) the
resignation or removal of the retiring Trustee shall become effective, and (iii) the successor
Trustee with respect to such Series shall have all the rights, powers and duties of the Trustee
under this Indenture. A successor Trustee with respect to the Securities of one or more Series
shall mail notice of its succession to each Securityholder of such Series.



     7.9 Successor Trustee by Consolidation, Merger or Conversion.



     If the Trustee consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust assets to, another corporation, subject to Section 7.10 hereof, the
successor corporation without any further act shall be the successor Trustee.



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     7.10 Eligibility; Disqualification.



     This Indenture shall always have a Trustee who satisfies the requirements of TIA Sections
310(a)(1), (2) and (5) in every respect. The Trustee shall have a combined capital and surplus of
at least $100,000,000 as set forth in its most recent published annual report of condition. The
Trustee shall comply with TIA Section 310(b), including the provision in Section 310(b)(1). If at
any time the Trustee shall cease to be eligible in accordance with the provisions of this
Section 7.10, it shall resign immediately in the manner and with the effect specified in this
Article 7.



     7.11 Preferential Collection of Claims Against Company.



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



     7.12 Paying Agents.



     The Company shall cause each Paying Agent other than the Trustee to execute and deliver to it
and the Trustee an instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section 7.12:



          (1) that it will hold all sums held by it as agent for the payment of principal of, or
premium, if any, or interest on, the Securities (whether such sums have been paid to it by the
Company or by any obligor on the Securities) in trust for the benefit of Holders of the Securities
or the Trustee;



          (2) that it will at any time during the continuance of any Event of Default, upon written
request from the Trustee, deliver to the Trustee all sums so held in trust by it together with a
full accounting thereof; and



          (3) that it will give the Trustee written notice within three (3) Business Days of any failure
of the Company (or by any obligor on the Securities) in the payment of any installment of the
principal of, premium, if any, or interest on, the Securities when the same shall be due and
payable.



ARTICLE 8

AMENDMENTS, SUPPLEMENTS AND WAIVERS




     8.1 Without Consent of Holders.



     The Company, when authorized by a Board Resolution, and the Trustee may amend or supplement
this Indenture or the Securities of one or more Series without notice to or consent of any
Securityholder:



          (1) to comply with Section 5.1 hereof;



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          (2) to provide for uncertificated Securities in addition to certificated Securities;



          (3) to comply with any requirements of the SEC under the TIA;



          (4) to cure any ambiguity, defect or inconsistency, or to make any other change that does not
adversely affect the rights of any Securityholder;



          (5) to provide for the issuance of and establish the form and terms and conditions of
Securities of any Series as permitted by this Indenture; or



          (6) to 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.



          The Trustee is hereby authorized to join with the Company in the execution of any supplemental
indenture authorized or permitted by the terms of this Indenture and to make any further
appropriate agreements and stipulations which may be therein contained, but the Trustee shall not
be obligated to enter into any such supplemental indenture which adversely affects its own rights,
duties or immunities under this Indenture.



     8.2 With Consent of Holders.



                    (a) The Company, when authorized by a Board Resolution, and the Trustee may amend or
supplement this Indenture or the Securities of one or more Series with the written consent of the
Holders of not less than a majority in aggregate principal amount of the outstanding Securities of
such Series affected by such amendment or supplement without notice to any Securityholder. The
Holders of not less than a majority in aggregate principal amount of the outstanding Securities of
each such Series affected by such amendment or supplement may waive compliance in a particular
instance by the Company with any provision of this Indenture or the Securities of such Series
without notice to any Securityholder. Subject to Section 8.4, without the consent of each
Securityholder affected, however, an amendment, supplement or waiver, including a waiver pursuant
to Section 6.4, may not:



                         (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or
waiver to this Indenture or the Securities;



                         (2) reduce the rate of or change the time for payment of interest on any Security;



                         (3) reduce the principal or change the Stated Maturity of any Security or reduce the amount
of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation;



                         (4) make any Security payable in money other than that stated in the Security;



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                         (5) change the amount or time of any payment required by the Securities or reduce the premium
payable upon any redemption of the Securities, or change the time before which no such redemption
may be made;



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



                         (7) waive a redemption payment with respect to any Security or change any of the provisions
with respect to the redemption of any Securities;



                         (8) make any changes in Sections 6.4 or 6.7 hereof or this Section 8.2, except to increase any
percentage of Securities the Holders of which must consent to any matter; or; or



                         (9) take any other action otherwise prohibited by this Indenture to be taken without the
consent of each holder affected thereby.



