Exhibit 4.13


 


	
   

  
	
  SEALY MATTRESS
  COMPANY,

  
	
   

  	
  Issuer

  
	
   

  	
   

  
	
  and

  
	
   

  
	
  THE GUARANTORS
  PARTY HERETO,

  
	
   

  	
  Guarantors

  
	
   

  
	
  to

  
	
   

  
	
  ·,

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
  


  

  
	
   

  
	
  INDENTURE

  
	
   

  
	
  


  

  
	
   

  
	
   

  
	
  Dated as of ·

  
	
   

  
	
   

  
	
  Guaranteed Debt
  Securities

  
	
   

  



 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE ONE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DEFINITIONS AND OTHER PROVISIONS
  OF GENERAL APPLICATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 101.

  	
  Definitions

  	
   

  	
  2

  
	
  Section 102.

  	
  Compliance Certificates and
  Opinions

  	
   

  	
  12

  
	
  Section 103.

  	
  Form of Documents Delivered to
  Trustee

  	
   

  	
  13

  
	
  Section 104.

  	
  Acts of Holders

  	
   

  	
  13

  
	
  Section 105.

  	
  Notices, etc., to Trustee, Company
  and Guarantors

  	
   

  	
  15

  
	
  Section 106.

  	
  Notice to Holders of Securities;
  Waiver

  	
   

  	
  15

  
	
  Section 107.

  	
  Language of Notices

  	
   

  	
  16

  
	
  Section 108.

  	
  Conflict with Trust Indenture Act

  	
   

  	
  17

  
	
  Section 109.

  	
  Effect of Headings and Table of
  Contents

  	
   

  	
  17

  
	
  Section 110.

  	
  Successors and Assigns

  	
   

  	
  17

  
	
  Section 111.

  	
  Separability Clause

  	
   

  	
  17

  
	
  Section 112.

  	
  Benefits of Indenture

  	
   

  	
  17

  
	
  Section 113.

  	
  Governing Law

  	
   

  	
  17

  
	
  Section 114.

  	
  Legal Holidays

  	
   

  	
  17

  
	
  Section 115.

  	
  Counterparts

  	
   

  	
  18

  
	
  Section 116.

  	
  Judgment Currency

  	
   

  	
  18

  
	
  Section 117.

  	
  Extension of Payment Dates

  	
   

  	
  18

  
	
  Section 118.

  	
  Immunity of Shareholders,
  Directors, Officers and Agents of the Company and Any Guarantor

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE TWO

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECURITIES FORMS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 201.

  	
  Forms Generally

  	
   

  	
  19

  
	
  Section 202.

  	
  Form of Trustee’s Certificate
  of Authentication

  	
   

  	
  20

  
	
  Section 203.

  	
  Securities in Global Form

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE THREE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE SECURITIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 301.

  	
  Amount Unlimited; Issuable in
  Series

  	
   

  	
  21

  
	
  Section 302.

  	
  Currency; Denominations

  	
   

  	
  26

  
	
  Section 303.

  	
  Execution, Authentication, Delivery
  and Dating

  	
   

  	
  26

  
	
  Section 304.

  	
  Temporary Securities

  	
   

  	
  28

  



 


ii

















 


	
  Section 305.

  	
  Registration, Transfer and Exchange

  	
   

  	
  29

  
	
  Section 306.

  	
  Mutilated, Destroyed, Lost and
  Stolen Securities

  	
   

  	
  32

  
	
  Section 307.

  	
  Payment of Interest and Certain
  Additional Amounts; Rights to Interest and Certain Additional Amounts
  Preserved

  	
   

  	
  34

  
	
  Section 308.

  	
  Persons Deemed Owners

  	
   

  	
  35

  
	
  Section 309.

  	
  Cancellation

  	
   

  	
  36

  
	
  Section 310.

  	
  Computation of Interest

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE FOUR

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SATISFACTION AND DISCHARGE OF
  INDENTURE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 401.

  	
  Satisfaction and Discharge

  	
   

  	
  37

  
	
  Section 402.

  	
  Defeasance and Covenant Defeasance

  	
   

  	
  39

  
	
  Section 403.

  	
  Application of Trust Money

  	
   

  	
  44

  
	
  Section 404.

  	
  Reinstatement

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE FIVE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  REMEDIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 501.

  	
  Events of Default

  	
   

  	
  45

  
	
  Section 502.

  	
  Acceleration of Maturity;
  Rescission and Annulment

  	
   

  	
  47

  
	
  Section 503.

  	
  Collection of Indebtedness and
  Suits for Enforcement by Trustee

  	
   

  	
  48

  
	
  Section 504.

  	
  Trustee May File Proofs of
  Claim

  	
   

  	
  49

  
	
  Section 505.

  	
  Trustee May Enforce Claims
  without Possession of Securities or Coupons

  	
   

  	
  50

  
	
  Section 506.

