exv4w2






Exhibit 4.2




 





HCA INC.,




THE GUARANTORS NAMED ON SCHEDULE I HERETO,




and




•,

as Trustee




 






INDENTURE




 






Dated as of •




Debt Securities




 










 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	Section 101 Definitions
	 	 	1	 
	Section 102 Compliance Certificates and Opinions
	 	 	10	 
	Section 103 Form of Documents Delivered to Trustee
	 	 	11	 
	Section 104 Acts of Holders
	 	 	11	 
	Section 105 Notices, etc., to Trustee, Issuer and Guarantors
	 	 	12	 
	Section 106 Notice to Holders of Securities; Waiver
	 	 	13	 
	Section 107 Conflict with Trust Indenture Act
	 	 	13	 
	Section 108 Effect of Headings and Table of Contents
	 	 	14	 
	Section 109 Successors and Assigns
	 	 	14	 
	Section 110 Separability Clause
	 	 	14	 
	Section 111 Benefits of Indenture
	 	 	14	 
	Section 112 Governing Law
	 	 	14	 
	Section 113 Legal Holidays
	 	 	14	 
	Section 114 Waiver of Jury Trial
	 	 	14	 
	Section 115 Force Majeure
	 	 	15	 
	Section 116
Counterparts
	 	 	15	 
	Section 117 Extension of Payment Dates
	 	 	15	 
	Section 118 Immunity of Shareholders, Directors, Officers and Agents of the Issuer
and Any Guarantor
	 	 	15	 
	ARTICLE TWO SECURITIES FORMS
	 	 	16	 
	Section 201 Forms Generally
	 	 	16	 
	Section 202 Form of Trustee’s Certificate of Authentication
	 	 	16	 
	Section 203 Form of Legend for Global Notes
	 	 	17	 
	ARTICLE THREE THE SECURITIES
	 	 	18	 
	Section 301 Amount Unlimited; Issuable in Series
	 	 	18	 
	Section 302 Currency; Denominations
	 	 	21	 
	Section 303 Execution, Authentication, Delivery and Dating
	 	 	22	 
	Section 304 Temporary Securities
	 	 	23	 
	Section 305 Registration, Transfer and Exchange
	 	 	24	 
	Section 306 Mutilated, Destroyed, Lost and Stolen Securities
	 	 	25	 






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	 	 	Page
	Section 307 Payment of Interest and Certain Additional Amounts; Rights to Interest
and Certain Additional Amounts Preserved
	 	 	26	 
	Section 308 Persons Deemed Owners
	 	 	27	 
	Section 309 Cancellation
	 	 	27	 
	Section 310 Computation of Interest
	 	 	28	 
	Section 311 Original Issue Discount
	 	 	28	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE OF INDENTURE
	 	 	28	 
	Section 401 Satisfaction and Discharge
	 	 	28	 
	Section 402 Defeasance and Covenant Defeasance
	 	 	30	 
	Section 403 Application of Trust Money
	 	 	34	 
	Section 404 Reinstatement
	 	 	34	 
	ARTICLE FIVE REMEDIES
	 	 	34	 
	Section 501 Events of Default
	 	 	34	 
	Section 502 Acceleration of Maturity; Rescission and Annulment
	 	 	36	 
	Section 503 Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	37	 
	Section 504 Trustee May File Proofs of Claim
	 	 	37	 
	Section 505 Trustee May Enforce Claims without Possession of Securities
	 	 	38	 
	Section 506 Application of Money Collected.
	 	 	38	 
	Section 507 Limitations on Suits
	 	 	38	 
	Section 508 Unconditional Right of Holders to Receive Principal and any Premium,
Interest and Additional Amounts
	 	 	39	 
	Section 509 Restoration of Rights and Remedies
	 	 	39	 
	Section 510 Rights and Remedies Cumulative
	 	 	39	 
	Section 511 Delay or Omission Not Waiver
	 	 	40	 
	Section 512 Control by Holders of Securities
	 	 	40	 
	Section 513 Waiver of Past Defaults
	 	 	40	 
	Section 514 Waiver of Usury, Stay or Extension Laws
	 	 	41	 
	Section 515 Undertaking for Costs
	 	 	41	 
	ARTICLE SIX THE TRUSTEE
	 	 	41	 
	Section 601 Certain Rights of Trustee
	 	 	41	 
	Section 602 Notice of Defaults
	 	 	42	 
	Section 603 Not Responsible for Recitals or Issuance of Securities
	 	 	43	 
	Section 604 May Hold Securities
	 	 	43	 






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	 	 	Page
	Section 605 Money Held in Trust
	 	 	43	 
	Section 606 Compensation and Reimbursement
	 	 	43	 
	Section 607 Conflicting Interests
	 	 	44	 
	Section 608 Corporate Trustee Required; Eligibility
	 	 	44	 
	Section 609 Resignation and Removal; Appointment of Successor
	 	 	45	 
	Section 610 Acceptance of Appointment by Successor
	 	 	46	 
	Section 611 Merger, Conversion, Consolidation or Succession to Business
	 	 	47	 
	Section 612 Appointment of Authenticating Agent
	 	 	48	 
	ARTICLE SEVEN HOLDERS LISTS AND REPORTS BY TRUSTEE, ISSUER AND GUARNATORS
	 	 	48	 
	Section 701 Issuer to Furnish Trustee Names and Addresses of Holders
	 	 	48	 
	Section 702 Preservation of Information; Communications to Holders
	 	 	48	 
	Section 703 Reports by Trustee
	 	 	48	 
	Section 704 Reports by Issuer and Guarantors
	 	 	49	 
	ARTICLE EIGHT CONSOLIDATION, MERGER AND SALES
	 	 	49	 
	Section 801 Issuer May Consolidate, Etc., Only on Certain Terms
	 	 	49	 
	Section 802 Successor Person Substituted for Issuer
	 	 	50	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES
	 	 	50	 
	Section 901 Supplemental Indentures without Consent of Holders
	 	 	50	 
	Section 902 Supplemental Indentures with Consent of Holders
	 	 	52	 
	Section 903 Execution of Supplemental Indentures
	 	 	53	 
	Section 904 Effect of Supplemental Indentures
	 	 	54	 
	Section 905 Reference in Securities to Supplemental Indentures
	 	 	54	 
	Section 906 Conformity with Trust Indenture Act
	 	 	54	 
	ARTICLE TEN COVENANTS
	 	 	54	 
	Section 1001 Payment of Principal, Premium, Interest and Additional Amounts
	 	 	54	 
	Section 1002 Maintenance of Office or Agency
	 	 	55	 
	Section 1003 Money for Securities Payments to Be Held in Trust
	 	 	55	 
	Section 1004 Additional Amounts
	 	 	56	 
	Section 1005 Legal Existence
	 	 	57	 
	Section 1006 Waiver of Certain Covenants.
	 	 	57	 
	Section 1007 Issuer Statement as to Compliance
	 	 	57	 
	Section 1008
Guarantor Statement as to Compliance
	 	 	57	 






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	 	 	Page
	ARTICLE ELEVEN REDEMPTION OF SECURITIES
	 	 	58	 
	Section 1101 Applicability of Article
	 	 	58	 
	Section 1102 Election to Redeem; Notice to Trustee
	 	 	58	 
	Section 1103 Selection by Trustee of Securities to be Redeemed
	 	 	58	 
	Section 1104 Notice of Redemption
	 	 	59	 
	Section 1105 Deposit of Redemption Price
	 	 	60	 
	Section 1106 Securities Payable on Redemption Date
	 	 	60	 
	Section 1107 Securities Redeemed in Part
	 	 	60	 
	ARTICLE TWELVE SINKING FUNDS
	 	 	61	 
	Section 1201 Applicability of Article
	 	 	61	 
	Section 1202 Satisfaction of Sinking Fund Payments with Securities
	 	 	61	 
	ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS
	 	 	61	 
	Section 1301 Applicability of Article
	 	 	61	 
	ARTICLE FOURTEEN SECURITIES IN FOREIGN CURRENCIES
	 	 	62	 
	Section 1401 Applicability of Article
	 	 	62	 
	ARTICLE FIFTEEN GUARANTEES
	 	 	62	 
	Section 1501 Guarantees
	 	 	62	 
	ARTICLE SIXTEEN SECURITY
	 	 	63	 
	Section 1601 Security
	 	 	63	 






  iv 









 





     INDENTURE, dated as of •, 201• (the “Indenture”), among HCA Inc., a Delaware
corporation (the “Issuer”), the Guarantors (as defined
below),  • (the “Trustee”) and, if applicable,
• as the Registrar, Paying Agent and Transfer Agent.



RECITALS




     The Issuer has duly authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of senior unsecured and secured debentures, notes or other evidences of
indebtedness (hereinafter called the “Securities”), unlimited as to principal amount, to bear such
rates of interest, to mature at such time or times, to be issued in one or more series and to have
such other provisions as shall be fixed as hereinafter provided.



     The Issuer and the Initial Guarantors (as defined below) have duly authorized the execution
and delivery of this Indenture. All things necessary to make this Indenture a valid agreement of
the Issuer and the Initial Guarantors, in accordance with its terms, have been done.



     This
Indenture is subject to the provisions of the Trust Indenture Act (as
defined below), as amended,
and the rules and regulations of the Securities and Exchange Commission promulgated thereunder that
are required to be part of this Indenture and, to the extent applicable, shall be governed by such
provisions.



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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



ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION



     Section 101 Definitions.



     Except as otherwise expressly provided in or pursuant to this Indenture or unless the context
otherwise requires, for all purposes of this Indenture:




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




     (2) all other terms used herein which are defined in the Trust Indenture Act either
directly or by reference therein, have the meanings assigned to them therein;




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




     (4) any reference to an “Article” or a “Section” refers to an Article or a Section, as
the case may be, of this Indenture;



 









 






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




     (6) “including” means including without limitation;




     (7) the word “or” is always used inclusively (for example, the phrase “A or B” means “A
or B or both,” not “either A or B but not both”);




     (8) provisions apply to successive events and transactions;




     (9) the term “merger” includes a statutory share exchange and the terms “merge” and
“merged” have correlative meanings;




     (10) the masculine gender includes the feminine and the neuter; and




     (11) references to agreements and other instruments include subsequent amendments and
supplements thereto.



     Certain terms used principally in certain Articles hereof are defined in those Articles.



     Except as otherwise expressly provided in or pursuant to this Indenture, for all purposes of
this Indenture, references to the conversion or exchange of any Securities for or into other
securities or property shall not include the exchange of Securities of any series for other
Securities of the same series.



     “Act,”
when used with respect to any Holders, has the meaning specified in
Section 104(1).



     “Additional Amounts” means any additional amounts which are required by this Indenture or by
any Security, or by the terms of any Security established pursuant to Section 301, under
circumstances specified herein or therein, to be paid by the Issuer or any Guarantors in respect of
certain taxes, duties, levies, imposts, assessments or other governmental charges imposed on
Holders specified herein or therein.



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





     “Agent” means any Person acting as
a Paying Agent, Transfer Agent, Security Registrar, collateral agent, calculation agent or foreign currency agent, as applicable.


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



     “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 612 to
act on behalf of the Trustee to authenticate Securities of one or more series.



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



2









 





     “Board of Directors” means the board of directors of the Issuer or any committee of that board
duly authorized to act generally or in any particular respect for the Issuer hereunder. The term
“board of directors” means the board of directors of the Issuer and does not include committees of
the board of directors.



     “Board Resolution” means a copy of
one or more resolutions to have been duly adopted by the Board of Directors and to be in
full force and effect on the date delivered to the Trustee.



     “Business Day” means, unless otherwise specified with respect to the Securities of any series
pursuant to Section 301, any day other than a Saturday, Sunday or other day on which banking
institutions in The City of New York are authorized or obligated by law, regulation or executive
order to close; provided that such term shall mean, when used with respect to any payment of
principal of, or premium or interest, if any, on, or Additional Amounts with respect to, the
Securities of any series to be made at any Place of Payment for such Securities, unless otherwise
specified pursuant to Section 301 with respect to such Securities, any day other than a Saturday,
Sunday or other day on which banking institutions in such Place of Payment are authorized or
obligated by law, regulation or executive order to close.




     “Clearstream” means Clearstream Banking,
Société Anonyme.



     “Collateral” means, collectively,
all of the property and assets that are from time to time subject to the Lien of the security documents including the Liens, if any,
required to be granted pursuant to the Indenture.




     “Commission” means the Securities and Exchange Commission, as from time to time constituted,
or, if at any time after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the body performing
such duties at such time.



     “Corporate Trust Office” means the principal corporate trust office of the Trustee at which at
any particular time its corporate trust business shall be administered, which office at the date of
this Indenture is located at • .



     The term “Corporation” includes corporations, partnerships, associations, limited liability
companies and other companies, and business trusts. The term “corporation” means a corporation and
does not include partnerships, associations, limited liability companies or other companies or
business trusts.



     “Currency,” with respect to any payment, deposit or other transfer in respect of the principal
of or any premium or interest on or any Additional Amounts with respect to any Security, means
Dollars or the Foreign Currency, as the case may be, in which such payment, deposit or other
transfer is required to be made by or pursuant to the terms hereof or such Security and, with
respect to any other payment, deposit or transfer pursuant to or contemplated by the terms hereof
or such Security, means Dollars.


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



     “Defaulted Interest” has the meaning specified in Section 307.



     “Depository” means, with respect to any Security issuable or issued in the form of one or more
global Securities, the Person designated as depository by the Issuer in or pursuant to this
Indenture, and, unless otherwise provided with respect to any Security, any successor to such
Person. If at any time there is more than one such Person, “Depository” shall mean, with respect
to any Securities, the depository which has been appointed with respect to such Securities.



3









 





     “Dollars” or “$” means a dollar or other equivalent unit of legal tender for payment of public
or private debts in the United States of America.



     “Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear System.




     “Event of Default” has the meaning specified in Section 501.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
thereto, in each case as amended from time to time.



     “Foreign Currency” means any Currency, currency unit or composite currency, including, without
limitation, the Euro, issued by the government of one or more countries other than the United
States of America or by any recognized confederation or association of such governments.



     “GAAP”
means, unless otherwise specified with
respect to any series of Securities pursuant to Section 301, such accounting principles as are
generally accepted in the United States of America as of the date or time of any computation
required hereunder.



     “Government Obligations” means securities which are (i) direct obligations of the United
States of America or the other government or governments in the confederation which issued the
Foreign Currency in which the principal of or any premium or interest on the relevant Security or
any Additional Amounts in respect thereof shall be payable, in each case where the payment or
payments thereunder are supported by the full faith and credit of such government or governments or
(ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or such other government or governments, in each case where the
timely payment or payments thereunder are unconditionally guaranteed as a full faith and credit
obligation by the United States of America or such other government or governments, and which, in
the case of (i) or (ii), are not callable or redeemable at the option of the issuer or issuers
thereof, and shall also include a depository receipt issued by a bank or trust company as custodian
with respect to any such Government Obligation or a specific payment of interest on or principal of
or other amount with respect to any such Government Obligation held by such custodian for the
account of the Holder of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the Holder of such
depository receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of or other amount with respect to
the Government Obligation evidenced by such depository receipt.