                    (b) Upon the request of the Company, accompanied by a Board Resolution authorizing the
execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence
reasonably satisfactory to the Trustee of the consent of the Securityholders as aforesaid and upon
receipt by the Trustee of the documents described in Section 8.6 hereof, the Trustee shall join
with the Company in the execution of such supplemental indenture unless such supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such supplemental
indenture.



                    (c) It shall not be necessary for the consent of the Holders under this section to approve the
particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such
consent approves the substance thereof.



     8.3 Compliance with Trust Indenture Act.



     Every amendment to or supplement of this Indenture or the Securities shall comply with the TIA
as then in effect.



     8.4 Revocation and Effect of Consents.



     Until an amendment, supplement, waiver or other action becomes effective, a consent to it by a
Holder of a Security is a continuing consent conclusive and binding upon such Holder and every
subsequent Holder of the same Security or portion thereof, and of any Security issued upon the
transfer thereof or in exchange therefor or in place thereof, even if notation of the consent is
not made on any such Security. Any such Holder or subsequent Holder, however, may revoke the
consent as to his Security or portion of a Security, if the Trustee receives the notice of
revocation before the date the amendment, supplement, waiver or other action becomes effective.



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     The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment, supplement, or waiver which record
date shall be at least 30 days prior to the first solicitation of such consent. If a record date
is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only such Persons, shall be entitled to consent
to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not
such Persons continue to be Holders after such record date. No such consent shall be valid or
effective for more than 90 days after such record date without the applicable amendment, supplement
or waiver becoming effective.



     After an amendment, supplement, waiver or other action becomes effective, it shall bind every
Securityholder, unless it makes a change described in any of clauses (1) through (9) of Section 8.2
hereof. In that case the amendment, supplement, waiver or other action shall bind each Holder of a
Security who has consented to it and every subsequent Holder of a Security or portion of a Security
that evidences the same debt as the consenting Holder’s Security; provided that any such
waiver shall not impair or affect the right of any Holder to receive payment of principal of and
interest and premium (if any) on a Security, on or after the respective due dates expressed in such
Security, or to bring suit for the enforcement of any such payment on or after such respective
dates without the consent of such Holder.



     8.5 Notation on or Exchange of Securities.



     If an amendment, supplement, or waiver changes the terms of a Security of any Series, the
Trustee may request the Holder of such Security to deliver it to the Trustee. In such case, the
Trustee shall place an appropriate notation on such Security about the changed terms and return it
to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange
for such Security shall issue and the Trustee shall authenticate a new security that reflects the
changed terms. Failure to make the appropriate notation or issue a new Security shall not affect
the validity and effect of such amendment, supplement or waiver.



     8.6 Trustee to Sign Amendments, Etc.



     The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article
8 if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or
refusing to sign such amendment, supplement or waiver the Trustee shall be entitled to receive and,
subject to Section 7.1 hereof, shall be fully protected in relying upon an Officers’ Certificate
and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or
permitted by this Indenture. The Company may not sign an amendment or supplement until the Board
of Directors of the Company approves it.



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ARTICLE 9

DISCHARGE OF INDENTURE; DEFEASANCE




     9.1 Discharge of Indenture.



     The Company may terminate its obligations under the Securities of any Series and this
Indenture with respect to such Series, except the obligations referred to in the last paragraph of
this Section 9.1, if there shall have been canceled by the Trustee or delivered to the Trustee for
cancellation all Securities of such Series theretofore authenticated and delivered (other than any
Securities of such Series that are asserted to have been destroyed, lost or stolen and that shall
have been replaced as provided in Section 2.8 hereof) and the Company has paid all sums payable by
it hereunder or deposited all required sums with the Trustee.