  	
  Application of Money Collected

  	
   

  	
  50

  
	
  Section 507.

  	
  Limitations on Suits

  	
   

  	
  51

  
	
  Section 508.

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

  	
   

  	
  51

  
	
  Section 509.

  	
  Restoration of Rights and Remedies

  	
   

  	
  52

  
	
  Section 510.

  	
  Rights and Remedies Cumulative

  	
   

  	
  52

  
	
  Section 511.

  	
  Delay or Omission Not Waiver

  	
   

  	
  52

  
	
  Section 512.

  	
  Control by Holders of Securities

  	
   

  	
  52

  
	
  Section 513.

  	
  Waiver of Past Defaults

  	
   

  	
  53

  
	
  Section 514.

  	
  Waiver of Usury, Stay or Extension
  Laws

  	
   

  	
  53

  
	
  Section 515.

  	
  Undertaking for Costs

  	
   

  	
  53

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE SIX

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 601.

  	
  Certain Rights of Trustee

  	
   

  	
  54

  



 


iii

















 


	
  Section 602.

  	
  Notice of Defaults

  	
   

  	
  55

  
	
  Section 603.

  	
  Not Responsible for Recitals or
  Issuance of Securities

  	
   

  	
  55

  
	
  Section 604.

  	
  May Hold Securities

  	
   

  	
  56

  
	
  Section 605.

  	
  Money Held in Trust

  	
   

  	
  56

  
	
  Section 606.

  	
  Compensation and Reimbursement

  	
   

  	
  56

  
	
  Section 607.

  	
  Corporate Trustee Required;
  Eligibility

  	
   

  	
  57

  
	
  Section 608.

  	
  Resignation and Removal;
  Appointment of Successor

  	
   

  	
  57

  
	
  Section 609.

  	
  Acceptance of Appointment by
  Successor

  	
   

  	
  59

  
	
  Section 610.

  	
  Merger, Conversion, Consolidation
  or Succession to Business

  	
   

  	
  60

  
	
  Section 611.

  	
  Appointment of Authenticating Agent

  	
   

  	
  60

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE SEVEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HOLDERS LISTS AND REPORTS BY
  TRUSTEE, COMPANY AND GUARANTORS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 701.

  	
  Company to Furnish Trustee Names
  and Addresses of Holders

  	
   

  	
  62

  
	
  Section 702.

  	
  Preservation of Information;
  Communications to Holders

  	
   

  	
  63

  
	
  Section 703.

  	
  Reports by Trustee

  	
   

  	
  63

  
	
  Section 704.

  	
  Reports by Company and Guarantors

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE EIGHT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CONSOLIDATION, MERGER AND SALES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 801.

  	
  Company May Consolidate, Etc.,
  Only on Certain Terms

  	
   

  	
  64

  
	
  Section 802.

  	
  Successor Person Substituted for
  Company

  	
   

  	
  65

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE NINE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SUPPLEMENTAL INDENTURES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 901.

  	
  Supplemental Indentures without
  Consent of Holders

  	
   

  	
  65

  
	
  Section 902.

  	
  Supplemental Indentures with
  Consent of Holders

  	
   

  	
  67

  
	
  Section 903.

  	
  Execution of Supplemental
  Indentures

  	
   

  	
  69

  
	
  Section 904.

  	
  Effect of Supplemental Indentures

  	
   

  	
  69

  
	
  Section 905.

  	
  Reference in Securities to
  Supplemental Indentures

  	
   

  	
  69

  
	
  Section 906.

  	
  Conformity with Trust Indenture Act

  	
   

  	
  69

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE TEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1001.

  	
  Payment of Principal, Premium,
  Interest and Additional Amounts

  	
   

  	
  70

  
	
  Section 1002.

  	
  Maintenance of Office or Agency

  	
   

  	
  70

  



 


iv

















 


	
  Section 1003.

  	
  Money for Securities Payments to Be
  Held in Trust

  	
   

  	
  71

  
	
  Section 1004.

  	
  Additional Amounts

  	
   

  	
  73

  
	
  Section 1005.

  	
  Legal Existence

  	
   

  	
  73

  
	
  Section 1006.

  	
  Waiver of Certain Covenants

  	
   

  	
  73

  
	
  Section 1007.

  	
  Company Statement as to Compliance

  	
   

  	
  73

  
	
  Section 1008.

  	
  Guarantor Statement as to
  Compliance

  	
   

  	
  74

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE ELEVEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  REDEMPTION OF SECURITIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1101.

  	
  Applicability of Article

  	
   

  	
  74

  
	
  Section 1102.

  	
  Election to Redeem; Notice to
  Trustee

  	
   

  	
  74

  
	
  Section 1103.

  	
  Selection by Trustee of Securities
  to be Redeemed

  	
   

  	
  74

  
	
  Section 1104.

  	
  Notice of Redemption

  	
   

  	
  75

  
	
  Section 1105.