4









 





     “Guarantee” means a guarantee of any Securities by a Guarantor as contemplated by Article
Fifteen; provided that the term “Guarantee,” when used with respect to any Security or with respect
to the Securities of any series, means a guarantee of such Security or of the Securities of such
series, respectively, by a Guarantor of such Security or of the Securities of such series,
respectively, as contemplated by Article Fifteen.



     “Guarantor” means the Initial Guarantor list on schedule I hereto and any other Person who
shall have become a Guarantor under this Indenture pursuant to Section 301 or 901 hereof, in each
case unless and until a successor Person shall have been substituted for such Guarantor pursuant to
the applicable provisions of this Indenture established pursuant to Section 301 or 901, at which
time references to such Guarantor shall mean such successor Person; provided that the term
“Guarantor”, when used, with respect to any Security or the Securities of any series, means the
Persons who shall from time to time be the guarantors of such Security or the Securities of such
series, respectively, as contemplated by Article Fifteen.



     “Guarantor’s Board of Directors” means, with respect
to any Guarantor, the board of directors, managers, partners or
other managing body
of such Guarantor or any committee of that board duly authorized to act generally or in any
particular respect for such Guarantor hereunder.



     “Guarantor’s Board Resolution”
means, with respect to any Guarantor, a copy of one or more
resolutions to have been
duly adopted by such Guarantor’s Board of Directors or by
the Board of Directors of such Guarantor’s general partner,
managing partner or  managing member
and to be in full force and effect on the date
delivered to the Trustee.



     “Guarantor’s Officer’s Certificate” means, with respect to any Guarantor, a certificate signed
by the Chairman, the Chief Executive Officer, the President, the
Chief Financial Officer, a Vice President, the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of such Guarantor or of such Guarantor’s general
partner, managing partner or managing member, that, if required by the Trust Indenture
Act, complies with the requirements of Section 314(e) of the Trust Indenture Act. In the event that
Guarantor’s Officer’s Certificates relating to the same matter shall be delivered by two or more
Guarantors on the same date, such certificates may be combined into a single certificate, provided
that the certifications made by each Guarantor therein shall be several and not joint
certifications of each such Guarantor.



     “Guarantor
Request” means, with respect to any Guarantor, a
written request signed in the name of such Guarantor by the Chairman,
the Chief Executive Officer, the President, a Vice President, the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of such Guarantor
or of such Guarantor’s general partner, managing partner or
managing member, and delivered to the Trustee.
In the event that Guarantor’s Requests relating to the same matter shall be delivered by two or
more Guarantors on the same date, such requests may be combined into a single document, provided
that the requests made by each Guarantor therein shall be several and not joint requests of each
such Guarantor.



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



     “Indenture” means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into



5









 




pursuant to the applicable provisions hereof and, with respect to any Security or Guarantee,
by the terms and provisions of such Security or such Guarantee, as the case may be, established
pursuant to Section 301 (as such terms and provisions may be amended pursuant to the applicable
provisions hereof), provided, however, that, if at any time more than one Person is acting as
Trustee under this instrument, “Indenture” shall mean, with respect to any one or more series of
Securities for which such Person is Trustee, this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of those particular
series of Securities for which such Person is Trustee established pursuant to Section 301,
exclusive, however, of any provisions or terms which relate solely to other series of Securities
for which such Person is not Trustee, regardless of when such terms or provisions were adopted.




     “Indexed Security” means a Security the terms of which provide that the principal amount
thereof payable at Stated Maturity may be more or less than the principal face amount thereof at
original issuance.



     “Initial Guarantor” or “Initial Guarantors” means the Guarantors listed on Schedule I hereto.



     “interest,” with respect to any Original Issue Discount Security which by its terms bears
interest only after Maturity, means interest payable after Maturity.



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



     “Issuer” means the Person named as the “Issuer” in the first paragraph of this instrument
until a successor Person shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Issuer” shall mean such successor Person and any other obligor upon the
Securities.



     “Issuer Request” and “Issuer Order” mean, respectively, a written request or order, as the
case may be, signed in the name of the Issuer by the Chairman, the Chief Executive Officer, the
President, the Chief Financial Officer or a Vice President and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of the Issuer, and delivered to the Trustee.



     “Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge,
hypothecation, charge, security interest, preference, priority or encumbrance of any kind in
respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in the nature thereof,
any option or other agreement to sell or give a security interest in and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.



6









 





     “Maturity,” with respect to any Security, means the date on which the principal of such
Security or an installment of principal becomes due and payable as provided in or pursuant to this
Indenture or such Security, whether at the Stated Maturity or by declaration of acceleration, upon
redemption at the option of the Issuer, upon repurchase or repayment at the option of the Holder or
otherwise, and includes a Redemption Date for such Security and a date fixed for the repurchase or
repayment of such Security at the option of the Holder.



     “Office” or “Agency,” with respect to any Securities, means an office or agency of the Issuer
maintained or designated in a Place of Payment for such Securities pursuant to Section 1002 or any
other office or agency of the Issuer maintained or designated for such Securities pursuant to
Section 1002 or, to the extent designated or required by Section 1002 in lieu of such office or
agency, the Corporate Trust Office of the Trustee.






     “Officer” means the
Chairman, the Chief Executive Officer, the President, any Executive Vice
President, the Chief Financial Officer or a Vice President, the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary of the Issuer, a Guarantor or
 such Guarantor’s general partner, managing partner or managing member, as applicable.







     “Officer’s Certificate” means a certificate signed by the Chairman, the Chief Executive
Officer, the President, the Chief Financial Officer, a Vice President, the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of the
Issuer or a Guarantor, as applicable that, if required by the Trust Indenture Act, complies with the
requirements of Section 314(e) of the Trust Indenture Act and is delivered to the Trustee.



     “Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel
for the Issuer or a Guarantor or other counsel who shall be reasonably acceptable to the Trustee,
that, if required by the Trust Indenture Act, complies with the requirements of Section 314(e) of
the Trust Indenture Act.



     “Original Issue Discount Security” means a Security issued pursuant to this Indenture which
provides for an amount less than the principal face amount thereof to be due and payable upon
declaration of acceleration pursuant to Section 502.



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




	 	(1)	 	any such Security theretofore cancelled by the Trustee or the
Security Registrar or delivered to the Trustee or the Security Registrar for
cancellation;
	 
	 	(2)	 	any such Security for whose payment at the Maturity thereof
money in the necessary amount has been theretofore deposited pursuant hereto
(other than pursuant to Section 402) with the Trustee or any Paying Agent
(other than the Issuer) in trust or set aside and segregated in trust by the
Issuer (if the Issuer shall act as its own Paying Agent) for the Holders of
such Securities, provided that, if such Securities are to be redeemed, notice
of such redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made;
	 
	 	(3)	 	any such Security with respect to which the Issuer has effected
defeasance or covenant defeasance pursuant to Section 402, except to the extent
provided in Section 402;




7









 






	 	(4)	 	any such Security which has been paid pursuant to Section 306
or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, unless there shall have been
presented to the Trustee proof satisfactory to it that such Security is held by
a bona fide purchaser in whose hands such Security is a valid obligation of the
Issuer; and
	 
	 	(5)	 	Securities as to which any property deliverable upon conversion
thereof has been delivered (or such delivery has been made available), or as to
which any other particular conditions have been satisfied, in each case as may
be provided for such Securities as contemplated in Section 301;




provided, however, that in determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, (i) the principal amount of an Original Issue Discount Security that may be
counted in making such determination and that shall be deemed to be Outstanding for such purposes
shall be equal to the amount of the principal thereof that pursuant to the terms of such Original
Issue Discount Security would be declared (or shall have been declared to be) due and payable upon
a declaration of acceleration thereof pursuant to Section 502 at the time of such determination,
and (ii) the principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed Outstanding for such purpose shall be equal to the principal
face amount of such Indexed Security at original issuance, unless otherwise provided in or pursuant
to this Indenture, and (iii) the principal amount of a Security denominated in a Foreign Currency
that may be counted in making such determination and that shall be deemed Outstanding for such
purposes shall be the Dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount Security, the
Dollar equivalent on the date of original issuance of such Security of the amount determined as
provided in (i) above) of such Security, and (iv) Securities owned by the Issuer, a Guarantor of
the Securities or any other obligor upon the Securities, or any Affiliate of the Issuer or any such
Guarantor or such other obligor shall be disregarded and deemed not to be Outstanding, except that,
in determining whether the Trustee shall be protected in making any such determination or relying
upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities
which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded.
Securities so owned which shall have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee (A) the pledgee’s right so to act with
respect to such Securities and (B) that the pledgee is not the Issuer or a Guarantor of the
Securities any other obligor upon the Securities or an Affiliate (other than a Trust) of the Issuer
or a Guarantor of the Securities or such other obligor.




     “Paying Agent” means any Person authorized by the Issuer to pay the principal of, or any
premium or interest on, or any Additional Amounts with respect to, any Security on behalf of the
Issuer.



     “Person” and “person” mean any individual, Corporation joint venture, joint-stock company,
trust, unincorporated organization or government or any agency or political subdivision thereof.



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     “Place of Payment,” with respect to any Security, means the place or places where the
principal of, or any premium or interest on, or any Additional Amounts with respect to such
Security are payable as provided in or pursuant to this Indenture or such Security.



     “Predecessor Security” of any particular Security means every previous Security evidencing all
or a portion of the same indebtedness as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under Section 306 in exchange
for or in lieu of a lost, destroyed, mutilated or stolen Security shall be deemed to evidence the
same indebtedness as the lost, destroyed, mutilated or stolen Security.



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



     “Redemption Price,” with respect to any Security or portion thereof to be redeemed, means the
price at which it is to be redeemed as determined by or pursuant to this Indenture or such
Security.



     “Regular Record Date” for the interest payable on any Security on any Interest Payment Date
therefor means the date, if any, specified in or pursuant to this Indenture or such Security as the
record date for the payment of such interest.



     “Responsible Officer” means any officer of the Trustee in its Corporate Trust Office having
direct responsibility for matters pertaining to this Indenture and also means, with respect to a
particular corporate trust matter, any other officer or employee of the Trustee to whom such matter
is referred because of his or her knowledge of and familiarity with the particular subject.



     “Securities Act” means the Securities Act of 1933, as amended, or any successor thereto, in
each case as amended from time to time.



     “Security” or “Securities” means any note or notes, bond or bonds, debenture or debentures, or
any other evidences of indebtedness, as the case may be, authenticated and delivered under this
Indenture; provided, however, that, if at any time there is more than one Person acting as Trustee
under this Indenture, “Securities,” with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of Securities of any series
as to which such Person is not Trustee.



     “Security Register” and “Security Registrar” have the respective meanings specified in Section
305.



     “Significant Subsidiary” means, as of any date of determination, a Subsidiary of the Issuer
that would constitute a “significant subsidiary,” as such term is defined under Rule 1-02(w) of
Regulation S-X of the Commission as in effect on the date of this Indenture.



     “Special Record Date” for the payment of any Defaulted Interest on any Security means a date
fixed by the Trustee pursuant to Section 307(1).



     “Stated Maturity,” with respect to any Security or any installment of principal thereof or
interest thereon or any Additional Amounts with respect thereto, means the date established by



9









 




or pursuant to this Indenture or such Security as the fixed date on which the principal of
such Security or such installment of principal or interest is, or such Additional Amounts are, due
and payable.




     “Subsidiary” means, with respect
to any Person, (i) any corporation, association, or other business entity (other than a partnership, joint venture, limited
liability company or similar entity) of which more than 50% of the total voting power of shares of capital stock entitled
(without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof
is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the
other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at
such time; and (ii) any partnership, joint venture, limited liability company or similar entity of which more
than 50% of the equity ownership, whether in the form of membership, general, special or limited partnership
interests or otherwise, is owned or controlled, directly or indirectly, by such Person or one or more of the
other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such person at such time.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and any reference
herein to the Trust Indenture Act or a particular provision thereof shall mean such Act or
provision, as the case may be, as amended or replaced from time to time or as supplemented from
time to time by rules or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument
until a successor Trustee shall have become such with respect to one or more series of Securities
pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean each
Person who is then a Trustee hereunder; provided, however, that if at any time there is more than
one such Person, “Trustee” shall mean each such Person and as used with respect to the Securities
of any series shall mean the Trustee with respect to the Securities of such series.



     “United States,” means the United States of America (including the states thereof and the
District of Columbia), its territories, its possessions and other areas subject to its
jurisdiction; and the term “United States of America” means the United States of America.



     “United States Alien,” except as otherwise provided in or pursuant to this Indenture or any
Security, means any Person who, for United States Federal income tax purposes, is a foreign
corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or
trust, or a foreign partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien
fiduciary of a foreign estate or trust.



     “Vice President,” when used with respect to the Issuer or the Trustee, means any vice
president, whether or not designated by a number or a word or words added before or after the title
“Vice President.”



     Section 102 Compliance Certificates and Opinions.



     Except as otherwise expressly provided in or pursuant to this Indenture, upon any application
or request by the Issuer or a Guarantor to the Trustee to take any action under any provision of
this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee, if
requested by the Trustee, an Officer’s Certificate or a
Guarantor’s Officer’s Certificate, as the
case may be, stating that all conditions precedent, if any, provided for in this



10









 




Indenture relating to the proposed action have been complied with and an Opinion of Counsel
stating that, in the opinion of such counsel, all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to which the
furnishing of such documents or any of them is specifically required by any provision of this
Indenture relating to such particular application or request, no additional certificate or opinion
need be furnished by the Issuer, and except that no such Officer’s Certificate or Opinion of
Counsel shall be required in connection with the execution of a supplemental indenture
contemporaneously with the execution of this Indenture.




     Section 103 Form of Documents Delivered to Trustee.



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



     Any certificate or opinion of an officer of the Issuer or a Guarantor may be based, insofar as
it relates to legal matters, upon an Opinion of Counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the opinion with respect to the matters upon which
his certificate or opinion is based is erroneous. Any such Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or representations by,
an officer or officers of the Issuer, a Guarantor, a governmental official or officers or any other
Person or Persons stating that the information with respect to such factual matters is in the
possession of the Issuer or such Guarantor, as the case maybe be, unless such counsel knows, or in
the exercise of reasonable care should know, that the certificate, opinion or representations with
respect to such matters are erroneous.



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



     Section 104 Acts of Holders.



     (1) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by or pursuant to this Indenture to be made, given or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record or both are
delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the
Guarantors. Such instrument or instruments and any such record (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such
instrument or instruments or so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to Section 315 of the
Trust Indenture Act) conclusive in favor of the Trustee, the Issuer or a



11









 




Guarantor and any agent of the Trustee, the Issuer or such Guarantor, if made in the manner
provided in this Section.




     (2) Without limiting the generality of this Section 104, unless otherwise provided in or
pursuant to this Indenture, a Holder, including a Depository that is a Holder of a global Security,
may make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this
Indenture or the Securities to be made, given or taken by Holders, and a Depository that is a
Holder of a global Security may provide its proxy or proxies to the beneficial owners of interests
in any such global Security through such Depository’s standing instructions and customary
practices.