     After such delivery the Trustee upon request shall acknowledge in writing the discharge of the
Company’s obligations under the Securities of such Series and this Indenture except for those
surviving obligations specified below.



     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company in Sections 7.7, 9.5 and 9.6 hereof shall survive.



     9.2 Legal Defeasance.



     The Company may at its option, by Board Resolution, be discharged from its obligations with
respect to the Securities of any Series on the date the conditions set forth in Section 9.4 below
are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means
that the Company shall be deemed to have paid and discharged the entire indebtedness represented by
the Securities of such Series and to have satisfied all its other obligations under such Securities
and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the
Company, shall, subject to Section 9.6 hereof, execute proper instruments acknowledging the same),
except for the following which shall survive until otherwise terminated or discharged hereunder:
(A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust
funds described in Section 9.4 hereof and as more fully set forth in such section, payments in
respect of the principal of, premium, if any, and interest on the Securities of such Series when
such payments are due, (B) the Company’s obligations with respect to the Securities of such Series
under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9 hereof, (C) the rights, powers, trusts, duties, and
immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or
pursuant to Section 7.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9,
the Company may exercise its option under this Section 9.2 with respect to the Securities of any
Series notwithstanding the prior exercise of its option under Section 9.3 below with respect to the
Securities of such Series.



     9.3 Covenant Defeasance.



     At the option of the Company, pursuant to a Board Resolution, the Company shall be released
from its obligations under Sections 4.2 through 4.7 hereof, inclusive, and Section 5.1 hereof, with
respect to the outstanding Securities of any Series, on and after the date the conditions set forth
in Section 9.4 hereof are satisfied (hereinafter, “Covenant Defeasance”). For



- 36 -









 







this purpose, such Covenant Defeasance means that the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set forth in any such
specified section or portion thereof, whether directly or indirectly by reason of any reference
elsewhere herein to any such specified Section or portion thereof or by reason of any reference in
any such specified section or portion thereof to any other provision herein or in any other
document, but the remainder of this Indenture and the Securities of any Series shall be unaffected
thereby.



     9.4 Conditions to Legal Defeasance or Covenant Defeasance.



     The following shall be the conditions to application of Section 9.2 or Section 9.3 hereof to
the outstanding Securities of a Series:



          (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee
(or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply
with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making
the following payments, specifically pledged as security for, and dedicated solely to, the benefit
of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or
Foreign Government Obligations which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than the due date of any
payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee
(or other qualifying trustee) to pay and discharge, the principal of, premium, if any, and accrued
interest on the outstanding Securities of such Series at the Stated Maturity of such principal,
premium, if any, or interest, or on dates for payment and redemption of such principal, premium, if
any, and interest selected in accordance with the terms of this Indenture and of the Securities of
such Series;



          (2) no Event of Default or Default with respect to the Securities of such Series shall have
occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at
any time during the period ending on the 91st day after the date of such deposit or, if longer,
ending on the day following the expiration of the longest preference period under any Bankruptcy
Law applicable to the Company in respect of such deposit (it being understood that this condition
shall not be deemed satisfied until the expiration of such period);



          (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a
conflicting interest for purposes of the TIA with respect to any securities of the Company;



          (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of,
or constitute default under any other agreement or instrument to which the Company is a party or by
which it is bound;



          (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a
result of such Legal Defeasance or Covenant Defeasance, neither the trust nor



- 37 -









 







the Trustee will be required to register as an investment company under the Investment Company
Act of 1940, as amended;



          (6) in the case of an election under Section 9.2 above, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling to the effect that or (ii) there has been a
change in any applicable Federal income tax law with the effect that, and such opinion shall
confirm that, the Holders of the outstanding Securities of such Series or persons in their
positions will not recognize income, gain or loss for Federal income tax purposes solely as a
result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in
the same manner, including as a result of prepayment, and at the same times as would have been the
case if such Legal Defeasance had not occurred;