  	
  Deposit of Redemption Price

  	
   

  	
  77

  
	
  Section 1106.

  	
  Securities Payable on Redemption
  Date

  	
   

  	
  77

  
	
  Section 1107.

  	
  Securities Redeemed in Part

  	
   

  	
  78

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE TWELVE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SINKING FUNDS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1201.

  	
  Applicability of Article

  	
   

  	
  78

  
	
  Section 1202.

  	
  Satisfaction of Sinking Fund
  Payments with Securities

  	
   

  	
  79

  
	
  Section 1203.

  	
  Redemption of Securities for
  Sinking Fund

  	
   

  	
  79

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE THIRTEEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  REPAYMENT AT THE OPTION OF
  HOLDERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1301.

  	
  Applicability of Article

  	
   

  	
  80

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE FOURTEEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECURITIES IN FOREIGN CURRENCIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1401.

  	
  Applicability of Article

  	
   

  	
  80

  



 


v

















 


	
   

  	
  ARTICLE FIFTEEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MEETINGS OF HOLDERS OF
  SECURITIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1501.

  	
  Purposes for Which Meetings
  May Be Called

  	
   

  	
  81

  
	
  Section 1502.

  	
  Call, Notice and Place of Meetings

  	
   

  	
  81

  
	
  Section 1503.

  	
  Persons Entitled to Vote at
  Meetings

  	
   

  	
  81

  
	
  Section 1504.

  	
  Quorum; Action

  	
   

  	
  82

  
	
  Section 1505.

  	
  Determination of Voting Rights; Conduct
  and Adjournment of Meetings

  	
   

  	
  83

  
	
  Section 1506.

  	
  Counting Votes and Recording Action
  of Meetings

  	
   

  	
  83

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE SIXTEEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTEES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1601.

  	
  Guarantees

  	
   

  	
  84

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE SEVENTEEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECURITY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1701.

  	
  Security

  	
   

  	
  85

  



 


vi














 


INDENTURE, dated as of ·,
200· (the “Indenture”), among Sealy Mattress Company,
a corporation duly organized and existing under the laws of the State of
Delaware (hereinafter called the “Company”), having its principal executive
office located at Sealy Drive, One Office Parkway, Trinity, North Carolina,
27370, the Guarantors (as defined below) and ·
(hereinafter called the “Trustee”).


 


RECITALS


 


The Company 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 Company has duly authorized the execution and
delivery of this Indenture.  All things
necessary to make this Indenture a valid agreement of the Company, in accordance
with its terms, have been done.


 


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


 


This Indenture is subject to the provisions of the
Trust Indenture Act of 1939, 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 and any Coupons (as herein
defined) as follows:


 


1

















 


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)           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;


 


(5)           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”);


 


(6)           provisions
apply to successive events and transactions;


 


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


 


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


 


(9)           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.


 


“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 Company or any Guarantor in


 


2

















 


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.


 


“Authenticating Agent” means any Person authorized by
the Trustee pursuant to Section 611 to act on behalf of the Trustee to
authenticate Securities of one or more series.


 


“Authorized Newspaper” means a newspaper, in an
official language of the place of publication or in the English language,
customarily published on each day that is a Business Day in the place of
publication, whether or not published on days that are not Business Days in the
place of publication, and of general circulation in each place in connection
with which the term is used or in the financial community of each such
place.  Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same place meeting the
foregoing requirements and in each case on any day that is a Business Day in
the place of publication.


 


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


 


“Bearer Security” means any Security in the form
established pursuant to Section 201 which is payable to bearer.


 


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


 


“Board Resolution” means a copy of one or more
resolutions, certified by the Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification, 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.


 


3

















 


“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.


 


“Common Shares” means the common shares of the Company
as such common shares exist on the date of this Indenture or shares of any
class or classes resulting from any reclassification or reclassifications
thereof and which have no preference in respect of dividends or similar
distributions or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company and which are
not subject to redemption by the Company; provided that,
solely in the case of any Securities that are convertible into Common Shares,
unless otherwise provided pursuant to Section 301 with respect to the
Securities of such series, if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable on conversion
of such Securities shall be substantially in the proportion which the total
number of shares of such class resulting from all such reclassifications bears
to the total number of shares of all such classes resulting from all such
reclassifications.


 


“Company” means the Person named as the “Company” 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 “Company” shall mean such successor Person and any other obligor
upon the Securities.


 


“Company Request” and “Company Order” mean,
respectively, a written request or order, as the case may be, signed in the
name of the Company 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 Company, and delivered to the Trustee.


 


“Conversion Event” means (i) with respect to any
Foreign Currency other than the Euro, the cessation of use of such Foreign
Currency both by the government of the country or the confederation which
issued such Foreign Currency and for the settlement of transactions by a
central bank or other public institutions of or within the international
banking community or (ii) in the case of the Euro, the cessation of use of
the Euro both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Union.


 


“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.