     (3) The fact and date of the execution by any Person of any such instrument or writing may be
proved in any reasonable manner which the Trustee deems sufficient and in accordance with such
reasonable rules as the Trustee may determine; and the Trustee may in any instance require further
proof with respect to any of the matters referred to in this Section.



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



     (5) If the Issuer shall solicit from the Holders of any Securities any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Issuer may at its option (but
is not obligated to), by Board Resolution fix in advance a record date for the determination of
Holders of Securities entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after such record date, but
only the Holders of Securities of record at the close of business on such record date shall be
deemed to be Holders for the purpose of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that purpose the
Outstanding Securities shall be computed as of such record date; provided that no such
authorization, agreement or consent by the Holders of Securities shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later than six months
after the record date.



     (6) Any request, demand, authorization, direction, notice, consent, waiver or other Act by the
Holder of any Security shall bind every future Holder of the same Security and the Holder of every
Security issued upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done or suffered to be done by the Trustee, any Security Registrar,
any Paying Agent or the Issuer in reliance thereon, whether or not notation of such Act is made
upon such Security.



     Section 105 Notices, etc., to Trustee, Issuer and Guarantors.



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     Any request, demand, authorization, direction, notice, consent, waiver or other Act of Holders
or other document provided or permitted by this Indenture to be made upon, given or furnished to,
or filed with,




     (1) the Trustee by any Holder, a Guarantor or the Issuer shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or
with and received by  the Trustee at
its Corporate Trust Office, or




     (2) the Issuer or a Guarantor by the Trustee or any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in writing and
delivered in person or mailed by first-class mail (registered or certified, return receipt
requested), fax or overnight air courier guaranteeing next day delivery to the Issuer or
such Guarantor, as the case may be, addressed to the attention of its General Counsel at the
address of the Issuer’s principal office set forth below, or as set forth in any
supplemental indenture or at any other address furnished in writing to the Trustee by the
Issuer as such Guarantor, as the case may be.




     If to the Issuer or any Guarantor:


One Park Plaza

Nashville, Tennessee 37203

Fax No.: (615) 344-1531; Attention: General Counsel

Fax No.: (866) 741-5906; Attention: Treasurer





     All notices and communications
(other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when
receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee
shall be deemed effective upon actual receipt thereof.



     Section 106 Notice to Holders of Securities; Waiver.



     Except as otherwise expressly provided in or pursuant to this Indenture, where this Indenture
provides for notice to Holders of Securities of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) to Holders of Securities if in writing and mailed,
first-class postage prepaid, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery or delivered by electronic transmission to each Holder of a
Security affected by such event, at such Holder’s address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. Any notice or communication shall also be so mailed to any Person described in
Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. Failure to
mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.




     In any case where notice to Holders of Securities is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Security
shall affect the sufficiency of such notice with respect to other Holders of Securities In the case
by reason of the suspension of regular mail service or by reason of any other cause it shall be
impracticable to give such notice by mail, then such notification as shall be made with the
approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.



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



     Where this Indenture provides for notice of any event to a Holder of a Global Security, such
notice shall be sufficiently given if given to the Depository for such Security (or its designee),
pursuant to the Applicable Procedures of the Depository, not later than the latest date, if any,
and not earlier than the earliest date, if any, prescribed for the giving of such notice.



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



     If the Issuer gives notice or communication to Holders, it shall provide a copy to the Trustee
and each Agent, as applicable,  at the same time.




     Section 107 Conflict with Trust Indenture Act.



     If any provision hereof limits, qualifies or conflicts with any duties under any required
provision of the Trust Indenture Act imposed hereon by Section 318(c) thereof, such required
provision shall control.



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     Section 108 Effect of Headings and Table of Contents.



     The Article and Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.



     Section 109 Successors and Assigns.



     All covenants and agreements in this Indenture by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Trustee,
Registrar, Paying Agent and  Transfer Agent, as applicable, in this Indenture shall bind
their successors and assigns, whether so expressed or not.



     Section 110 Separability Clause.



     In case any provision in this Indenture, any Security shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not, to
the fullest extent permitted by applicable law, in any way be affected or impaired thereby.



     Section 111 Benefits of Indenture.



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



     Section 112 Governing Law.



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



     Section 113 Legal Holidays.



     Unless otherwise specified in or pursuant to this Indenture or any Securities, in any case
where any Interest Payment Date, Stated Maturity or Maturity of, or any other day on which a
payment is due with respect to, any Security shall be a day which is not a Business Day at any
Place of Payment, then (notwithstanding any other provision of this Indenture or any Security other
than a provision in any Security or in the Board Resolution, Officer’s Certificate or supplemental
indenture establishing the terms of any Security that specifically states that such provision shall
apply in lieu hereof) payment need not be made at such Place of Payment on such date, but such
payment may be made on the next succeeding day that is a Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date, at the Stated Maturity or
Maturity or on any such other payment date, as the case may be, and no interest shall accrue on the
amount payable on such date or at such time for the period from and after such Interest Payment
Date, Stated Maturity, Maturity or other payment date, as the case may be, to the next succeeding
Business Day.



     Section 114 Waiver of Jury Trial.



14









 





     EACH
OF THE ISSUER, THE GUARANTORS, THE TRUSTEE AND THE REGISTRAR, PAYING
AGENT AND TRANSFER AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES.





     Section 115
Force Majeure.



     In
no event shall the Trustee, Paying Agent, Registrar or Transfer Agent
be responsible or liable for any failure or delay in the performance
of its obligations under this Indenture arising out of or caused by,
directly or indirectly, forces beyond its reasonable control,
including without limitation strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or
natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software or
hardware) services.


     Section 116 Counterparts.






     This Indenture may be executed in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.



     Section 117 Extension of Payment Dates.



     In the event that (i) the terms of any Security or any Guarantee established in or pursuant to
this Indenture permit the Issuer , any Guarantor or any Holder thereof to extend the date on which
any payment of principal of, or premium, if any, or interest, if any, on, or Additional Amounts, if
any, with respect to such Security or Guarantee, as the case may be, is due and payable and (ii)
the due date for any such payment shall have been so extended, then all references herein to the
Stated Maturity of such payment (and all references of like import) shall be deemed to refer to the
date as so extended.



     Section 118 Immunity of Shareholders, Directors, Officers and Agents of the Issuer and Any
Guarantor.



     No recourse under or upon any obligation, covenant or agreement contained in this Indenture or
in any Security or Guarantee, or because of any indebtedness evidenced thereby, or for any claim
based thereon or otherwise in respect thereof, shall be had against any past, present or future
shareholder, incorporator, employee, officer or director, as such, of the Issuer or any predecessor
or successor to the Issuer or any Guarantor, either directly or through the Issuer or any Guarantor
or any such predecessor or successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the Securities by the Holders
and as part of the consideration for the issue of the Securities; it being expressly understood
that, without limitation to the foregoing, this Indenture, the Securities and the Guarantees and
the obligations created hereunder and thereunder are solely corporate, limited liability company,
partnership, limited partnership or similar obligations, as the case may be, of the Issuer and the
respective Guarantors and that no such personal liability whatever shall attach to, or is or shall
be incurred by, any past, present or future shareholder, incorporator, employee, officer or
director, as such, of the Issuer or any Guarantor or any of their respective predecessors or
successors, or any of them, because of the creation of the indebtedness hereby authorized, or under
or by reason of the obligations, covenants or agreements contained in this Indenture or in any
Security or Guarantee implied herefrom or therefrom and that any and all such personal liability of
every type and nature, either at common law or in equity or by constitution or statute, of, and any
and all such rights and claims against, every such past, present or future shareholder,
incorporator, employee, officer or director, as such, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any Security or Guarantee or implied herefrom or therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for,



15









 




the execution of this Indenture and the issuance of the Securities. As used in this Section
118, all references to “shareholders” shall be deemed to mean, with respect to any Person, any
past, present or future Holder or owner of an equity interest in such Person, including, without
limitation, owners or holders of capital stock, limited or general partnership interests and
limited liability company interests.




ARTICLE TWO




SECURITIES FORMS



     Section 201 Forms Generally.



     The Securities of each series shall be in substantially such form or forms as shall be
established by or pursuant to a Board Resolution or, subject to Section 303, set forth in, or
determined in the manner provided in, an Officer’s Certificate pursuant to a Board Resolution, or
in one or more indentures supplemental hereto, and any Guarantee
or any
Security issued pursuant to this Indenture shall be in the form established by or pursuant to a
Guarantor’s Board Resolution or a Guarantor’s
Officer’s Certificate pursuant to a Guarantor’s Board Resolution, or established
in one or more indentures supplemental hereto, and in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with applicable tax laws or the rules of
any securities exchange or Depository therefor or as may, consistently herewith, be determined by
the Officer executing such Securities, as evidenced by his or her execution thereof. If the form of
Securities of any series is established by action taken pursuant to a Board Resolution, a copy of
an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary
of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order
contemplated by Section 303 for the authentication and delivery of such Securities. If all of the
Securities of any series established by action taken pursuant to a Board Resolution are not to be
issued at one time, it shall not be necessary to deliver a record of such action at the time of
issuance of each Security of such series, but an appropriate record of such action shall be
delivered at or before the time of issuance of the first Security of such series.



     Anything herein to the contrary notwithstanding, there shall be no requirement that any
Security have endorsed thereon or attached thereto a Guarantee or a notation of a Guarantee, but
such a Guarantee or notation of a Guarantee may be endorsed thereon or attached thereto as
contemplated by this Section 201.



     Section 202 Form of Trustee’s Certificate of Authentication.



     Subject to Section 612, the Trustee’s certificate of authentication shall be in substantially
the following form:



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



16









 





	 	 	 	 	 
	 	•,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory	 
	 	 	 	 
	 




     Section 203 Form of Legend for Global Notes.



     Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby
or as required by Applicable Procedures, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:



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



     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]



     [Insert, if applicable — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED,
AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE.]






17









 










ARTICLE THREE




THE SECURITIES



     Section 301 Amount Unlimited; Issuable in Series.



     The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited. The Securities may be issued in one or more series.



     With respect to any Securities to be authenticated and delivered hereunder, there shall be
established in or pursuant to one or more Board Resolutions, as applicable, or Guarantor’s Board Resolutions, or
set forth in an Officer’s Certificate or one or more
Guarantor’s Officer’s Certificate pursuant to a Board Resolution, as applicable, or
established in one or more indentures supplemental hereto, prior to the issuance of any Securities
of a series,




     (1) the title of the Securities of such series;




     (2) any limit upon the aggregate principal amount of the Securities of such 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 such series pursuant to Section 304, 305, 306, 905 or 1107, upon
repayment in part of any Security of such series pursuant to Article Thirteen or upon
surrender in part of any Security for conversion or exchange into Common Shares or other
securities or property pursuant to its terms), and if such series may not be reopened from
time to time for the issuance of additional Securities of such series;




     (3) if any of such Securities are to be issuable in global form, when any of such
Securities are to be issuable in global form and (i) whether such Securities are to be
issued in temporary or permanent global form or both, (ii) whether beneficial owners of
interests in any such global Security may exchange such interests for Securities of the same
series and of like tenor and of any authorized form and denomination, and the circumstances
under which any such exchanges may occur, if other than in the manner specified in Section
305, (iii) the name of the Depository with respect to any such global Security and (iv) if
applicable and in addition to the Persons specified in Section 305, the Person or Persons
who shall be entitled to make any endorsements on any such global Security and to give the
instructions and take the other actions with respect to such global Security contemplated by
the first paragraph of Section 203;




     (4) the date or dates, or the method or methods, if any, by which such date or dates
shall be determined, on which the principal and premium, if any, of such Securities is
payable;




     (5) the rate or rates at which such Securities shall bear interest, if any, or the
method or methods, if any, by which such rate or rates are to be determined, the date or
dates, if any, from which such interest shall begin to accrue or the method or methods, if
any, by which such date or dates are to be determined, the Interest Payment Dates, if any,
on which such interest shall be payable and the Regular Record Date, if any, for the
interest payable on Securities on any Interest Payment Date, the notice, if any, to Holders



18









 







regarding the determination of interest on a floating rate Security and the manner of
giving such notice, and the basis upon which interest shall be calculated if other than that
of a 360-day year of twelve 30-day months;




     (6) if in addition to or other than the place where the Corporate Trust Office of the
Trustee may from time to time be located, the place or places where the principal of,
premium, if any, and interest, if any, on, and Additional Amounts, if any, with respect to,
such Securities shall be payable, any of such Securities that are Securities may be
surrendered for registration of transfer or exchange, any of such Securities may be
surrendered for conversion or exchange and notices or demands to or upon the Issuer in
respect of such Securities and this Indenture may be served;




     (7) whether any of such Securities are to be redeemable at the option of the Issuer
and, if so, the date or dates on which, the period or periods within which, the price or
prices at which and the other terms and conditions upon which such Securities may be
redeemed, in whole or in part, at the option of the Issuer;




     (8) if the Issuer is obligated to redeem or purchase any of such Securities pursuant to
any sinking fund or analogous provision or at the option of any Holder thereof and, if so,
the date or dates on which, the period or periods within which, the price or prices at which
and the other terms and conditions upon which such Securities shall be redeemed or
purchased, in whole or in part, pursuant to such obligation, and any provisions for the
remarketing of such Securities so redeemed or purchased;




     (9) if other than denominations of $2,000 and any integral multiple of $1,000 in excess
thereof, the denominations in which any Securities of the series shall be issuable;




     (10) if other than the principal amount thereof, the portion of the principal amount of
any of such Securities that shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 502 or the method by which such portion is to be
determined;




     (11) if other than Dollars, the Foreign Currency in which payment of the principal of,
any premium or interest on or any Additional Amounts with respect to any of such Securities
shall be payable;




     (12) if the principal of, any premium or interest on or any Additional Amounts with
respect to any of such Securities are to be payable, at the election of the Issuer or a
Holder thereof or otherwise, in Dollars or in a Foreign Currency other than that in which
such Securities are stated to be payable, the date or dates on which, the period or periods
within which, and the other terms and conditions upon which, such election may be made, and
the time and manner of determining the exchange rate between the Currency in which such
Securities are stated to be payable and the Currency in which such Securities or any of them
are to be paid pursuant to such election, and any deletions from or modifications of or
additions to the terms of this Indenture to provide for or to



19









 







facilitate the issuance of Securities denominated or payable, at the election of the
Issuer or a Holder thereof or otherwise, in a Foreign Currency;




     (13) if the amount of payments of principal of, any premium or interest on or any
Additional Amounts with respect to such Securities may be determined with reference to an
index, formula or other method or methods (which index, formula or method or methods may be
based, without limitation, on one or more Currencies, commodities, equity indices or other
indices), and, if so, the terms and conditions upon which and the method by which such
amounts shall be determined and paid or payable;




     (14) any deletions from, modifications of or additions to the Events of Default or
covenants of the Issuer or any Guarantors with respect to such Securities or the related
Guarantees (whether or not such Events of Default or covenants are consistent with the
Events of Default or covenants set forth herein), and, if any additional covenants not
contained in this Indenture as of its date shall be applicable with respect to such
Securities, whether Section 1006 shall be applicable with respect to any such additional
covenants;