          (7) in the case of an election under Section 9.3 hereof, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of
such Series will not recognize income, gain or loss for Federal income tax purposes as a result of
such Covenant Defeasance and will be subject to Federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant Defeasance had not
occurred;



          (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for in this Article 9 relating to
either the Legal Defeasance under Section 9.2 above or the Covenant Defeasance under Section 9.3
hereof (as the case may be) have been complied with;



          (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the
deposit under clause (1) was not made by the Company with the intent of defeating, hindering,
delaying or defrauding any creditors of the Company or others; and



          (10) the Company shall have paid or duly provided for payment under terms mutually
satisfactory to the Company and the Trustee all amounts then due to the Trustee pursuant to Section
7.7 hereof.



     9.5 Deposited Money and U.S. and Foreign Government Obligations to be Held in Trust; Other
Miscellaneous Provisions.



     All money, U.S. Government Obligations and Foreign Government Obligations (including the
proceeds thereof) deposited with the Trustee pursuant to Section 9.4 hereof in respect of the
outstanding Securities shall 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 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 accrued interest, but such
money need not be segregated from other funds except to the extent required by law.



     The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the U.S. Government Obligations and Foreign Government



- 38 -









 







Obligations deposited pursuant to Section 9.4 hereof or the principal, premium, if any, and
interest received in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the outstanding Securities.



     Anything in this Article 9 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon Company Request any money, U.S. Government Obligations or
Foreign Government Obligations held by it as provided in Section 9.4 hereof which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount thereof which would
then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.



     9.6 Reinstatement.



     If the Trustee or Paying Agent is unable to apply any money, U.S. Government Obligations or
Foreign Government Obligations in accordance with Section 9.1, 9.2, 9.3 or 9.4 hereof by reason of
any legal proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under
this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article 9 until such time as the Trustee or Paying Agent is permitted to apply all
such money, U.S. Government Obligations or Foreign Government Obligations, as the case may be, in
accordance with Section 9.1, 9.2, 9.3 or 9.4 hereof; provided, however, that if the
Company has made any payment of principal of, premium, if any, or accrued interest on any
Securities because of the reinstatement of their obligations, the Company shall be subrogated to
the rights of the Holders of such Securities to receive such payment from the money, U.S.
Government Obligations or Foreign Government Obligations held by the Trustee or Paying Agent.



     9.7 Moneys Held by Paying Agent.



     In connection with the satisfaction and discharge of this Indenture, all moneys then held by
any Paying Agent under the provisions of this Indenture shall, upon demand of the Company, be paid
to the Trustee, or if sufficient moneys have been deposited pursuant to Section 9.1 hereof, to the
Company, and thereupon such Paying Agent shall be released from all further liability with respect
to such moneys.



     9.8 Moneys Held by Trustee.



     Any moneys deposited with the Trustee or any Paying Agent or then held by the Company in trust
for the payment of the principal of, or premium, if any, or interest on any Security that are not
applied but remain unclaimed by the Holder of such Security for two years after the date upon which
the principal of, or premium, if any, or interest on such Security shall have respectively become
due and payable shall be repaid to the Company upon Company Request, or if such moneys are then
held by the Company in trust, such moneys shall be released from such trust; and the Holder of such
Security entitled to receive such payment shall thereafter, as an unsecured general creditor, look
only to the Company for the payment thereof, and all liability of the Trustee or such Paying Agent
with respect to such trust money shall thereupon



- 39 -









 







cease; provided, however, that the Trustee or any such Paying Agent, before
being required to make any such repayment, may, at the expense of the Company, either mail to each
Securityholder affected, at the address shown in the register of the Securities maintained by the
Registrar or cause to be published once a week for two successive weeks, in a newspaper published
in the English language, customarily published each Business Day and of general circulation in the
City of New York, New York, a 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 mailing or
publication, any unclaimed balance of such moneys then remaining will be repaid to the Company.
After payment to the Company or the release of any money held in trust by the Company,
Securityholders entitled to the money must look only to the Company for payment as general
creditors unless applicable abandoned property law designates another person.