 


“Coupon” means any interest coupon appertaining to a
Bearer Security.


 


4

















 


“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.


 


“CUSIP number” means the alphanumeric designation
assigned to a Security by Standard & Poor’s, CUSIP Service Bureau.


 


“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 Company 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.


 


“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.


 


“Euro” means the currency introduced at the start of
the third stage of European economic and monetary union pursuant to the Treaty
establishing European Community, as amended by the Treaty on European Union.


 


“European Monetary System” means the European Monetary
System established by the Resolution of December 5, 1978 of the Council of
the European Community.


 


“European Union” means the participating member states
that adopt a single currency in accordance with the Treaty establishing the
European Community, as amended by the Treaty on European Union.


 


“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” and “generally accepted accounting principles”
mean, 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.


 


5

















 


“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.


 


“Guarantee” means a guarantee of any Securities by a
Guarantor as contemplated by Article Sixteen; 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 Sixteen.


 


“Guarantor” means the Initial Guarantors 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 Sixteen.


 


“Guarantor’s Board of Directors” means, with respect
to any Guarantor, the board of directors 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, certified by the Secretary or
an Assistant Secretary of such Guarantor to have been duly adopted by such
Guarantor’s Board of Directors and to be in full force and effect on the date
such certification is delivered to the Trustee.


 


“Guarantor’s Officers’ Certificate” means, with
respect to any Guarantor, a certificate signed by the Chairman, the Chief
Executive Officer, the President or a Vice President and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of such Guarantor,
that complies with the requirements of Section 314(e) of the Trust
Indenture Act.  In the event


 


6

















 


that Guarantor’s Officers’
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” and “Guarantor Order” mean,
respectively, with respect to any Guarantor, a written request or order, as the
case may be, signed in the name of such Guarantor by the Chairman, the Chief
Executive Officer, the President or a Vice President and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of such Guarantor,
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”, in the case of any Registered Security,
means the Person in whose name such Security is registered in the Security
Register and, in the case of any Bearer Security, means the bearer thereof and,
in the case of any Coupon, means the bearer thereof.


 


“Indenture” means this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and, with respect to any Security or Guarantee, by the terms
and provisions of such Security and any Coupon appertaining thereto 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
Sealy Corporation, a Delaware corporation, Sealy Mattress Corporation, a
Delaware corporation, Sealy Mattress Company of Puerto Rico, an Ohio
corporation, Ohio-Sealy Mattress Manufacturing Co., Inc., a Massachusetts
corporation, Ohio-Sealy Mattress Manufacturing Co., a Georgia corporation,
Sealy Mattress Company of Kansas City, Inc., a Missouri corporation, Sealy
Mattress Company of Memphis, a Tennessee corporation, Sealy Mattress Company of
Illinois, an Illinois corporation, A. Brandwein & Company, an Illinois
corporation, Sealy Mattress Company of Albany, Inc., a New York
corporation, Sealy of Maryland and Virginia, Inc., a Maryland corporation,
Sealy of Minnesota, Inc., a Minnesota corporation, North American Bedding
Company, an Ohio corporation, Sealy, Inc., an Ohio corporation, The Ohio
Mattress Company Licensing and


 


7

















 


Components Group, a
Delaware corporation, Sealy Mattress Manufacturing Company, Inc., a
Delaware corporation, Sealy Technology LLC, a North Carolina limited liability
company, Sealy Korea, Inc., a Delaware corporation, Sealy Real Estate, Inc.,
a North Carolina corporation, Sealy Texas Management, Inc., a Texas
corporation, Sealy Mattress Company of S.W. Virginia, a Virginia corporation,
Western Mattress Company, a California corporation, Advanced Sleep Products, a
California corporation, Sealy Components—Pads, Inc., a Delaware
corporation, and Sealy Mattress Company of Michigan, Inc., a Michigan
corporation.


 


“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.


 


“Judgment Currency” has the meaning specified in Section 116.


 


“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 Company, 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.


 


“New York Banking Day” has the meaning specified in Section 116.


 


“Non-recourse Debt” means any indebtedness the terms
of which provide that the claim for repayment of such indebtedness by the
holder thereof is limited solely to a claim against the property or assets
(including, without limitation, securities or interests in securities) that
secure such indebtedness; provided, however, that any obligations or
liabilities of the debtor or obligor or any other person solely for
indemnities, covenants or breaches of warranties, representations or covenants
or similar matters in respect of any indebtedness will not prevent such
indebtedness from constituting Non-recourse Debt.


 


“Office” or “Agency”, with respect to any Securities,
means an office or agency of the Company maintained or designated in a Place of
Payment for such Securities pursuant to Section 1002 or any other office
or agency of the Company 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.


 


“Officers’ Certificate” means a certificate signed 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 Company, that 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 Company 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.