     (15)
if any one or more of the provisions of Section 401 relating to satisfaction and discharge, Section
402(2) relating to defeasance or Section 402(3) relating to covenant defeasance shall not be
applicable to the Securities of such series, and any covenants in addition to or other than
those covenants, if any, specified in Section 402(3) relating to the Securities of such
series which shall be subject to covenant defeasance, and, if the Securities of such series
are subject to repurchase or repayment at the option of the Holders thereof pursuant to
Article Thirteen, if the Issuer’s obligation to repurchase or repay such Securities will not
be subject to satisfaction and discharge pursuant to Section 401 or to defeasance pursuant
to Section 402, and, if the Holders of such Securities have the right to convert or exchange
such Securities into Common Shares or other securities or property, if the right to effect
such conversion or exchange will be subject to satisfaction and discharge pursuant to
Section 401 or to defeasance or covenant defeasance pursuant to Section 402, and any
deletions from, or modifications or additions to, the provisions of Article Four in respect
of the Securities of such series;




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




     (17) whether and under what circumstances the Issuer or any Guarantor of such
Securities will pay Additional Amounts on such Securities or its Guarantee of such
Securities, as the case may be, to any Holder who is a United States Alien in respect of
specified taxes, assessments or other government charges and, if so, whether the Issuer will
have the option to redeem such Securities rather than pay such Additional Amounts;




     (18) if there is more than one Trustee, the identity of the Trustee and, if not the
Trustee, the identity of each Security Registrar, Paying Agent,
Transfer Agent or Authenticating Agent, as applicable, with
respect to such Securities;



20









 






     (19) the Person to whom any interest on any Security of such series shall be payable,
if other than the Person in whose name the Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such interest, the
manner in which, and the extent to which, or the manner in which, any interest payable on a
temporary global Security will be paid if other than in the manner provided in this
Indenture;




     (20) the names of the Guarantors of the Securities of such series (which may, but need
not, include any or all of the Initial Guarantors) and the terms of the Guarantees of the
Securities of such series, including, without limitation, any deletions from, or
modifications or additions to, the provisions of Article Sixteen or any other provisions of
this Indenture in connection with the Guarantees of the Securities of such series;




     (21) whether the Securities of such series or any Guarantees of such Securities are to
be secured by any property, assets or other collateral and, if so, the applicable
collateral, any deletions from, or modifications or additions to, the provisions of Article
Sixteen hereof or any other provisions of this Indenture in connection therewith or in
connection with any other instrument or agreement entered into in connection therewith; and




     (22) any other terms of such Securities and the Guarantees of such Securities (whether
or not such other terms are consistent or inconsistent with any other terms of this
Indenture) and any deletions from or modifications or additions to this Indenture in respect
of such Securities or such Guarantees.



     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to above or
pursuant to authority granted by one or more Board Resolutions and, subject to Section 303, set
forth, or determined in the manner provided, in the Officer’s
Certificate pursuant to a Board Resolution referred to above or in
any such indenture supplemental hereto. All Securities of any one series need not be issued at one
time and, unless otherwise provided in or pursuant to the Board Resolution referred to above and,
subject to Section 303, set forth, or determined in the manner provided, in the Officer’s
Certificate pursuant to a Board Resolution referred to above or pursuant to authority granted by one or more Board Resolutions or
in any such indenture supplemental hereto with respect to a series of Securities, additional
Securities of a series may be issued, at the option of the Issuer, without the consent of any
Holder, at any time and from time to time.



     If any of the terms of the Securities of any series or any Guarantee of the Securities of any
series shall be established by action taken by or pursuant to one or more Board Resolutions or
Guarantor’s Board Resolutions, such Board Resolutions or Guarantor’s Board Resolutions shall be
delivered to the Trustee at or prior to the delivery of the
Officer’s Certificate or the
Guarantor’s Officer’s Certificate setting forth the terms of such series.



     Section 302 Currency; Denominations.



     Unless otherwise provided in or pursuant to this Indenture, the principal of, any premium and
interest on and any Additional Amounts with respect to the Securities shall be payable in



21









 





Dollars. Unless otherwise provided in or pursuant to this Indenture, Securities denominated
in Dollars shall be issuable in registered form without coupons in denominations of $2,000 and any
integral multiples of $1,000 in excess thereof. Securities not denominated in Dollars shall be
issuable in such denominations as are established with respect to such Securities in or pursuant to
this Indenture.




     Section 303 Execution, Authentication, Delivery and Dating.



     Securities
shall be executed on behalf of at least one Officer of the Issuer and may (but need not) have its
corporate or other seal or a facsimile thereof reproduced thereon and
may be signed by manual or facsimile signature.



     If any Guarantees are to be endorsed on or attached to any Securities, and if such Guarantees
provide for the execution thereof by the applicable Guarantors (it being understood and agreed that
any such Guarantee may, but need not, provide for the execution by the applicable Guarantors), such
Guarantees shall be executed on behalf of an Officer of each applicable Guarantor and may (but need not)
have its corporate or other
seal or facsimile thereof reproduced thereon. The signature of any of these officers on any
Guarantee may be manual or facsimile.



     Securities and any Guarantees bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Issuer or the applicable Guarantor, as the case may be,
shall, to the fullest extent permitted by applicable law, bind the Issuer or such Guarantor, as the
case may be, notwithstanding that such individuals or any of them have ceased to hold such offices
prior to the authentication and delivery of such Securities or did not hold such offices at the
date of such Securities



     At any time and from time to time after the execution and delivery of this Indenture, the
Issuer may deliver Securities executed by the Issuer, to the Trustee for authentication and,
provided that the Board Resolution or Officer’s Certificate
pursuant to a Board Resolution (and each Guarantor’s Board Resolution
or Guarantor’s Officer’s Certificate pursuant to a
Guarantor’s Board Resolution) or supplemental indenture or indentures with respect to such
Securities referred to in Section 301 and a Issuer Order for the authentication and delivery of
such Securities have been delivered to the Trustee, the Trustee in accordance with the Issuer Order
and subject to the provisions hereof and of such Securities shall authenticate and deliver such
Securities.


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     The Trustee shall not be required to authenticate or to cause an Authenticating Agent to
authenticate any Securities if the issue of such Securities pursuant to this Indenture will affect
the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken.



     Each Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose, unless there appears on such Security a certificate of authentication
substantially in the form provided for in Section 202 or 612 executed by or on behalf of the
Trustee or by the Authenticating Agent by the manual signature of one of its authorized
signatories. Such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder..



     Section 304 Temporary Securities.



     Pending the preparation of definitive Securities, the Issuer may execute and deliver to the
Trustee and, upon Issuer Order, the Trustee shall authenticate and deliver, in the manner provided
in Section 303, temporary Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of
the definitive Securities in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers of the Issuer executing such
Securities may determine, as conclusively evidenced by their execution of such Securities. Such
temporary Securities may be in global form.



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     Except in the case of temporary Securities in global form, which shall be exchanged in
accordance with the provisions set forth in this Indenture or the provisions established pursuant
to Section 301, if temporary Securities are issued, the Issuer shall cause definitive Securities to
be prepared without unreasonable delay. Except as otherwise provided in or pursuant to this
Indenture, after the preparation of definitive Securities of the same series and containing terms
and provisions that are identical to those of any temporary Securities, such temporary Securities
shall be exchangeable for such definitive Securities upon surrender of such temporary Securities at
an Office or Agency for such Securities, without charge to any Holder thereof. Except as otherwise
provided in or pursuant to this Indenture, upon surrender for cancellation of any one or more
temporary Securities, the Issuer shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Securities of authorized denominations of
the same series and containing identical terms and provisions. Unless otherwise provided in or
pursuant to this Indenture with respect to a temporary global Security, until so exchanged the
temporary Securities of any series shall in all respects be entitled to the same benefits under
this Indenture as definitive Securities of such series.



     Section 305 Registration, Transfer and Exchange.



     The Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the
register maintained in such office and in any other office or agency of the Issuer in a Place of
Payment being herein sometimes collectively referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the
registration of transfers and exchanges of Securities. The Registrar
named in the first paragraph of this instrument is hereby appointed “Security
Registrar” for the purpose of registering transfers of and exchanging Securities as herein
provided.



     Except as otherwise provided in or pursuant to this Indenture, upon surrender for registration
of transfer of any Security of a series at the office or agency of the Issuer in a Place of Payment
for such series, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of the same series, of
any authorized denominations and of like tenor and principal amount.



     Except as otherwise provided in or pursuant to this Indenture, at the option of the Holder,
Securities of any series may be exchanged for other Securities of the same series, of any
authorized denominations and of like tenor and principal amount, upon surrender of the Securities
to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange,
the Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the
Holder making the exchange is entitled to receive.



     The Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.



     All Securities issued upon any registration of transfer or exchange of Securities shall be the
valid obligations of the Issuer evidencing the same debt and entitling the Holders thereof to the
same benefits under this Indenture and the applicable Guarantees as the Securities surrendered upon
such registration of transfer or exchange.



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



     No service charge shall be made for any registration of transfer or exchange of Securities, or
any redemption or repayment of Securities, or any conversion or exchange of Securities for other
types of securities or property, but the Issuer may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section 304, 905 or 1107 not
involving any transfer.



     If the Securities of any series (or of any series and specified tenor) are to be redeemed in
part, the Issuer shall not be required (A) to issue, register the transfer of or exchange any
Securities of such series (or of such series and specified tenor, as the case may be) during a
period beginning at the opening of business 15 days before the
day of the of a notice of
redemption of any such Securities selected for redemption under Section 1103 and ending at the
close of business on the day of such, or (B) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed portion of any
Security being redeemed in part.



     Section 306 Mutilated, Destroyed, Lost and Stolen Securities.



     If any mutilated Security is surrendered to the Trustee, subject to the provisions of this
Section 306, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series containing identical terms and of like principal amount
and bearing a number not contemporaneously outstanding.



     If there be delivered to the Issuer and to the Trustee (i) evidence to their satisfaction of
the destruction, loss or theft of any Security, and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless from and against any
and all loss, liability or expense, then, in the absence of notice to the Issuer or the Trustee
that such Security has been acquired by a bona fide purchaser, the Issuer shall execute and the
Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Security, a new Security of the same series containing identical terms
and of like principal amount and bearing a number not contemporaneously outstanding.



     In case any mutilated, destroyed, lost or stolen Security has become or is about to become due
and payable, the Issuer in its discretion may, instead of issuing a new Security, pay such
Security.



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



25









 





     Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security shall constitute a separate obligation of the Issuer, 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 proportionately with any and all other Securities of such
series duly issued hereunder.



     The provisions of this Section, as amended or supplemented pursuant to this Indenture with
respect to particular Securities or generally, shall (to the extent lawful) be exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.



     Section 307 Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain
Additional Amounts Preserved.



     Unless otherwise provided in or pursuant to this Indenture, any interest on and any Additional
Amounts with respect to any Security which shall be payable, and are punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security
(or one or more Predecessor Securities) is registered as of the close of business on the Regular
Record Date for such interest.



     Unless otherwise provided in or pursuant to this Indenture, any interest on and any Additional
Amounts with respect to any Security which shall be payable, but shall not be punctually paid or
duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the Holder thereof on the relevant Regular Record Date by virtue
of having been such Holder; and such Defaulted Interest may be paid by the Issuer, at its election
in each case, as provided in Clause (1) or (2) below:




     (1) The Issuer may elect to make payment of any Defaulted Interest to the Person in
whose name such Security (or a Predecessor Security thereof) shall be registered at the
close of business on a Special Record Date for the payment of such Defaulted Interest, which
shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on such Security and the date of the
proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount
of money equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior
to the date of the proposed payment, such money when so deposited to be held in trust for
the benefit of the Person entitled to such Defaulted Interest as in this Clause provided.
Thereupon, the Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment. The Trustee shall promptly notify the Issuer of such Special
Record Date and, in the name and at the expense of the Issuer shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor to be
in writing to the Holder of such Security (or a Predecessor
Security thereof) at his address as it appears in the Register not less than 10 days prior
to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor having



26









 







been mailed as aforesaid, such Defaulted Interest shall be paid to the Person in whose
name such Security (or a Predecessor Security thereof) shall be registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to the
following clause (2).




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



     Subject to the foregoing provisions of this Section and Section 305, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Security.



     Section 308 Persons Deemed Owners.



     Prior to due presentment of a Security for registration of transfer, the Issuer, the
Guarantors, the Trustee and any agent of the Issuer, any Guarantor or the Trustee may treat the
Person in whose name such Security is registered in the Security Register as the owner of such
Security for the purpose of receiving payment of principal of, any premium and (subject to Sections
305 and 307) interest on and any Additional Amounts with respect to such Security and for all other
purposes whatsoever, whether or not any payment with respect to such Security shall be overdue, and
none of the Issuer, the Guarantors, the Trustee or any agent of the Issuer any Guarantor or the
Trustee shall be affected by notice to the contrary.



     No Holder of any beneficial interest in any global Security held on its behalf by a Depository
shall have any rights under this Indenture with respect to such global Security, and such
Depository may be treated by the Issuer, the Guarantors, the Trustee, and any agent of the Issuer
or the Trustee as the owner of such global Security for all purposes whatsoever. None of the
Issuer, the Guarantors, the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.



     Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Guarantors, the
Trustee, any Paying Agent or the Security Registrar from giving effect to any written
certification, proxy or other authorization furnished by the applicable Depository, as a Holder,
with respect to a global Security or impair, as between such Depository and the owners of
beneficial interests in such global Security, the operation of customary practices governing the
exercise of the rights of such Depository (or its nominee) as the Holder of such global Security.



     Section 309 Cancellation.



     All Securities surrendered for payment, redemption, registration of transfer, exchange or
conversion or for credit against any sinking fund payment shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee, and any such Securities, as well as Securities



27









 




surrendered directly to the Trustee for any such purpose, shall be cancelled promptly by the
Trustee. The Issuer may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Issuer may have acquired in any manner
whatsoever, and all Securities so delivered shall be cancelled promptly by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by or pursuant to this Indenture. All
cancelled Securities held by the Trustee shall be destroyed by the Trustee in accordance with
customary procedures.




     Section 310 Computation of Interest.



     Except as otherwise provided in or pursuant to this Indenture or in the Securities of any
series, interest on the Securities shall be computed on the basis of a 360-day year of twelve
30-day months.



     Section 311 Original Issue Discount.



     If any of the Securities is an Original Issue Discount Security, the Issuer shall file with
the Trustee promptly at the end of each calendar year (1) a written notice specifying the amount of
original issue discount (including daily rates and accrual periods) accrued on such Outstanding
Original Issue Discount Securities as of the end of such year and (2) such other specific
information relating to such original issue discount as may then be relevant under the Internal
Revenue Code.



ARTICLE FOUR




SATISFACTION AND DISCHARGE OF INDENTURE



     Section 401 Satisfaction and Discharge.