ARTICLE 10

MISCELLANEOUS




     10.1 Trust Indenture Act Controls.



     If any provision of this Indenture limits, qualifies or conflicts with another provision which
is required to be included in this Indenture by the TIA, the required provision shall control. If
any provision of this Indenture modifies or excludes any provision of the TIA which may be so
modified or excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.



     10.2 Notices.



     Any notice or communication shall be given in writing and delivered in person, sent by
facsimile, delivered by commercial courier service or mailed by first-class mail, postage prepaid,
addressed as follows:



     If to the Company:



     Lamar Advertising Company

     5551 Corporate Boulevard

     Baton Rouge, Louisiana 70808

     Attention: Chief Financial Officer



     Copy to:



     Edwards Angell Palmer & Dodge LLP

     111 Huntington Avenue

     Boston, Massachusetts 02199

     Attention: George Ticknor, Esq.



     If to the Trustee:


       


  





- 40 -









 





       


  


  





     The Company or the Trustee by written notice to the other may designate additional or
different addresses for subsequent notices or communications. Any notice or communication to the
Company or the Trustee shall be deemed to have been given or made as of the date so delivered if
personally delivered; when answered back, if telexed; when receipt is acknowledged, if telecopied;
and five (5) calendar days after mailing if sent by registered or certified mail, postage prepaid
(except that a notice of change of address shall not be deemed to have been given until actually
received by the addressee).



     Any notice or communication mailed to a Securityholder shall be mailed to him by first-class
mail, postage prepaid, at his address shown on the register kept by the Registrar. In addition,
notices or communications to Securityholders shall be given by release made to Reuters Economic
Services and Bloomberg Business News.



     Failure to mail a notice or communication to a Securityholder or any defect in it shall not
affect its sufficiency with respect to other Securityholders. If a notice or communication to a
Securityholder is mailed in the manner provided above, it shall be deemed duly given five (5)
calendar days after mailing, whether or not the addressee receives it.



     In case by reason of the suspension of regular mail service, or by reason of any other cause,
it shall be impossible to mail any notice as required by this Indenture, then such method of
notification as shall be made with the approval of the Trustee shall constitute a sufficient
mailing of such notice.



     In the case of Global Securities, notices or communications to be given to Securityholders
shall be given to the Depositary, in accordance with its applicable policies as in effect from time
to time.



     10.3 Communications by Holders with Other Holders.



     Securityholders of any Series may communicate pursuant to TIA Section 312(b) with other
Securityholders of that Series or any other Series with respect to their rights under this
Indenture or the Securities of that Series or any other Series. The Company, the Trustee, the
Registrar and anyone else shall have the protection of TIA Section 312(c).



     10.4 Certificate and Opinion as to Conditions Precedent.



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



          (1) an Officers’ Certificate (which shall include the statements set forth in Section 10.5
below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for
in this Indenture relating to the proposed action have been complied with; and



- 41 -









 





          (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below)
stating that, in the opinion of such counsel, all such conditions precedent have been complied
with.



     10.5 Statement Required in Certificate and Opinion.



     Each certificate and opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include:



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



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



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



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



     10.6 Rules by Trustee and Agents.



     The Trustee may make reasonable rules for action by or at meetings of Securityholders. The
Registrar and Paying Agent may make reasonable rules for their functions.



     10.7 Business Days; Legal Holidays.



     A “Business Day” is a day that is not a Legal Holiday. A “Legal Holiday” is a Saturday, a
Sunday, a federally recognized holiday or a day on which banking institutions are not required to
be open in the State of New York.



     If a payment date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.



     10.8 Governing Law.



     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW
YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT
TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS INDENTURE OR THE SECURITIES.



- 42 -









 





     10.9 No Adverse Interpretation of Other Agreements.



     This Indenture may not be used to interpret another indenture, loan, security or debt
agreement of the Company or any Subsidiary thereof. No such indenture, loan, security or debt
agreement may be used to interpret this Indenture.