 


8

















 


“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:


 


(a)                                  any
such Security theretofore cancelled by the Trustee or the Security Registrar or
delivered to the Trustee or the Security Registrar for cancellation;


 


(b)                                 any
such Security for whose payment at the Maturity thereof money in the necessary
amount (or, to the extent that such Security is payable at such Maturity in
Common Shares or other securities or property, Common Shares or such other
securities or property in the necessary amount, together with, if applicable,
cash in lieu of fractional shares or securities) has been theretofore deposited
pursuant hereto (other than pursuant to Section 402) with the Trustee or
any Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such Securities and any Coupons appertaining thereto, 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;


 


(c)                                  any
such Security with respect to which the Company has effected defeasance or
covenant defeasance pursuant to Section 402, except to the extent provided
in Section 402;


 


(d)                                 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 Company;
and


 


(e)                                  any
such Security converted or exchanged as contemplated by this Indenture into
Common Shares or other securities or property, if the terms of such Security
provide for such conversion or exchange pursuant to 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 or are present at a meeting of
Holders of Securities for quorum purposes, (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


 


9

















 


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 Company, a Guarantor of
the Securities or any other obligor upon the Securities, or any Affiliate of
the Company 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 Company or a Guarantor of the Securities or any other
obligor upon the Securities or any Coupons appertaining thereto or an Affiliate
(other than a Trust) of the Company or a Guarantor of the Securities or such
other obligor.


 


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


 


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


 


“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 or
any Security to which a mutilated, destroyed, lost or stolen Coupon appertains
shall be deemed to evidence the same indebtedness as the lost, destroyed,
mutilated or stolen Security or the Security to which a mutilated, destroyed,
lost or stolen Coupon appertains.


 


“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.


 


10














 


“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.


 


“Registered Security” means any Security established
pursuant to Section 201 which is registered in the Security Register.


 


“Regular Record Date” for the interest payable on any
Registered 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.


 


“Required Currency” has the meaning specified in Section 116.


 


“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 Company 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 Registered Security means a date fixed by the Trustee pursuant
to Section 307.


 


“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 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 of which more than 50% of the
total voting power of shares of capital stock or other equity interests
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or


 


11

















 


indirectly, by such Person or one or more of the other
Subsidiaries of such Person (or a combination thereof) and (ii) any
partnership (a) the sole general partner or managing general partner of
which is such Person or a Subsidiary of such Person or (b) the only
general partners of which are such Person or one or more Subsidiaries of such
Person (or any combination thereof).


 


“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
Company 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 Company or a
Guarantor to the Trustee to take any action under any provision of this
Indenture, the Company or such Guarantor, as the case may be, shall furnish to
the Trustee an Officers’ Certificate or a Guarantor’s Officers’ Certificate, as
the case may be, stating that all conditions precedent, if any, provided for in
this Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
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.


 


12

















 


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
Company 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 Company, 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 Company or such Guarantor, as the case may 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.  If, but only if, Securities of
a series are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in or pursuant to
this Indenture to be made, given or taken by Holders of Securities of such
series may, alternatively, be embodied in and evidenced by the record of
Holders of Securities of such series voting in favor thereof, either in person
or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the
provisions of Article Fifteen, or a combination of such instruments and
any such record.  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 Company 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 Company or a Guarantor
and any agent of the Trustee, the Company or such Guarantor, if made in the
manner provided in this Section.  The


 


13

















 


record of any meeting of Holders of Securities shall be proved in the
manner provided in Section 1506.


 


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.


 


(2)                                  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.


 


(3)                                  The
ownership, principal amount and serial numbers of Registered 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.


 


(4)                                  The
ownership, principal amount and serial numbers of Bearer Securities held by any
Person, and the date of the commencement and the date of the termination of
holding the same, may be proved by the production of such Bearer Securities or
by a certificate executed, as depositary, by any trust company, bank, banker or
other depositary reasonably acceptable to the Company, wherever situated, if
such certificate shall be deemed by the Company and the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depositary, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or affidavit of the
Person holding such Bearer Securities, if such certificate or affidavit is
deemed by the Company and the Trustee to be satisfactory.  The Trustee, the Company and the Guarantors
may assume that such ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, or (2) such Bearer Security is produced to
the Trustee by some other Person, or (3) such Bearer Security is
surrendered in exchange for a Registered Security, or (4) such Bearer
Security is no longer Outstanding.  The
ownership, principal amount and serial numbers of Bearer Securities held by the
Person so executing such instrument or writing and the date of the commencement
and the date of the termination of holding the same may also be proved in any
other manner which the Company, the Guarantors and the Trustee deem sufficient.


 


(5)                                  If
the Company shall solicit from the Holders of any Registered Securities any
request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may at its option (but is not obligated to), by Board
Resolution fix in advance a record date for the determination of Holders of
Registered 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 Registered
Securities of record at the


 


14

















 


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 Registered 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 Company in reliance thereon, whether or not notation of
such Act is made upon such Security.