     Unless, pursuant to Section 301, the provisions of this Section 401 shall not be applicable
with respect to the Securities of any series, upon the direction of the Issuer by a Issuer Order,
this Indenture shall cease to be of further effect with respect to any series of Securities
specified in such Issuer Order and any Guarantees of such Securities and the Trustee, on receipt of
a Issuer Order, at the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series, when




     (1) Either




     (a) all Securities of such series theretofore authenticated and delivered
(other than (i) Securities that have been mutilated, destroyed, lost or stolen and
which have been replaced or paid as provided in Section 306 and (ii) Securities for
whose payment money has theretofore been deposited in trust or segregated and held
in trust by the Issuer and thereafter repaid to the Issuer or discharged from such
trust, as provided in Section 1003) have been delivered to the Trustee for
cancellation; or



28









 






     (b) all Securities of such series not theretofore delivered to the Trustee for
cancellation




     (i) have become due and payable, or




     (ii) will become due and payable at their Stated Maturity within one
year, or




     (iii) if redeemable at the option of the Issuer, are to be called for
redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the name, and at
the expense, of the Issuer,




and the Issuer, in the case of (i), (ii) or (iii) above, has deposited or caused to
be deposited with the Trustee as trust funds in trust for such purpose, money in the
Currency in which such Securities are payable in an amount sufficient to pay and
discharge the entire indebtedness on such Securities, including the principal of,
any premium and interest on, and, to the extent that the Securities of such series
provide for the payment of Additional Amounts thereon and the amount of any such
Additional Amounts which are or will be payable with respect to the Securities of
such series is at the time of deposit reasonably determinable by the Issuer (in the
exercise by the Issuer of its sole and absolute discretion), any Additional Amounts
with respect to, such Securities to the date of such deposit (in the case of
Securities which have become due and payable) or to the Maturity thereof, as the
case may be;




     (2) the Issuer has paid or caused to be paid all other sums payable hereunder by the
Issuer; and




     (3)
the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture as to such series have been complied with.



     In the event there are Securities of two or more series Outstanding hereunder, the Trustee
shall be required to execute an instrument acknowledging satisfaction and discharge of this
Indenture only if requested to do so with respect to Securities of such series as to which it is
Trustee and if the other conditions thereto are met.



     At such time as the Issuer shall have effected satisfaction and discharge of this Indenture
with respect to any series of Securities, each Guarantor of the Securities of such series shall
(except as provided in the next succeeding paragraph) be automatically and unconditionally released
and discharged from all of its obligations under its Guarantee of the Securities of such series and
all of its other obligations under this Indenture in respect of the Securities of such series,
without any action by the Issuer, any Guarantor or the Trustee and without the consent of the
Holders of any Securities.



29









 





     Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Issuer to the Trustee under Section 606 and, if money shall have
been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the
respective obligations of the Trustee under Section 402 and the last paragraph of Section 1003
shall survive.



     Section 402 Defeasance and Covenant Defeasance.



     (1) Unless, pursuant to Section 301, either or both of (i) defeasance of the Securities of or
within a series under clause (2) of this Section 402 or (ii) covenant defeasance of the Securities
of or within a series under clause (3) of this Section 402 shall not be applicable with respect to
the Securities of such series, then such provisions, together with the other provisions of this
Section 402 (with such modifications thereto as may be specified pursuant to Section 301 with
respect to any Securities), shall be applicable to such Securities, and the Issuer may at its
option by Board Resolution, at any time, with respect to the Securities of or within such series,
elect to have Section 402(2) or Section 402(3) be applied to such Outstanding Securities upon
compliance with the conditions set forth below in this Section 402. Unless otherwise specified
pursuant to Section 301 with respect to the Securities of any series, defeasance under clause (2)
of this Section 402 and covenant defeasance under clause (3) of this Section 402 may be effected
with respect to any or all of the Outstanding Securities of any series. To the extent that the
terms of any Security established in or pursuant to this Indenture permit the Issuer, any of the
Guarantors or any Holder thereof to extend the date on which any payment of principal of, or
premium, if any, or interest, if any, on, or Additional Amounts, if any, with respect to such
Security is due and payable, then unless otherwise provided pursuant to Section 301, the right to
extend such date shall terminate upon defeasance or covenant defeasance, as the case may be.



     (2) Upon the Issuer’s exercise of the above option applicable to this Section 402(2) with
respect to any Securities of or within a series, the Issuer shall be deemed to have been discharged
from its obligations with respect to such Outstanding Securities on the date the conditions set
forth in clause (4) of this Section 402 are satisfied (hereinafter, “defeasance”). For this
purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the
entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to
be “Outstanding” only for the purposes of clause (5) of this Section 402 and the other Sections of
this Indenture referred to in clauses (i) through (iv) of this paragraph, and the Issue and the
Guarantors of the Securities of such series shall be deemed to have satisfied all of their
respective other obligations under such Securities and the Guarantees of such Securities and this
Indenture insofar as such Securities or such Guarantees are concerned (and the Trustee, at the
expense of the Issuer, shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged hereunder: (i) the rights
of Holders of such Outstanding Securities to receive, solely (except as provided in clause (ii)
below) from the trust fund described in clause (4)(a) of this Section 402 and as more fully set
forth in this Section 402 and Section 403, payments in respect of the principal of (and premium, if
any) and interest, if any, on, and Additional Amounts, if any, with respect to, such Securities
when such payments are due, (ii) the obligations of the Issuer, the Guarantors of the Securities of
such series and the Trustee with respect to such Securities under Sections 305, 306, 1002 and 1003
and, if applicable to the Securities of such series, any rights of Holders of such Securities
(unless otherwise provided pursuant to Section 301 with respect to the Securities of such series)



30









 




to convert or exchange, and the obligations of the Issuer to convert or exchange, such
Securities into Common Shares or other securities or property, and, if expressly provided pursuant
to Section 301 with respect to the Securities of such series, any rights of Holders of the
Securities of such series to require the Issuer to repurchase or repay, and the obligations of the
Issuer to repurchase or repay, such Securities at the option of such Holders as contemplated by
Article Thirteen hereof, and, if the Securities of such series provide for the payment of
Additional Amounts pursuant to Section 1004, the Issuer will remain obligated, following defeasance
of this Indenture with respect to the Securities of such series, to pay, and the Guarantees of the
Securities of such series will continue to Guarantee (on the terms and subject to the conditions
set forth in this Indenture, subject to any other terms of this Indenture, including any terms
established pursuant to Section 301 with respect to the Securities of such series, providing for
the release and discharge of any Guarantor from its Guarantee of the Securities of such series and
its other obligations under this Indenture in respect to the Securities of such series) the payment
of, Additional Amounts with respect to such Securities as contemplated by Section 1004, to the
extent (and only to the extent) that the Additional Amounts payable with respect to such Securities
exceed the amount deposited in respect of such Additional Amounts pursuant to clause 4(a) of this
Section 402, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and
(iv) this Section 402 and Sections 403 and 404. The Issuer may exercise its option under this
Section 402(2) notwithstanding the prior exercise of its option under Section 402(3) with respect
to such Securities. Upon the effectiveness of defeasance with respect to any series of Securities,
each Guarantor of the Securities of such series shall (except as provided in clause (ii) of the
next preceding sentence) be automatically and unconditionally released and discharged from all of
its obligations under its Guarantee of the Securities of such series and all of its other
obligations under this Indenture in respect of the Securities of such series, without any action by
the Issuer, any Guarantor or the Trustee and without the consent of the Holders of any Securities.




     (3) Upon the Issuer’s exercise of the above option applicable to this Section 402(3) with
respect to any Securities of or within a series, the Issuer shall be released from its obligations
under any covenants applicable to such Securities which are specified pursuant to Section 301 as
being subject to covenant defeasance on and after the date the conditions set forth in clause (4)
of this Section 402 are satisfied (hereinafter, “covenant defeasance”), and such Securities shall
thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in connection with any such
covenant, but shall continue to be deemed Outstanding for all other purposes hereunder. For this
purpose, such covenant defeasance means that with respect to such Outstanding Securities, the
Issuer may omit to comply with, and shall have no liability in respect of, any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such Section or such other covenant or by reason of reference in
any such Section or such other covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a default or an Event of Default under Section 501, as
the case may be, but, except as specified above, the remainder of this Indenture and such
Securities and the Guarantees thereof shall be unaffected thereby.



     (4) The following shall be the conditions to application of clause (2) or (3) of this Section
402 to any Outstanding Securities of or within a series:



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     (a) The Issuer shall irrevocably have deposited or caused to be deposited with
the Trustee (or another trustee satisfying the requirements of
Section 608 who shall
agree to comply with the provisions of this Section 402 applicable to it) as trust
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 such
Securities, (1) an amount in Dollars or in such Foreign Currency in which such
Securities appertaining thereto are then specified as payable at Stated Maturity or,
if such defeasance or covenant defeasance is to be effected in compliance with
subsection (f) below, on the relevant Redemption Date, as the case may be, or (2)
Government Obligations applicable to such Securities (determined on the basis of the
Currency in which such Securities are then specified as payable at Stated Maturity
or, if such defeasance or covenant defeasance is to be effected in compliance with
subsection (f) below, on the relevant Redemption Date, as the case may be) which
through the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the due date
of any payment of principal of (and premium, if any) and interest, if any, on such
Securities, money in an amount, or (3) a combination thereof, in any case, in an
amount, sufficient, without consideration of any reinvestment of such principal and
interest, 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, (y) the principal of (and premium, if any) and
interest, if any, on, and, to the extent that such Securities provide for the
payment of Additional Amounts thereon and the amount of any such Additional Amounts
which are or will be payable with respect to the Securities of such series is at the
time of deposit reasonably determinable by the Issuer (in the exercise by the Issuer
of its sole and absolute discretion), any Additional Amounts with respect to, such
Outstanding Securities on the Stated Maturity of such principal or installment of
principal or interest or the applicable Redemption Date, as the case may be, and (z)
any mandatory sinking fund payments or analogous payments applicable to such
Outstanding Securities on the day on which such payments are due and payable in
accordance with the terms of this Indenture and of such Securities.




     (b) Such defeasance or covenant defeasance shall not result in a breach or
violation of, or constitute a default under, this Indenture.




     (c) No Event of Default or event which with notice or lapse of time or both
would become an Event of Default with respect to such Securities shall have occurred
and be continuing on the date of such deposit.




     (d) In the case of defeasance pursuant to Section 402(2), the Issuer shall have
delivered to the Trustee Opinion of Counsel reasonably acceptable to
the Trustee stating that (x) the Issuer has received from, or there has been
published by, the Internal Revenue Service a ruling, or (y) since the date of this
Indenture there has been a change in applicable U.S. federal income tax law,



32









 







in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such Outstanding Securities
will not recognize income, gain or loss for U.S. federal income tax purposes as a
result of such defeasance and will be subject to U.S. federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred; or, in the case of covenant defeasance pursuant to
Section 402(3), the Issuer shall have delivered to the Trustee
an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the
Holders of such Outstanding Securities will not recognize income, gain or loss for
U.S. federal income tax purposes as a result of such covenant defeasance and will be
subject to U.S. federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such covenant defeasance had not
occurred.




     (e)
The Issuer shall have delivered to the Trustee an Officer’s Certificate and
an Opinion of Counsel, each stating that all conditions precedent to the defeasance
or covenant defeasance, as the case may be, under this Indenture have been complied
with.




     (f) If the monies or Government Obligations or combination thereof, as the case
may be, deposited under clause (a) above are sufficient to pay the principal of, and
premium, if any, and interest, if any, on and, to the extent provided in such clause
(a), Additional Amounts with respect to, such Securities provided such Securities
are redeemed on a particular Redemption Date, the Issuer shall have given the
Trustee irrevocable instructions to redeem such Securities on such date and to
provide notice of such redemption to Holders as provided in or pursuant to this
Indenture.




     (g) Notwithstanding any other provisions of this Section 402(4), such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed on
the Issuer in connection therewith pursuant to Section 301.



     (5) Subject to the provisions of the last paragraph of Section 1003, all money and Government
Obligations (or other property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee—collectively for purposes of this
Section 402(5) and Section 403, the “Trustee”) pursuant to clause (4)(a) of Section 402 in respect
of any Outstanding Securities of any series 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 (other than the Issuer or any Guarantor of the Securities of
the applicable series or any Subsidiary or Affiliate of the Issuer or any such Guarantor acting as
Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and
to become due thereon in respect of principal (and premium, if any) and interest and Additional
Amounts, if any, but such money need not be segregated from other funds except to the extent
required by law.



33









 





     The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge, imposed
on or assessed against the Government Obligations deposited pursuant to this Section 402 or the
principal or 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 such Outstanding Securities.



     Anything in this Section 402 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Issuer from time to time upon Issuer Request any money or Government Obligations (or other
property and any proceeds therefrom) held by it as provided in clause (4)(a) of this Section 402
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 a defeasance or covenant defeasance, as
applicable, in accordance with this Section 402.



     Section 403 Application of Trust Money.



     Subject to the provisions of the last paragraph of Section 1003, all money and Government
Obligations deposited with the Trustee pursuant to Section 401 shall be held in trust and applied
by it, in accordance with the provisions of the Securities and this Indenture, to the payment,
either directly or through any Paying Agent (other than the Issuer or any Guarantor of the Securities of
the applicable series or any Subsidiary or Affiliate of the Issuer or any such Guarantor acting as
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, interest
and Additional Amounts for whose payment such money has or Government Obligations have been
deposited with or received by the Trustee; but such money and Government Obligations need not be
segregated from other funds except to the extent required by law.



     Section 404 Reinstatement.



     If the Trustee or Paying Agent is unable to apply any United States Dollars or Government
Securities in accordance with Section 402 hereof, as the case may be, by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Issuer’s and the applicable Guarantors’ respective obligations under
this Indenture and the Securities of such series and the Guarantees of such Securities shall be
revived and reinstated as though no deposit had occurred pursuant to Section 402 hereof until such
time as the Trustee (or other qualifying trustee) or Paying Agent is permitted to apply all such
money in accordance with Section 402 hereof, as the case may be; provided that, if the
Issuer or any Guarantor makes any payment of principal of, premium
and Additional Amounts, if any,
or interest on any Securities following the reinstatement of its obligations, the Issuer or such
Guarantor, as the case may be, shall be subrogated to the rights of the Holders of such Securities
to receive such payment from the money held by the Trustee (or other qualifying trustee) or Paying
Agent.



ARTICLE FIVE




REMEDIES



     Section 501 Events of Default.