     10.10 No Recourse Against Others.



     A director, officer, employee, stockholder or incorporator, as such, of the Company shall not
have any liability for any obligations of the Company under the Securities or the Indenture or for
any claim based on, in respect of or by reason of such obligations or their creations. Each
Securityholder by accepting a Security waives and releases all such liability. Such waiver and
release are part of the consideration for the issuance of the Securities.



     10.11 Successors and Assigns.



     All agreements of the Company in this Indenture and the Securities shall bind its successors
and assigns, whether so expressed or not. All agreements of the Trustee, any additional trustee
and any Paying Agents in this Indenture shall bind their respective successors and assigns.



     10.12 Multiple Counterparts.



     The parties may sign multiple counterparts of this Indenture. Each signed counterpart shall
be deemed an original, but all of them together represent one and the same agreement.



     10.13 Table of Contents, Headings, Etc.



     The table of contents, cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions hereof.



     10.14 Separabilty.



     Each provision of this Indenture shall be considered separable and if for any reason any
provision which is not essential to the effectuation of the basic purpose of this Indenture or the
Securities 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.



     10.15 Securities in a Foreign Currency or in ECU.



     Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate delivered pursuant to Section 2.2 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 or currency other than



- 43 -









 







Dollars (including ECU), then the principal amount of Securities of such Series which 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 at such time. For purposes of this
Section 10.16, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for
cable transfers of that currency as published by the Federal Reserve Bank of New York;
provided, however, in the case of ECUs, Market Exchange Rate shall mean the rate of
exchange determined by the Commission of the European Union (or any successor thereto) as published
in the Official Journal of the European Union (such publication or any successor publication, the
“Journal”). If such Market Exchange Rate is not 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 or, in the case of ECUs, the rate of exchange as
published in the Journal, as of the most recent available date, or quotations or, in the case of
ECUs, 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 or, in the case of ECUs, in Luxembourg or such other quotations
or, in the case of ECUs, rates of exchange as the Trustee, upon consultation with the Company,
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 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 shall, in the absence of manifest error, be conclusive to the extent permitted by law for all
purposes and irrevocably binding upon the Company and all Holders.



     10.16 Judgment Currency.



     The Company 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 or premium (if any) or other amount 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 New York Banking Day, then, 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 New York Banking Day
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, any recovery pursuant to any judgment (whether or not entered in accordance with
subsection (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



- 44 -









 







be affected by judgment being obtained for any other sum due under this Indenture. For
purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a
legal holiday in The City of New York on which banking institutions are authorized or required by
law, regulation or executive order to close.



     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.



	 	 	 	 	 
	 	LAMAR ADVERTISING COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	[NAME OF TRUSTEE]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




- 45 -









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	1	 
	1.1 Definitions
	 	 	1	 
	1.2 Other Definitions
	 	 	5	 
	1.3 Incorporation by Reference of Trust Indenture Act
	 	 	5	 
	1.4 Rules of Construction
	 	 	6	 
	ARTICLE 2 THE SECURITIES
	 	 	6	 
	2.1 Issuable in Series
	 	 	6	 
	2.2 Establishment of Terms of Series of Securities
	 	 	7	 
	2.3 Execution and Authentication
	 	 	9	 
	2.4 Registrar and Paying Agent
	 	 	10	 
	2.5 Paying Agent To Hold Assets in Trust
	 	 	11	 
	2.6 Securityholder Lists
	 	 	11	 
	2.7 Transfer and Exchange
	 	 	11	 
	2.8 Replacement Securities
	 	 	13	 
	2.9 Outstanding Securities
	 	 	13	 
	2.10 Treasury Securities
	 	 	13	 
	2.11 Temporary Securities
	 	 	14	 
	2.12 Cancellation
	 	 	14	 
	2.13 Payment of Interest; Defaulted Interest; Computation of Interest
	 	 	14	 
	2.14 CUSIP Number
	 	 	15	 
	2.15 Provisions for Global Securities
	 	 	15	 
	2.16 Persons Deemed Owners
	 	 	16	 
	ARTICLE 3 REDEMPTION
	 	 	16	 
	3.1 Notices of Trustee
	 	 	16	 
	3.2 Selection by Trustee of Securities to Be Redeemed
	 	 	17	 
	3.3 Notice of Redemption
	 	 	17	 
	3.4 Effect of Notice of Redemption
	 	 	18	 
	3.5 Deposit of Redemption Price
	 	 	18	 
	3.6 Securities Redeemed in Part
	 	 	19	 