 


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


 


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 Company shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with the
Trustee at its Corporate Trust Office, or


 


(2)                                  the
Company 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 mailed, first-class postage prepaid, to the Company or such
Guarantor, as the case may be, addressed to the attention of its Chief
Financial Officer at the address of the Company’s principal office specified in
the first paragraph of this instrument or at any other address previously
furnished in writing to the Trustee by the Company or such Guarantor, as the
case may be.


 


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,


 


(1)                                  such
notice shall be sufficiently given to Holders of Registered Securities if in
writing and mailed, first-class postage prepaid, to each Holder of a Registered
Security affected by such event, at his 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; and


 


(2)                                  such
notice shall be sufficiently given to Holders of Bearer Securities, if any, if
published in an Authorized Newspaper in The City of New York and, if such
Securities are then listed on any stock exchange outside the United States, in
an Authorized Newspaper in such city as the Company shall advise the Trustee
that such


 


15

















 


stock
exchange so requires, on a Business Day at least twice, the first such
publication to be not earlier than the earliest date and the second such
publication not later than the latest date prescribed for the giving of such
notice.


 


In any case where notice to Holders of Registered
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 Registered
Security shall affect the sufficiency of such notice with respect to other
Holders of Registered Securities or the sufficiency of any notice to Holders of
Bearer Securities given as provided herein. 
Any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given or provided.  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.


 


In case by reason of the suspension of publication of
any Authorized Newspaper or Authorized Newspapers or by reason of any other
cause it shall be impracticable to publish any notice to Holders of Bearer
Securities as provided above, then such notification to Holders of Bearer
Securities as shall be given with the approval of the Trustee shall constitute
sufficient notice to such Holders for every purpose hereunder.  Neither failure to give notice by publication
to Holders of Bearer Securities as provided above, nor any defect in any notice
so published, shall affect the sufficiency of any notice mailed to Holders of
Registered Securities as provided above.


 


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.


 


Anything herein to
the contrary notwithstanding, unless otherwise expressly stated in this
Indenture or pursuant to Section 301 with respect to the Securities of any
series, if a Depository or its nominee is the Holder of any Security, then any
notice given to such Depository or its nominee, as the case may be, in respect
of such Security may be given electronically in accordance with the procedures
of such Depository as in effect from time to time in lieu of giving notice to
such Depository or such nominee, as the case may be, by mail and all references
in this Indenture to the mailing of any such notice shall be deemed to mean,
solely as concerns the notice given to such Depository or its nominee, as the
case may be, the electronic transmission of such notice as aforesaid, mutatis mutandis.


 


Section 107.                                Language of Notices.


 


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


 


16

















 


Section 108.                                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.


 


Section 109.                                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 110.                                Successors and Assigns.


 


All covenants and agreements in this Indenture by the
Company shall bind its successors and assigns, whether so expressed or not.


 


Section 111.                                Separability Clause.


 


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


 


Section 112.                                Benefits of Indenture.


 


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


 


Section 113.                                Governing Law.


 


This Indenture, the Securities, and Guarantees
endorsed on the Securities and any Coupons shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements
made or instruments entered into and, in each case, performed in said State.


 


Section 114.                                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,
any Security or any Coupon other than a provision in any Security or Coupon or
in the Board Resolution, Officers’ 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


 


17

















 


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 115.                                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 116.                                Judgment Currency.


 


Each of the Company and each Guarantor agrees,
severally and not jointly, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment
against it in any court, it is necessary to convert the sum due in respect of
the principal of, or premium or interest, if any, or Additional Amounts on the
Securities of any series (in the case of the Company) or any Guarantee of such
Guarantor (in the case of such Guarantor), as the case may be (the “Required
Currency”), into a currency in which a judgment will be rendered (the “Judgment
Currency”), the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Trustee could purchase in The City of New
York the Required Currency with the Judgment Currency on the New York Banking
Day preceding that on which a final unappealable judgment is given and (b) its
obligations under this Indenture to make payments in the Required Currency (i) shall
not be discharged or satisfied by any tender, or any recovery pursuant to any
judgment (whether or not entered in accordance with clause (a)), in any
currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the actual receipt, by the payee, of the
full amount of the Required Currency expressed to be payable in respect of such
payments, (ii) shall be enforceable as an alternative or additional cause
of action for the purpose of recovering in the Required Currency the amount, if
any, by which such actual receipt shall fall short of the full amount of the
Required Currency so expressed to be payable and (iii) shall not be
affected by judgment being obtained for any other sum due under this
Indenture.  For purposes of the
foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or obligated by law, regulation or
executive order to be closed.  The
provisions of this Section 116 shall not be applicable with respect to any
payment due on a Security or Guarantee which is payable in Dollars.


 


Section 117.                                Extension of Payment Dates.


 


In the event that (i) the terms of any Security
or Coupon appertaining thereto or any Guarantee established in or pursuant to
this Indenture permit the Company, 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, Coupon 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.