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     “Event
of Default,” wherever used herein with respect to Securities of any series, means any
one of the following events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body)
unless such event is specifically deleted or modified in or pursuant to the supplemental indenture,
Board Resolution or Officer’s Certificate pursuant to a Board
Resolution establishing the terms of such series pursuant to this
Indenture:




     (1) default in payment when due and payable, upon redemption, acceleration or
otherwise, of principal of, or premium, if any, on the Securities; or




     (2) default for 30 days or more in the payment when due of interest on or with respect
to the Securities; or




     (3) default in the deposit of any sinking fund payment when and as due with respect to
any of the Securities of such series; or




     (4) default in the performance, or breach, of any covenant or warranty of the Issuer in
the Indenture, and continuance of such default or breach for a period of 60 days after there
has been given written notice by the Trustee or the holders of at least 10% in principal amount of the
Outstanding debt securities with a copy to the trustee specifying such default or breach and requiring it to be
remedied; or




     (5) the Issuer pursuant to or under or within the meaning of any Bankruptcy Law:




     (i) commences proceedings to be adjudicated bankrupt or insolvent;




     (ii) consents to the institution of bankruptcy or insolvency
proceedings against it, or the filing by it of a petition or answer or
consent seeking reorganization or relief under applicable Bankruptcy law;




     (iii) consents to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator or other similar official of it or for all or
substantially all of its property;




     (iv) makes a general assignment for the benefit of its creditors; or




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




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




     (i) is for relief against the Issuer in an involuntary case or
proceeding; or



35









 






     (ii) appoints a trustee, receiver, liquidator, custodian or other
similar official of the Issuer or any substantial part of their respective
properties; or




     (iii) orders the liquidation of the Issuer;




and, in each case in this clause (6), the order or decree remains unstayed and in effect for
60 consecutive days; or




     (7) the Guarantee of any Significant Subsidiary shall for any reason cease to be in
full force and effect or be declared null and void or any responsible officer of any
Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any
further liability under its Guarantee or gives notice to such effect, other than by reason
of the termination of this Indenture or the release of any such Guarantee in accordance with
this Indenture; or




     (8) any other Event of Default provided in or pursuant to this Indenture with respect
to Securities of such series.



     Section 502 Acceleration of Maturity; Rescission and Annulment.



     If any Event of Default (other than an Event of Default specified in clause (5) or (6) of
Section 501 hereof) occurs and is continuing under this Indenture, the Trustee or the Holders of at
least 25% in principal amount of the then total Outstanding Securities may declare the principal,
premium, if any, interest and any other monetary obligations on all the then Outstanding Securities
to be due and payable immediately. Upon the effectiveness of such declaration, such principal and
interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate
the Securities if and so long as a committee of its Responsible Officers in good faith determines
acceleration is not in the best interest of the Holders of the Securities.



     Notwithstanding the foregoing, in the case of an Event of Default arising under clause (5) or
(6) of Section 501 hereof, all Outstanding Securities shall be due and payable immediately without
further action or notice.



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



36









 




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




     Section 503 Collection of Indebtedness and Suits for Enforcement by Trustee.



     The Issuer covenants that if:




     (1) default is made in the payment of any interest on, or any Additional Amounts
payable in respect of any interest on, any Security when such interest or Additional
Amounts, as the case may be, shall have become due and payable and such default continues
for a period of 30 days, or




     (2) default is made in the payment of any principal of or premium, if any, on, or any
Additional Amounts payable in respect of any principal of or premium, if any, on, any
Security at its Maturity, or




     (3) default is made in the deposit of any sinking fund payment when due,


the Issuer shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of
such Securities, the whole amount of money then due and payable with respect to such Securities,
with interest upon the overdue principal, any premium and, to the extent permitted by applicable
law, upon any overdue installments of interest and Additional Amounts at the rate or respective
rates, as the case may be, provided for or with respect to such Securities or, if no such rate or
rates are so provided, at the rate or respective rates, as the case may be, of interest borne by
such Securities, and, in addition thereto, such further amount of money 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 and all other amounts due to the
Trustee under Section 606.




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



     Section 504 Trustee May File Proofs of Claim.



          The Trustee is authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Securities allowed in any judicial proceedings relative to the
Issuer (or any other obligor upon the Securities including the Guarantors), its creditors or its
property and shall be entitled and empowered to participate as a member in any official committee
of creditors appointed in such matter and to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the
event that the Trustee shall consent to the making of such






37









 







payments directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under Section 606 hereof. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 606 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.




     Section 505 Trustee May Enforce Claims without Possession of Securities.



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



     Section 506 Application of Money Collected.



     Any money collected by the Trustee pursuant to this Article with respect to the Securities of
any series shall be applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, or any premium, interest or
Additional Amounts, upon presentation of such Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:




     FIRST:
To the payment of all amounts due the Trustee, Registrar, Transfer
Agent and Paying Agent and any predecessor
thereof under Section 606;




     SECOND: To the payment of the amounts then due and unpaid upon the Securities
for principal and any premium, interest and Additional Amounts 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 aggregate amounts due and
payable on such Securities for principal and any premium, interest and Additional
Amounts;




     THIRD: The balance, if any, to the Person or Persons entitled thereto.



     Section 507 Limitations on Suits.



38









 





     No Holder of any Security of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless




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




     (2)
Holders of at least 25% in principal amount of the total Outstanding
Securities have
requested the Trustee to pursue the remedy;




     (3) Holders of the Securities have offered the Trustee security or indemnity reasonably
satisfactory to it against any loss, liability or expense;




     (4) the Trustee has not complied with such request within 60 days after the receipt
thereof and the offer of security or indemnity; and




     (5) Holders of a majority in principal amount of the total Outstanding Securities have
not given the Trustee a direction inconsistent with such request within such 60-day period.



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




     Section 508 Unconditional Right of Holders to Receive Principal and any Premium, Interest and
Additional Amounts.



     Notwithstanding any other provision of this Indenture, the right of any Holder of a Security
to receive payment of principal, premium, if any, Additional Interest, if any, and interest on
the Security, on or after the respective due dates expressed in the Security, or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.



     Section 509 Restoration of Rights and Remedies.



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



     Section 510 Rights and Remedies Cumulative.



     To the extent permitted by applicable law and except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee or



39









 




to each and every Holder of a Security is intended to be exclusive of any other right or
remedy, and every right and remedy, to the extent permitted by applicable law, shall be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not, to the extent permitted by applicable law, prevent the concurrent assertion
or employment of any other appropriate right or remedy.




     Section 511 Delay or Omission Not Waiver.



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



     Section 512 Control by Holders of Securities.



     The Holders of a majority in aggregate principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Securities of such series, provided that




     (1) such direction shall not be in conflict with any rule of law or with this Indenture
or with the Securities of any series,




     (2) the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction, and




     (3) such direction is not unduly prejudicial to the rights of the other Holders of
Securities of such series not joining in such action.



     Section 513 Waiver of Past Defaults.



     The Holders of not less than a majority in aggregate principal amount of the Outstanding
Securities of any series on behalf of the Holders of all the Securities of such series may waive
any past default hereunder with respect to such series and its consequences, except




     (1) a default in the payment of the principal of, any premium or interest on, or any
Additional Amounts with respect to, any Security of such series, or




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



40









 





     Upon any such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon.



     Section 514 Waiver of Usury, Stay or Extension Laws.



     Each of the Issuer and each of the Guarantors covenants that (to the extent that it may
lawfully do so) it will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury law or any other law
wherever enacted, now or at any time hereafter in force, which would prohibit or forgive the Issuer
or such Guarantor, as the case may be, from paying all or any portion of the principal of or
premium, if any, or interest, if any, on or Additional Amounts, if any, with respect to any
Securities (in the case of Issuer) or from paying any amount due under any of its Guarantees (in
the case of such Guarantor) as contemplated herein and therein or which may affect the covenants or
the performance of this Indenture or the Securities (in the case of Issuer) or this Indenture or
any of its Guarantees (in the case of such Guarantor); and each of the Issuer and each Guarantor
(to the extent that it may lawfully do so) 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 or the Holders, but will suffer and permit the execution of every such power
as though no such law had been enacted.



     Section 515 Undertaking for Costs.



     All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted to be taken by it as Trustee, the filing by any party litigant in such suit
of any undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and disbursements, against any party
litigant in such suit having due regard to the merits and good faith of the claims or defenses made
by such party litigant; but the provisions of this Section 515 shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of Outstanding Securities of any series.



ARTICLE SIX




THE TRUSTEE



     Section 601 Certain Rights of Trustee.



     Subject to Sections 315(a) through 315(d) of the Trust Indenture Act:




     (1)
The Trustee may conclusively
rely upon any document 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, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney
at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or
investigation;




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     (2)
Before the Trustee
acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both.  The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;




     (3)
The Trustee may act
through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed
with due care;




     (4)
The Trustee shall not
be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers
conferred upon it by this Indenture;




     (5)
Unless otherwise
specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed
by an Officer of the Issuer;






     (6)
None of the provisions
of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise,
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds
for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it;




     (7)
The Trustee shall not be
deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Notes and this Indenture;



     (8)
In no event shall the
Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not
limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action;




     (9)
The rights, privileges,
protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to
act hereunder;





     (10) In the event the Issuer is required to pay Additional Interest, the Issuer will provide written
notice to the Trustee of the Issuer’s obligation to pay Additional Interest no later than 15 days
prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional
Interest to be paid by the Issuer. The Trustee shall not at any time be under any duty or
responsibility to any Holders to determine whether the Additional Interest is payable and the
amount thereof.



     Section 602 Notice of Defaults.



          If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall
mail to Holders of Securities a notice of the Default within 90 days after it occurs. Except in
the case of a Default relating to the payment of principal, premium, if any, or interest on any
Security, the Trustee may withhold from the Holders notice of any continuing default if and so






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long as a committee of its Responsible Officers in good faith determines that withholding the
notice is in the interests of the Holders of the Securities. The Trustee shall not be deemed to
know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is such a default is received by the Trustee at the
Corporate Trust Office of the Trustee.




     Section 603 Not Responsible for Recitals or Issuance of Securities.



     The recitals contained herein and in the Securities, except the Trustee’s certificate of
authentication, shall be taken as the statements of the Issuer and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities, except
that the Trustee represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the statements made by
it in a Statement of Eligibility on Form T-1 supplied to the Issuer are true and accurate, subject
to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Issuer of the Securities or the proceeds thereof.



     Section 604 May Hold Securities.



     The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
Person that may be an agent of the Trustee, the Issuer or any Guarantor, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to Sections 310(b) and
311 of the Trust Indenture Act, may otherwise deal with the Issuer and each Guarantor with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar
or such other Person.



     Section 605 Money Held in Trust.



     Money held by the Trustee in trust hereunder shall, until used or applied as herein provided,
be held in trust for the purposes for which they were received, but need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed with the Issuer or any
Guarantor.



     Section 606 Compensation and Reimbursement.



     The Issuer agrees:




     (1) to pay to the Trustee from time to time reasonable compensation for all services
rendered by the Trustee hereunder (which compensation shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust);




     (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including the



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reasonable compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to the Trustee’s
negligence or bad faith; and




     (3) to indemnify the Trustee and its agents for, and to hold them harmless against, any
loss, liability or reasonable expense (including, without limitation, the reasonable fees
and disbursements of the Trustee’s agents, legal counsel, accountants and experts) incurred
without negligence or bad faith on their part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the reasonable
costs and expenses of defending themselves against any claim or liability in connection with
the exercise or performance of any of their powers or duties hereunder, except to the extent
that any such loss, liability or expense was due to the Trustee’s negligence, willful
misconduct or bad faith.



     As security for the performance of the obligations of the Issuer under this Section, the
Trustee shall have a Lien prior to the Securities of any series upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the payment of principal of, or
premium or interest on or any Additional Amounts with respect to Securities.



     Any compensation or expense incurred by the Trustee after a default specified by Section 501
is intended to constitute an expense of administration under any then applicable bankruptcy or
insolvency law. “Trustee” for purposes of this Section 606 shall include any predecessor Trustee
but the negligence or bad faith of any Trustee shall not affect the rights of any other Trustee
under this Section 606. The provisions of this Section 606 shall, to the extent permitted by
applicable law, survive any termination of this Indenture (including, without limitation,
termination pursuant to any Bankruptcy Laws) and the resignation or
removal of the Trustee.
As used in this Section 606, “Trustee” shall also include
each of the Registrar, Paying Agent and Transfer Agent, as applicable.



     Section 607 Conflicting Interests.



     If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the
manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.



     To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with respect to Securities
of more than one series.



     Section 608 Corporate Trustee Required; Eligibility.



          There shall at all times be a Trustee hereunder that is a corporation or national banking
association organized and doing business under the laws of the United States of America or of any
state thereof that is authorized under such laws to exercise corporate trustee power, that is
subject to supervision or examination by federal or state authorities and that has a combined
capital and surplus of at least $50,000,000 as set forth in its most recent published annual report
of condition.






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




     Section 609 Resignation and Removal; Appointment of Successor.



     (1) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee pursuant to Section 609.



     (2) The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Issuer. If the instrument of acceptance by a successor
Trustee required by Section 609 shall not have been delivered to the Trustee within 90 days after
the giving of such notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to such series.



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



     (4) If at any time:




     (a) the Trustee shall fail to comply with the obligations imposed upon it under
Section 310(b) of the Trust Indenture Act with respect to Securities of any series
after written request therefor by the Issuer or any Holder of a Security of such
series who has been a bona fide Holder of a Security of such series for at least six
months, or




     (b) the Trustee shall cease to be eligible under Section 608 and shall fail to
resign after written request therefor by the Issuer or any such Holder, or




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


then, in any such case, (i) the Issuer, by or pursuant to a Board Resolution, may remove the
Trustee with respect to all Securities or the Securities of such series, or (ii) subject to Section
315(e) of the Trust Indenture Act, any Holder of a Security who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee with respect
to all Securities of such series and the appointment of a successor Trustee or Trustees.




     (5) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Issuer, by or pursuant to a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of that or those series (it being understood
that any such successor Trustee may be appointed with respect to the Securities of one or more or
all



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of such series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable requirements of Section
609. If, within one year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed
by Act of the Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the applicable requirements of
Section 609, become the successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Issuer. If no successor Trustee with
respect to the Securities of any series shall have been so appointed by the Issuer or the Holders
of Securities and accepted appointment in the manner required by Section 609, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at least six months may,
on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.




     (6) The Issuer shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series by providing written notice of such event to the Holders of Securities of such series in the manner provided in Section 106. Each
notice shall include the name of the successor Trustee with respect to the Securities of such
series and the address of its Corporate Trust Office.



     As
used in this Section 609, “Trustee” shall also include
each of the Registrar, Paying Agent and Transfer Agent, as applicable.




     Section 610 Acceptance of Appointment by Successor.



     (1) Upon the appointment hereunder of any successor Trustee with respect to all Securities,
such successor Trustee so appointed shall execute, acknowledge and deliver to the Issuer, the
Guarantors and the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties hereunder of the retiring Trustee; but, on the request of the Issuer, any
Guarantor or such successor Trustee, such retiring Trustee, upon payment of its charges, shall
execute and deliver an instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and, subject to Section 1003, shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring Trustee hereunder,
subject nevertheless to its claim, if any, provided for in Section 606.



     (2) Upon the appointment hereunder of any successor Trustee with respect to the Securities of
one or more (but not all) series, the Issuer, the Guarantors, the retiring Trustee and such
successor Trustee shall execute and deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, such successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to which the retiring



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Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee, it being understood
that nothing herein or in such supplemental indenture shall constitute such Trustee’s co-trustees
of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate
and apart from any trust or trusts hereunder administered by any other such Trustee and that no
Trustee shall be responsible for any notice given to, or received by, or any act or failure to act
on the part of any other Trustee hereunder, and, upon the execution and delivery of such
supplemental indenture, the resignation or removal of the retiring Trustee shall become effective
to the extent provided therein, such retiring Trustee shall have no further responsibility for the
exercise of rights and powers or for the performance of the duties and obligations vested in the
Trustee under this Indenture with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates other than as hereinafter expressly set forth, and
such successor Trustee, without any further act, deed or conveyance, shall become vested with all
the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates; but, on request of
the Issuer, any Guarantor or such successor Trustee, such retiring Trustee, upon payment of its
charges with respect to the Securities of that or those series to which the appointment of such
successor relates and subject to Section 1003 shall duly assign, transfer and deliver to such
successor Trustee, to the extent contemplated by such supplemental indenture, the property and
money held by such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates, subject to its claim, if any,
provided for in Section 606.