-i- 









 




TABLE OF CONTENTS

(continued)





	 	 	 	 	 
	 	 	Page
	ARTICLE 4 COVENANTS
	 	 	19	 
	4.1 Payment of Securities
	 	 	19	 
	4.2 SEC Reports
	 	 	19	 
	4.3 Waiver of Stay, Extension or Usury Laws
	 	 	19	 
	4.4 Compliance Certificate
	 	 	20	 
	4.5 Payment of Taxes and Other Claims
	 	 	20	 
	4.6 Corporate Existence
	 	 	20	 
	4.7 Maintenance of Properties
	 	 	21	 
	ARTICLE 5 SUCCESSOR CORPORATION
	 	 	21	 
	5.1 Limitation on Consolidation, Merger and Sale of Assets
	 	 	21	 
	5.2 Successor Person Substituted
	 	 	22	 
	ARTICLE 6 DEFAULTS AND REMEDIES
	 	 	22	 
	6.1 Events of Default
	 	 	22	 
	6.2 Acceleration
	 	 	24	 
	6.3 Other Remedies
	 	 	24	 
	6.4 Waiver of Past Defaults and Events of Default
	 	 	24	 
	6.5 Control by Majority
	 	 	25	 
	6.6 Limitation on Suits
	 	 	25	 
	6.7 Rights of Holders To Receive Payment
	 	 	25	 
	6.8 Collection Suit by Trustee
	 	 	26	 
	6.9 Trustee May File Proofs of Claim
	 	 	26	 
	6.10 Priorities
	 	 	26	 
	6.11 Undertaking for Costs
	 	 	27	 
	ARTICLE 7 TRUSTEE
	 	 	27	 
	7.1 Duties of Trustee
	 	 	27	 
	7.2 Rights of Trustee
	 	 	28	 
	7.3 Individual Rights of Trustee
	 	 	29	 
	7.4 Trustee’s Disclaimer
	 	 	29	 
	7.5 Notice of Default
	 	 	29	 






-ii- 









 




TABLE OF CONTENTS

(continued)





	 	 	 	 	 
	 	 	Page
	7.6 Reports by Trustee to Holders
	 	 	30	 
	7.7 Compensation and Indemnity
	 	 	30	 
	7.8 Replacement of Trustee
	 	 	30	 
	7.9 Successor Trustee by Consolidation, Merger or Conversion
	 	 	31	 
	7.10 Eligibility; Disqualification
	 	 	32	 
	7.11 Preferential Collection of Claims Against Company
	 	 	32	 
	7.12 Paying Agents
	 	 	32	 
	ARTICLE 8 AMENDMENTS, SUPPLEMENTS AND WAIVERS
	 	 	32	 
	8.1 Without Consent of Holders
	 	 	32	 
	8.2 With Consent of Holders
	 	 	33	 
	8.3 Compliance with Trust Indenture Act
	 	 	34	 
	8.4 Revocation and Effect of Consents
	 	 	34	 
	8.5 Notation on or Exchange of Securities
	 	 	35	 
	8.6 Trustee to Sign Amendments, Etc.
	 	 	35	 
	ARTICLE 9 DISCHARGE OF INDENTURE; DEFEASANCE
	 	 	36	 
	9.1 Discharge of Indenture
	 	 	36	 
	9.2 Legal Defeasance
	 	 	36	 
	9.3 Covenant Defeasance
	 	 	36	 
	9.4 Conditions to Legal Defeasance or Covenant Defeasance
	 	 	37	 
	9.5 Deposited Money and U.S. and Foreign Government Obligations to be Held
in Trust; Other Miscellaneous Provisions
	 	 	38	 
	9.6 Reinstatement
	 	 	39	 
	9.7 Moneys Held by Paying Agent
	 	 	39	 
	9.8 Moneys Held by Trustee
	 	 	39	 
	ARTICLE 10 MISCELLANEOUS
	 	 	40	 
	10.1 Trust Indenture Act Controls
	 	 	40	 
	10.2 Notices
	 	 	40	 
	10.3 Communications by Holders with Other Holders
	 	 	41	 
	10.4 Certificate and Opinion as to Conditions Precedent
	 	 	41	 