 


18














 


Section 118.                                Immunity of Shareholders, Directors, Officers and Agents of the Company
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 Company or any Guarantor or any predecessor or successor to the Company or
any Guarantor, either directly or through the Company 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 Company
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
Company 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 or 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, 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.


 


Each Registered Security, Bearer Security, Coupon and
temporary or permanent global Security issued pursuant to this Indenture shall
be in the form established by or pursuant to a Board Resolution and set forth
in an Officers’ Certificate, or established in one or more indentures
supplemental hereto, and any Guarantee endorsed on or attached to any Security
issued pursuant to this Indenture shall be in the form established by or
pursuant to a Guarantor’s Board Resolution and set forth in a Guarantor’s
Officers’ Certificate, or established in one or more indentures supplemental
hereto, and in each case shall have such appropriate insertions,


 


19

















 


omissions, substitutions and other variations as are
required or permitted by or pursuant to this Indenture or any indenture
supplemental hereto and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by any officer of the Company executing
such Security or Coupon as evidenced by the execution of such Security or
Coupon.


 


Unless otherwise provided in or pursuant to this
Indenture or any Securities, the Securities shall be issuable in registered
form without Coupons.


 


Definitive Securities and definitive Coupons
(including, without limitation, any Guarantees endorsed thereon or attached
thereto) shall be printed, lithographed or engraved or produced by any
combination of these methods on a steel engraved border or steel engraved
borders or may be produced in any other manner, all as determined by the
officers of the Company executing such Securities or Coupons, as evidenced by
their execution of such Securities or Coupons.


 


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 611, 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.


 


	
   

  	
  ·,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


Section 203.                                Securities in Global Form.


 


Unless otherwise provided in or pursuant to this
Indenture or any Securities, the Securities shall not be issuable in global
form.  If Securities of a series shall be
issuable in temporary or permanent global form, any such Security may provide
that it or any number of such Securities shall represent the aggregate amount
of all Outstanding Securities of such series (or such lesser amount as is
permitted by the terms thereof) from time to time endorsed thereon or reflected
on the books and records of the Trustee and may also provide that the aggregate
amount of Outstanding Securities represented thereby may from time to time be
increased or reduced to reflect exchanges. 
Any endorsement of any Security in global form to reflect the


 


20

















 


amount, or any increase or decrease in the amount, or
changes in the rights of Holders, of Outstanding Securities represented thereby
shall be made in such manner and by such Person or Persons as shall be
specified therein or pursuant to Section 301 with respect to such Security
or in the Company Order to be delivered pursuant to Section 303 or 304
with respect thereto.  Subject to the
provisions of Section 303 and, if applicable, Section 304, the
Trustee shall deliver and redeliver any Security in global form in the manner
and upon instructions given by the Person or Persons specified therein or
pursuant to Section 301 with respect to such Security or in the applicable
Company Order.  If a Company Order
pursuant to Section 303 or 304 has been, or simultaneously is, delivered,
any instructions by the Company with respect to a Security in global form shall
be in writing but need not be accompanied by or contained in an Officers’
Certificate and need not be accompanied by an Opinion of Counsel.  Notwithstanding the foregoing provisions of
this paragraph, in the event a global Security is exchangeable for definitive
Securities as provided in Section 305, then, unless otherwise provided in
or pursuant to this Indenture with respect to the Securities of such series,
the Trustee shall deliver and redeliver such global Security to the extent
necessary to effect such exchanges, shall endorse such global Security to
reflect any decrease in the principal amount thereto resulting from such
exchanges and shall take such other actions, all as contemplated by Section 305.


 


Notwithstanding the provisions of Section 307,
unless otherwise specified in or pursuant to this Indenture or any Securities,
payment of principal of, any premium and interest on, and any Additional
Amounts in respect of, any Security in temporary or permanent global form shall
be made to the Person or Persons specified therein.


 


Notwithstanding the provisions of Section 308 and
except as provided in the preceding paragraph, the Company, the Trustee and any
agent of the Company and the Trustee shall treat as the Holder of such
principal amount of Outstanding Securities represented by a global Security (i) in
the case of a global Security in registered form, the Holder of such global
Security in registered form, or (ii) in the case of a global Security in
bearer form, the Person or Persons specified pursuant to Section 301.