     (3) Upon request of any Person appointed hereunder as a successor Trustee, the Issuer and the
Guarantors shall execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph
(1) or (2) of this Section, as the case may be.



     (4) No Person shall accept its appointment hereunder as a successor Trustee unless at the time
of such acceptance such successor Person shall be qualified and eligible under this Article.



     Section 611 Merger, Conversion, Consolidation or Succession to Business.



     Any Corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any Corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any Corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder (provided
that such Corporation shall otherwise be qualified and eligible under this Article), without the
execution or filing of any paper or any further act on the part of any of the parties hereto. In
case any Securities shall have been authenticated but not delivered by the Trustee then in office,
any such successor to such authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities. In case any Securities shall not have been authenticated by such
predecessor Trustee, any such successor Trustee may authenticate and deliver such Securities in
either its own name or that of its predecessor Trustee.



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     Section 612 Appointment of Authenticating Agent.



          The Trustee may appoint an Authenticating Agent acceptable to the Issuer to authenticate
Securities. An Authenticating Agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes authentication by such
agent. An Authenticating Agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Issuer.




ARTICLE SEVEN




HOLDERS LISTS AND REPORTS BY TRUSTEE, ISSUER AND GUARNATORS



     Section 701 Issuer to Furnish Trustee Names and Addresses of Holders.



     In accordance with Section 312(a) of the Trust Indenture Act, the Issuer shall furnish or
cause to be furnished to the Trustee




     (1) semi-annually with respect to Securities of each series not later than [•] and
[•] of the year or upon such other dates as are set forth in or pursuant to the Board
Resolution or indenture supplemental hereto authorizing such series, a list, in each case in
such form as the Trustee may reasonably require, of the names and addresses of Holders as of
the applicable date, and




     (2) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Issuer of any such request, a list of similar form and content as of a date
not more than 15 days prior to the time such list is furnished,


provided, however, that so long as the Trustee is the Security Registrar no such list shall be
required to be furnished.




     Section 702 Preservation of Information; Communications to Holders.



     The Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of the
Trust Indenture Act.



     Every Holder of Securities, by receiving and holding the same, agrees with the Issuer, the
Guarantors and the Trustee that none of the Issuer, the Guarantors, the Trustee, any Paying Agent
or any Security Registrar shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders of Securities in accordance with Section
312(c) of the Trust Indenture Act, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 312(b) of the Trust Indenture Act.



     Section 703 Reports by Trustee.



     (1) Within 60 days after [•] of each year commencing with the first [•] following the first
issuance of Securities pursuant to Section 301, if required by Section 313(a) of the Trust
Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a



48









 




brief report dated as of such [•] with respect to any of the events specified in said Sections
313(a) and 313(b)(2) which may have occurred since the later of the immediately preceding [•] and
the date of this Indenture.




     (2) The Trustee shall transmit the reports required by Section 313(a) of the Trust Indenture
Act at the times specified therein.



     (3) Reports pursuant to this Section shall be transmitted in the manner and to the Persons
required by Sections 313(c) and 313(d) of the Trust Indenture Act.



     Section 704 Reports by Issuer and Guarantors.



     The Issuer and each Guarantor pursuant to Section 314(a) of the Trust Indenture Act, shall:




     (1)
file with the Trustee, for distribution to a Holder of Securities
upon such Holder’s request, within 15 days after the Issuer or such Guarantor, as the
case may be, is required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations prescribe)
which the Issuer or such Guarantor, as the case may be, may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Issuer or
any Guarantor is not required to file information, documents or reports pursuant to either
of said Sections, then it shall file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be required pursuant
to Section 13 of the Exchange Act in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such rules and
regulations;




     (2)
file with the Trustee, for distribution to a Holder of Securities
upon such Holder’s request, and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such additional information, documents and
reports with respect to compliance by the Issuer or such Guarantor, as the case may be, with
the conditions and covenants of this Indenture as may be required from time to time by such
rules and regulations; and




     (3)
transmit within 30 days after the filing thereof with the Trustee, for distribution to a Holder of Securities
upon such Holder’s request, in the manner
and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of
any information, documents and reports required to be filed by the Issuer or such Guarantor,
as the case may be, pursuant to paragraphs (1) and (2) of this Section as may be required by
rules and regulations prescribed from time to time by the Commission.



ARTICLE EIGHT




CONSOLIDATION, MERGER AND SALES



     Section 801 Issuer May Consolidate, Etc., Only on Certain Terms.



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     The Issuer shall not, in any transaction or series of related transactions, consolidate with,
or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its
property and assets to, or merge with or into or wind up into, any Person unless:




     (1) either (A) the Issuer shall be the continuing Person (in the case of a merger) or
(B) the successor Person (if other than the Issuer) formed by or resulting from the
consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or
other disposition will have been made is a corporation organized or existing under the laws
of the jurisdiction of organization of the applicable issuer or the laws of the United
States, any state thereof, the District of Columbia, or any territory thereof (such Person,
as the case may be, being herein called the “Successor Issuer”);




     (2) the Successor Issuer, if other than the Issuer, shall expressly assume all the
obligations of the Issuer pursuant to supplemental indentures or other documents or
instruments in form reasonably satisfactory in form to the Trustee;




     (3) immediately after giving effect to the transaction described above, no Event of
Default under this Indenture, and no event which, after notice or lapse of time or both
would become an Event of Default under the applicable indenture, shall have occurred and be
continuing;




     (4) each Guarantor, unless it is the other party to the transactions described above,
shall have by supplemental indenture confirmed that its Guarantee shall apply to such
person’s obligations under this Indenture and Securities; and




     (5) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer and such
supplemental indentures, if any, comply with this Indenture and, if a supplemental indenture
is required in connection with such transaction, such supplement shall comply with the
applicable provisions of this Indenture.



     Immediately after giving pro forma effect to
the transaction described above, (1) the Collateral owned by the successor Person will continue to constitute Collateral under the
applicable indenture and related security documents and (2) to the extent any assets of the Person which is merged or consolidated
with or into the successor Person are assets of the type which would constitute Collateral under the related security documents,
the Successor Company will take such action as may be reasonably necessary to cause such property and assets to be made subject to
the Lien of the security documents in the manner and to the extent required by the Indenture.



     Section 802 Successor Person Substituted for Issuer.



     In the case of any such merger, consolidation, sale, assignment, transfer, lease, conveyance
or other disposition in which the Issuer is not the continuing entity and upon execution and
delivery by the successor Person of the supplemental indenture described in Section 801, such
successor Person shall succeed to, and be substituted for, the Issuer and may exercise every right
and power of, the Issuer under this Indenture with the same effect as if such successor Person had
been named as the Issuer herein, and the predecessor Issuer shall be automatically released and
discharged from all obligations and covenants under this Indenture, the Securities.



ARTICLE NINE




SUPPLEMENTAL INDENTURES



     Section 901 Supplemental Indentures without Consent of Holders.



50









 





     Without the consent of any Holders of Securities, the Issuer (when authorized by or pursuant
to a Board Resolution), the Guarantors (each when authorized by a Guarantor’s Board Resolution) and
the Trustee, at any time and from time to time, may enter into one or more indentures supplemental
hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:




     (1) to evidence the succession of another Person to the Issuer or a Guarantor, and the
assumption by any such successor of the covenants of the Issuer or such Guarantor, as the
case may be, contained herein and in the Securities or the Guarantees of such Guarantor, as
the case may be; or




     (2) to add to the covenants of the Issuer or any Guarantor for the benefit of the
Holders of all or any series of Securities (as shall be specified in such supplemental
indenture or indentures) or to surrender any right or power herein conferred upon the Issuer
or any Guarantor with respect to all or any series of Securities issued under this Indenture
(as shall be specified in such supplemental indenture or indentures); or




     (3) to add any additional Events of Default with respect to all or any series of
Securities (as shall be specified in such supplemental indenture); or




     (4) to change or eliminate any of the provisions of this Indenture, provided that any
such change or elimination shall become effective only when there are no Outstanding
Securities of any series created prior to the execution of such supplemental indenture that
is entitled to the benefit of such provision and as to which such supplemental indenture
would apply; or




     (5) to secure or, if applicable, to provide additional security for all or any
Securities or Guarantees issued under this Indenture and all or any guarantees, if any, of
all or any such Securities and to provide for any and all matters relating thereto, and to
provide for the release of any collateral as security for all or any Securities or all or
any guarantees, if any, of all or any Securities in accordance with the terms of this
Indenture; or




     (6) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance, covenant defeasance and/or satisfaction
and discharge of any series of Securities pursuant to Article Four, provided that any such
action shall not adversely affect the interests of any Holder of a Security of such series
or any other Security in any material respect; or




     (7) 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, pursuant to the
requirements of Section 609; or




     (8) to cure any ambiguity, omission, defect or inconsistency or to correct or
supplement any provision herein which may be defective or which may be inconsistent with any
other provision herein, or to make any other provisions with respect to matters



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or questions arising under this Indenture; or




     (9) to change any place or places where the principal of and premium, if any, and
interest, if any, on the Securities s shall be payable, the Securities may be surrendered
for registration or transfer, the Securities may be surrendered for exchange, and notices
and demands upon the Issuer may be served; or




     (10) to comply with requirements of the Commission in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act of 1939; or




     (11) to conform the text of this Indenture, the Guarantees or the Securities to
any provision of the “Description of the secured notes” and
“Description of the unsecured notes” sections of the prospectus supplement to the
extent that such provision in such “Description of the secured
notes” or “Description of the unsecured notes” section was intended to be a
verbatim recitation of a provision of this Indenture; or




     (12) to make any amendment to the provisions of this Indenture relating to the transfer
and legending of Securities as permitted by this Indenture, including, without limitation to
facilitate the issuance and administration of the Notes; provided, however, that (i)
compliance with this Indenture as so amended would not result in Notes being transferred in
violation of the Securities Act or any applicable securities law and (ii) such amendment
does not materially and adversely affect the rights of Holders to transfer Securities; or




     (13) to add additional Guarantees or additional Guarantors in respect of all or any
Securities under this Indenture, and to evidence the release and discharge of any Guarantor
from its obligations under its Guarantee of any or all Securities and its obligations under
this Indenture in respect of any or all Securities in accordance with the terms of this
Indenture.



     Section 902 Supplemental Indentures with Consent of Holders.



     With the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture, by Act of said
Holders delivered to the Issuer and the Trustee, the Issuer (when authorized by or pursuant to a
Board Resolution), the Guarantors (each when authorized by or pursuant to a Guarantor’s Board
Resolution) and the Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of the Securities of such series or the Guarantees of such Securities or of
modifying in any manner the rights of the Holders of Securities of such series under this
Indenture; provided, that no such supplemental indenture, without the consent of the Holder of each
Outstanding Security affected thereby, shall




     (1) change the Stated Maturity of the principal of, or installment of interest, if any,
on, Securities of any series, or reduce the principal amount thereof or the interest thereon
or any premium payable upon redemption thereof, or



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     (2) change the Currency in which the principal of (and premium, if any) or interest on
such Securities are denominated or payable;




     (3) adversely affect the right of repayment or repurchase, if any, at the option of the
Holder after such obligation arises, or reduce the amount of, or postpone the date fixed
for, any payment under any sinking fund or impair the right to institute suit for the
enforcement of any payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date);




     (4) reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any such supplemental indenture, or the
consent of whose Holders is required for any waiver (of compliance with certain provisions
of this Indenture or certain defaults hereunder and their consequences) provided for in this
Indenture, or




     (5) modify any of the provisions of this Section, Section 513 or Section 1006; or




     (6) impair the right of any Holder to receive payment of principal of, or interest on
such Holder’s Securities on or after the due dates therefor or to institute suit for the
enforcement of any payment on or with respect to such Holder’s Securities; or




     (7) except as expressly permitted by this Indenture, modify the Guarantees of any
Significant Subsidiary in any manner adverse to the Holders of the Securities.



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



     Anything in this Indenture to the contrary notwithstanding, if more than one series of
Securities is Outstanding, the Issuer and the Guarantors shall be entitled to enter into a
supplemental indenture under this Section 902 with respect to any one or more series of Outstanding
Securities without entering into a supplemental indenture with respect to any other series of
Outstanding Securities.



     It shall not be necessary for any Act of Holders of Securities under this Section to approve
the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof.



     Section 903 Execution of Supplemental Indentures.



     As a condition to executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trust created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through



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315(d) of
the Trust Indenture Act) shall be fully protected in relying upon, an Officer’s
Certificate and an Opinion of Counsel to the effect that the execution of such supplemental indenture is authorized or
permitted by this Indenture and that such supplemental indenture has been duly authorized, executed
and delivered by, and is a valid, binding and enforceable obligation of, the Issuer and the
Guarantors, subject to customary exceptions. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise.




     Section 904 Effect of Supplemental Indentures.



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



     Section 905 Reference in Securities to Supplemental Indentures.



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



     Section 906 Conformity with Trust Indenture Act.



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



ARTICLE TEN




COVENANTS



     Section 1001 Payment of Principal, Premium, Interest and Additional Amounts.



     The Issuer covenants and agrees for the benefit of the Holders of the Securities of each
series that it shall pay or cause to be paid the principal of, premium, if any, and interest on the Securities on the dates and in the manner provided in the
Securities. Principal, premium, if any, and interest shall be considered paid on the date due if
the Paying Agent, if other than the Issuer or a Subsidiary, holds as of noon Eastern Time on the
due date money deposited by the Issuer in immediately available funds and designated for and
sufficient to pay all principal, premium, if any, and interest then due.



     The Issuer shall pay interest on overdue principal at the rate equal to the then applicable
interest rate on Security to the extent lawful; it shall pay interest overdue installments of
interest (without regard to any applicable grace period) at the same rate
to the extent lawful.



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     Section 1002 Maintenance of Office or Agency.



          The Issuer shall maintain, an office or
agency (which may be an office of the Trustee or an Affiliate of the Trustee, Registrar or
co-registrar) where any series of Securities may be surrendered for registration of transfer or for
exchange and where notices and demands to or upon the Issuer in respect of the Securities and this
Indenture may be served. The Issuer 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 Issuer
shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee.




          The Issuer 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; provided that no such designation or rescission shall in
any manner relieve the Issuer of its obligation to maintain an office or agency for such purposes. The Issuer shall give prompt written notice
to the Trustee of any such designation or rescission and of any change in the location of any such
other office or agency.




     Unless otherwise provided in or pursuant to this Indenture (including, without limitation,
pursuant to Section 301 with respect to the Securities of any series), the Issuer hereby designates
the place where the Trustee shall from time to time maintain its Corporate Trust Office as the
Issuer’s Office or Agency for such purpose and initially appoints the Trustee as the Security
Registrar for each series of Securities and. The Issuer may subsequently appoint a different or
additional Office or Agency and, as provided in Section 305, may remove and replace from time to
time the Security Registrar.