-iii- 









 




TABLE OF CONTENTS

(continued)





	 	 	 	 	 
	 	 	Page
	10.5 Statement Required in Certificate and Opinion
	 	 	42	 
	10.6 Rules by Trustee and Agents
	 	 	42	 
	10.7 Business Days; Legal Holidays
	 	 	42	 
	10.8 Governing Law
	 	 	42	 
	10.9 No Adverse Interpretation of Other Agreements
	 	 	43	 
	10.10 No Recourse Against Others
	 	 	43	 
	10.11 Successors and Assigns
	 	 	43	 
	10.12 Multiple Counterparts
	 	 	43	 
	10.13 Table
of Contents, Headings, Etc.
	 	 	43	 
	10.14 Separabilty
	 	 	43	 
	10.15 Securities in a Foreign Currency or in ECU
	 	 	43	 
	10.16 Judgment Currency
	 	 	44	 






-iv- 









 







CROSS-REFERENCE TABLE




	 	 	 	 	 
	TIA SECTION	 	INDENTURE SECTION	 
	310(a)(1)
	 	 	7.10	 
	(a)(2)
	 	 	7.10	 
	(a)(3)
	 	 	N/A	 
	(a)(4)
	 	 	N/A	 
	(a)(5)
	 	 	7.10	 
	(b)
	 	 	7.8; 7.10; 10.2	 
	(b)(1)
	 	 	7.10	 
	(b)(9)
	 	 	7.10	 
	(c)
	 	 	N/A	 
	311(a)
	 	 	7.11	 
	(b)
	 	 	7.11	 
	(c)
	 	 	N/A	 
	312(a)
	 	 	2.6	 
	(b)
	 	 	10.3	 
	(c)
	 	 	10.3	 
	313(a)
	 	 	7.6	 
	(b)(1)
	 	 	7.6	 
	(b)(2)
	 	 	7.6	 
	(c)
	 	 	7.6; 10.2	 
	(d)
	 	 	7.6	 
	314(a)
	 	 	4.2; 4.4; 10.2	 
	(b)
	 	 	N/A	 
	(c)(1)
	 	 	10.4; 10.5	 
	(c)(2)
	 	 	10.4; 10.5	 
	(c)(3)
	 	 	N/A	 
	(d)
	 	 	N/A	 
	(e)
	 	 	10.5	 
	(f)
	 	 	N/A	 
	315(a)
	 	 	7.1, 7.2	 
	(b)
	 	 	7.5; 10.2	 
	(c)
	 	 	7.1	 
	(d)
	 	 	6.5; 7.1; 7.2	 
	(e)
	 	 	6.11	 
	316(a)(last sentence)
	 	 	2.10	 
	(a)(1)(A)
	 	 	6.5	 
	(a)(1)(B)
	 	 	6.4	 
	(a)(2)
	 	 	8.2	 






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	TIA SECTION	 	INDENTURE SECTION	 
	(b)
	 	 	6.7	 
	(c)
	 	 	8.4	 
	317(a)(1)
	 	 	6.8	 
	(a)(2)
	 	 	6.9	 
	(b)
	 	 	2.5; 7.12	 
	318(a)
	 	 	10.1	 








 




	
	N/A means not applicable






			
	Note:	 	This Cross-Reference Table shall not, for any purpose, be deemed to be a part of the
Indenture.






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