     Section 1003 Money for Securities Payments to Be Held in Trust.



     If the Issuer shall at any time act as its own Paying Agent with respect to any series of
Securities, it shall, on or before each due date of the principal of, any premium or interest on,
or any Additional Amounts with respect to any of the Securities of such series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum in the Currency or Currencies in
which the Securities of such series are payable sufficient to pay the principal, any premium,
interest and Additional Amounts, as the case may be, so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided, and shall promptly notify the Trustee
of its action or failure so to act.



     Whenever the Issuer shall have one or more Paying Agents for any series of Securities, it
shall, on or prior to each due date of the principal of, or any premium or interest on or any
Additional Amounts with respect to, any Securities of such series, deposit with any Paying Agent a
sum (in the Currency or Currencies described in the preceding paragraph) sufficient to pay the
principal, premium, interest and Additional Amounts, as the case may be, so becoming due, such sum
to be held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent
is the Trustee) the Issuer will promptly notify the Trustee of its action or failure so to act.



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




     (1) hold all sums held by it for the payment of the principal of, any premium or
interest on or any Additional Amounts with respect to Securities of such series in trust for
the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as provided in or pursuant to this Indenture;




     (2) give the Trustee notice of any default by the Issuer (or any other obligor upon the
Securities of such series) in the making of any payment of principal, any premium or
interest on or any Additional Amounts with respect to the Securities of such series; and




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



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



     Except as otherwise provided herein or pursuant hereto, any money deposited with the Trustee
or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, any
premium or interest on or any Additional Amounts with respect to any Security of any series and
remaining unclaimed for two years after such principal or such premium or interest or Additional
Amount shall have become due and payable shall be paid to the Issuer on Issuer Request (or if
deposited by a Guarantor, paid to such Guarantor on Guarantor Request) or (if then held by the
Issuer) shall be discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Issuer or such Guarantor, as the case may be, for
payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Issuer as trustee thereof, shall thereupon cease.



     Section 1004 Additional Amounts.



     If any Securities of a series provide for the payment of Additional Amounts by the Issuer, the
Issuer agrees to pay to the Holder of any such Security Additional Amounts as provided in or
pursuant to this Indenture or such Securities; and, if the Guarantee of the Securities of a series
provides for the payment of Additional Amounts by any Guarantor of the Securities of such series,
each such Guarantor agrees, severally and not jointly, to pay to the Holder of any such Security
Additional Amounts as provided in or pursuant to this Indenture or its Guarantee of such Security.
Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or
any premium or interest on, or in respect of, any Security of any series or Guarantee, such mention
shall be deemed to include mention of the payment of Additional



56









 





Amounts provided by the terms of such series established hereby or pursuant hereto to the
extent that, in such context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in
any provision hereof shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made.




     Section 1005 Legal Existence.



     Subject to Article Eight, the Issuer shall do or cause to be done all things necessary to
preserve and keep in full force and effect its legal existence as any type of Corporation (it being
understood that nothing in this Section 1005 shall prohibit the Issuer from changing its legal form
from one type of Corporation to another type of Corporation).



     Section 1006 Waiver of Certain Covenants.



     The Issuer may omit in any particular instance to comply with any term, provision or condition
set forth in Sections 801, 802, 1002, 1003 or 1005 with respect to the Securities of any series
and, if expressly provided pursuant to Section 301 with respect to the Securities of such series,
any additional covenants applicable to the Securities of such series if before the time for such
compliance the Holders of at least a majority in principal amount of the Outstanding Securities of
such series, by Act of such Holders, either shall waive such compliance in such instance or
generally shall have waived compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Issuer and the duties
of the Trustee in respect of any such term, provision or condition shall remain in full force and
effect.



     Section 1007 Issuer Statement as to Compliance.



     The Issuer and each Guarantor (to the extent that such Guarantor is so required under the
Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal
year, an Officer’s
Certificate stating whether or not, to the best of his or her
knowledge, the Issuer is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to notice requirements or periods of
grace) and if the Issuer shall be in default, specifying all such defaults and the nature and
status thereof of which he or she may have knowledge.



     Section 1008
Guarantor Statement as to Compliance.



     Each Guarantor shall deliver to the Trustee, within 90 days after the end of each fiscal year,
an Officer’s
Certificate stating whether or not, to the best of his or her
knowledge, such Guarantor is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to notice requirements or



57









 




periods of grace) and if such Guarantor shall be in default, specifying all such defaults and
the nature and status thereof of which he or she may have knowledge.




ARTICLE ELEVEN




REDEMPTION OF SECURITIES



     Section 1101 Applicability of Article.



     Redemption of Securities of any series at the option of the Issuer as permitted or required by
the terms of such Securities shall be made in accordance with the terms of such Securities and
(except as otherwise provided herein or pursuant hereto) this Article.



     Section 1102 Election to Redeem; Notice to Trustee.



     The election of the Issuer to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution or an Officer’s Certificate or in another manner specified as contemplated by
Section 301 for such Securities. In case of any redemption at the election of the Issuer of less
than all of the Securities of any series, the Issuer shall, at least 60 days prior to the
Redemption Date fixed by the Issuer (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of Securities of such series
to be redeemed.



     In the case of any redemption of Securities (A) prior to the expiration of any restriction on
such redemption provided in the terms of such Securities or elsewhere in this Indenture or (B)
pursuant to an election of the Issuer which is subject to a condition specified in the terms of
such Securities or elsewhere in this Indenture, the Issuer shall furnish to the Trustee an
Officer’s Certificate evidencing compliance with such restriction or condition.



     Section 1103 Selection by Trustee of Securities to be Redeemed.



     If less than all of the Securities of any series are to be redeemed (unless all of the
Securities of such series and of a special tenor are to be redeemed or unless such redemption
affects only a single Security), the particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Securities of
such series, not previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of portions of the principal
amount of Securities of such series; provided, however, that no such partial redemption shall
reduce the portion of the principal amount of a Security of such series not redeemed to less than
the minimum denomination for a Security of such series established herein or pursuant hereto.



     The Trustee shall promptly notify the Issuer and the Security Registrar (if other than itself)
in writing of the Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.



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



     Section 1104 Notice of Redemption.



     Notice of redemption shall be given in the manner provided in Section 106, not less than 30
nor more than 60 days prior to the Redemption Date, unless a shorter period is specified in the
Securities to be redeemed, to the Holders of Securities to be redeemed. Failure to give notice in the manner herein provided to the Holder of any Securities designated for redemption as
a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity
of the proceedings for the redemption of any other Securities or portions thereof.



     Any
notice that is provided to the Holder of any Securities in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not such Holder receives the notice.



     All notices shall identify the Securities to be redeemed and shall state:




     (1) the Redemption Date;




     (2) the Redemption Price;




     (3) if any Security is to be redeemed in part only, the portion of the principal amount
of that Security that is to be redeemed and that, after the Redemption Date upon surrender
of such Security, a new Security or Securities in principal amount equal to the unredeemed
portion of the original Security representing the same indebtedness to the extent not
redeemed will be issued in the name of the Holder of the Securities upon cancellation of the
original Security;




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




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




     (6) that, unless the Issuer defaults in making such redemption payment, interest on
Securities called for redemption ceases to accrue on and after the Redemption Date;




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




     (8) that no representation is made as to the correctness or accuracy of the CUSIP
and/or ISIN number, if any, listed in such notice or printed on the Securities; and



     A notice of redemption published as contemplated by Section 106 need not identify particular
Securities to be redeemed.



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     Notice of redemption of Securities to be redeemed at the election of the Issuer shall be given
by the Issuer or, at the Issuer’s request, by the Trustee in the name and at the expense of the
Issuer.



     Section 1105 Deposit of Redemption Price.



     On or prior to any Redemption Date, the Issuer shall deposit, with respect to the Securities
of any series called for redemption pursuant to Section 1104, with the Trustee or with a Paying
Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided
in Section 1003) an amount of money in the applicable Currency or, if the Redemption Price shall be
payable in cash, securities and/or other property, an amount of money in the applicable Currency,
securities and/or other property, as the case may be, sufficient to pay the Redemption Price of,
and (unless otherwise specified pursuant to Section 301 with respect to the Securities of such
series) any accrued interest on, all such Securities or portions thereof which are to be redeemed
on that date.



     Section 1106 Securities Payable on Redemption Date.



     Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the Issuer shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security
for redemption in accordance with said notice, such Security shall be paid by the Issuer at the
Redemption Price, together, if applicable, with accrued interest to the Redemption Date;
provided, however, that, unless otherwise specified as contemplated by Section 301,
installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Record Dates according to their terms and the
provisions of Section 307; provided further that, unless otherwise specified as
contemplated by Section 301, if the Redemption Date is after a Regular Record Date and on or prior
to the Interest Payment Date, the accrued and unpaid interest shall be payable to the Holder of the
redeemed Securities registered on the relevant Regular Record Date.



     If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium, until paid, shall bear interest from the Redemption Date
at the rate prescribed therefor in the Security or, if no rate is prescribed therefor in the
Security, at the rate of interest, if any, borne by such Security.



     Section 1107 Securities Redeemed in Part.



     Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the Issuer or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the
Holder thereof or such Holder’s attorney duly authorized in writing), and the Issuer shall execute,
and the Trustee shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of any



60









 




authorized denomination as requested by such Holder, in principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so surrendered.




ARTICLE TWELVE




SINKING FUNDS



     Section 1201 Applicability of Article.



     The provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of a series, except as otherwise permitted or required in or pursuant to this Indenture
or any Security of such series issued pursuant to this Indenture.



     The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of
such minimum amount provided for by the terms of Securities of such series is herein referred to as
an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202.
Each sinking fund payment shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series and this Indenture.



     Section 1202 Satisfaction of Sinking Fund Payments with Securities.



     The Issuer (1) may deliver Outstanding Securities of a series (other than any previously
called for redemption) and (2) may apply as a credit Securities of a series which have been
redeemed either at the election of the Issuer pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund payment with
respect to any Securities of such series required to be made pursuant to the terms of such
Securities as and to the extent provided for by the terms of such Securities; provided that
the Securities to be so credited have not been previously so credited. The Securities to be so
credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as
specified in the Securities so to be redeemed, for redemption through operation of the sinking fund
and the amount of such sinking fund payment shall be reduced
accordingly.



ARTICLE THIRTEEN




REPAYMENT AT THE OPTION OF HOLDERS



     Section 1301 Applicability of Article.



     Securities of any series which are repayable at the option of the Holders thereof before their
Stated Maturity shall be repaid in accordance with the terms of the Securities of such series. The
repayment of any principal amount of Securities pursuant to such option of the Holder to require
repayment of Securities before their Stated Maturity, for purposes of Section 309, shall not
operate as a payment, redemption or satisfaction of the indebtedness represented by such Securities
unless and until the Issuer, at its option, shall deliver or surrender the same to the



61









 




Trustee with a directive that such Securities be cancelled. Notwithstanding anything to the
contrary contained in this Section 1301, in connection with any repayment of Securities, the Issuer
may arrange for the purchase of any Securities by an agreement with one or more investment bankers
or other purchasers to purchase such Securities by paying to the Holders of such Securities on or
before the applicable repayment date an amount not less than the repayment price payable by the
Issuer on repayment of such Securities, and the obligation of the Issuer to pay the repayment price
of such Securities shall be satisfied and discharged to the extent such payment is so paid by such
purchasers.




     Unless otherwise expressly stated in this Indenture or pursuant to Section 301 with respect to
the Securities of any series or unless the context otherwise requires, all references in this
Indenture to the repayment of Securities at the option of the Holders thereof (and all references
of like import) shall be deemed to include a reference to the repurchase or redemption of
Securities at the option of the Holders thereof.



ARTICLE FOURTEEN




SECURITIES IN FOREIGN CURRENCIES



     Section 1401 Applicability of Article.



     Whenever this Indenture provides for (i) any action by, or the determination of any of the
rights of, Holders of Securities of any series in which not all of such Securities are denominated
in the same Currency or (ii) any distribution to Holders of Securities of any series in which not
all of such Securities are denominated in the same Currency, in the absence of any provision to the
contrary in or pursuant to this Indenture or the Securities of such series, any amount in respect
of any Security denominated in a Currency other than Dollars shall be treated for any such action,
determination or distribution as that amount of Dollars that could be obtained for such amount on
such reasonable basis of exchange and as of the record date with respect to Securities of such
series (if any) for such action, determination or distribution (or, if there shall be no applicable
record date, such other date reasonably proximate to the date of such distribution) as the Issuer
may specify in a written notice to the Trustee.



ARTICLE FIFTEEN




GUARANTEES



     Section 1501 Guarantees.



     The Securities of each series shall be guaranteed by such Guarantors, and on such terms and
subject to such conditions, as shall be established pursuant to Section 301 with respect to the
Securities of such series. The Persons who shall initially be the Guarantors of the Securities of
any series may, but need not, include any or all of the Initial Guarantors and may include any and
all such other Persons as the Issuer may determine; provided that prior to the initial issuance of
Securities that are to be guaranteed by a Person that is not an Initial Guarantor (or, if provided
by the terms of this Indenture, a successor to an Initial Guarantor), the parties hereto and such



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Person shall enter into a supplemental indenture pursuant to Section 901 hereof whereby such
Person shall become a Guarantor under this Indenture.




     Anything in this Indenture, the Securities or any Guarantee to the contrary notwithstanding,
the obligations of each Guarantor under its Guarantees and this Indenture shall be limited to the
maximum amount as will, after giving effect to all other contingent and fixed liabilities of such
Guarantor, result in the obligations of such Guarantor under its Guarantees and this Indenture not
constituting a fraudulent advance or fraudulent transfer under any Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or
other law affecting the rights of creditors generally.



     No Guarantee shall be valid and obligatory for any purpose with respect to any Security until
the certificate of authentication on such Security shall have been signed by or on behalf of the
Trustee.



ARTICLE SIXTEEN




SECURITY



     Section 1601 Security.



     If so provided pursuant to Section 301 with respect to the Securities of any series, the
Securities of such series and/or the Guarantees of such Securities may be secured by such property,
assets or other collateral as may be specified in or pursuant to Section 301. Any and all terms
and provisions applicable to the security for the Securities of such series and/or such Guarantees
shall also be provided in or pursuant to Section 301, which may include, without limitation,
provisions for the execution and delivery of such security agreements, pledge agreements,
collateral agreements and other similar or related agreements as the Issuer or any Guarantor may
elect and which may provide for the Trustee to act as collateral agent or in a similar or other
capacity. The Trustee shall comply with Sections 313(a)(5) and (6) and 313(b)(1) of the Trust
Indenture Act and the Issuer and, if applicable, any Guarantor that has pledged collateral to
secure its Guarantee shall comply with Sections 314(b), 314(c) and 314(d) of the Trust Indenture
Act, in each case in respect of any secured Securities and/or Guarantees that may be Outstanding
hereunder from time to time.



*       *      *      *      *




     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.



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



	 	 	 	 	 
	 	HCA INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




• 




	 	 	 	 	 
	 	as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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SCHEDULE 1




Initial Guarantors







65