 


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 and Guarantor’s Board Resolutions, and set forth in an
Officers’ Certificate and one or more Guarantor’s Officers’ Certificates, 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;


 


21

















 


(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
such Securities are to be issuable as Registered Securities, as Bearer
Securities or alternatively as Bearer Securities and Registered Securities, and
whether the Bearer Securities are to be issuable with Coupons, without Coupons
or both, and any restrictions applicable to the offer, sale or delivery of the
Bearer Securities and the terms, if any, upon which Bearer Securities may be
exchanged for Registered Securities and vice versa;


 


(4)                                  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;


 


(5)                                  if
any of such Securities are to be issuable as Bearer Securities, the date as of
which any such Bearer Security shall be dated (if other than the date of
original issuance of the first of such Securities to be issued);


 


(6)                                  if
any of such Securities are to be issuable as Bearer Securities, whether
interest in respect of any portion of a temporary Bearer Security in global
form payable in respect of an Interest Payment Date therefor prior to the
exchange, if any, of such temporary Bearer Security for definitive Securities
shall be paid to any clearing organization with respect to the portion of such
temporary Bearer Security held for its account and, in such event, the terms
and conditions (including any certification requirements) upon which any such
interest payment received by a clearing organization will be credited to the
Persons entitled to interest payable on such Interest Payment Date;


 


(7)                                  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;


 


(8)                                  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


 


22

















 


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 Registered Securities on any
Interest Payment Date, the notice, if any, to Holders 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;


 


(9)                                  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 Registered 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 Company in respect
of such Securities and this Indenture may be served;


 


(10)                            whether
any of such Securities are to be redeemable at the option of the Company 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 Company;


 


(11)                            if
the Company 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;


 


(12)                            the
denominations in which any of such Securities that are Registered Securities
shall be issuable if other than denominations of $1,000 and any integral
multiples thereof, and the denominations in which any of such Securities that
are Bearer Securities shall be issuable if other than the denomination of
$5,000;


 


(13)                            whether
the Securities of the series will be convertible into and/or exchangeable for
Common Shares or other securities or property, and if so, the terms and
conditions upon which such Securities will be so convertible or exchangeable,
and any deletions from or modifications or additions to this Indenture to
permit or to facilitate the issuance of such convertible or exchangeable
Securities or the administration thereof;


 


(14)                            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;


 


(15)                            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;


 


23

















 


(16)                            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
Company 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 facilitate the issuance of Securities denominated or payable, at the
election of the Company or a Holder thereof or otherwise, in a Foreign
Currency;


 


(17)                            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;


 


(18)                            any
deletions from, modifications of or additions to the Events of Default or
covenants of the Company 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;


 


(19)                            if
any one or more 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
Company’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;


 


(20)                            if
any of such Securities are to be issuable upon the exercise of warrants, and
the time, manner and place for such Securities to be authenticated and
delivered;


 


(21)                            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


 


24

















 


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;


 


(22)                            whether
and under what circumstances the Company 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 Company will have the option to redeem such Securities rather than
pay such Additional Amounts;


 


(23)                            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 or
Authenticating Agent with respect to such Securities;


 


(24)                            the
Person to whom any interest on any Registered Security of such series shall be
payable, if other than the Person in whose name the Registered 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, or the Person to
whom, any interest on any Bearer Security of such series shall be payable, if
other than upon presentation and surrender of the Coupons appertaining thereto
as they severally mature, 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;


 


(25)                            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;


 


(26)                            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 Seventeen 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


 


(27)                            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 and all Coupons, if
any, appertaining to Bearer Securities of such series shall be substantially
identical except as to Currency of payments due thereunder, denomination and
the rate of interest, or method of determining the rate of interest, if any,
Maturity, and the date from which interest, if any, shall accrue and except as
may otherwise be provided by the Company in or pursuant to the Board Resolution
and set forth in the Officers’ Certificate or in any indenture or indentures
supplemental hereto pertaining to such series of


 


25

















 


Securities.  The terms of the Securities of any series may
provide, without limitation, that the Securities shall be authenticated and
delivered by the Trustee on original issue from time to time upon written or
(if acceptable to the Trustee) oral order of persons designated in the Board
Resolution, Officers’ Certificate or supplemental indenture, as the case may
be, pertaining to such series of Securities (telephonic instructions to be
promptly confirmed in writing by such person) and that such persons are
authorized to determine, consistent with such Board Resolution, Officers’
Certificate or supplemental indenture, such terms and conditions of the
Securities of such series as are specified in such Board Resolution, Officers’
Certificate or supplemental indenture. 
All Securities of any one series need not be issued at the same time
and, unless otherwise provided by the Company as contemplated by this Section 301,
a series may be reopened from time to time without the consent of any Holders
for issuances of additional Securities of such series.


 


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 and Guarantor’s Board Resolutions shall be
delivered to the Trustee at or prior to the delivery of the Officers’
Certificate and the Guarantor’s Officers’ 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 Dollars.  Unless otherwise provided in or pursuant to
this Indenture, Registered Securities denominated in Dollars shall be issuable
in registered form without Coupons in denominations of $1,000 and any integral
multiples thereof, and the Bearer Securities denominated in Dollars shall be
issuable in the denomination of $5,000. 
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 the Company
by its Chairman, its Chief Executive Officer, its President or one of its Vice
Presidents and by its Treasurer, one of its Assistant Treasurers, its Secretary
or one of its Assistant Secretaries and may (but need not) have its corporate
or other seal or a facsimile thereof reproduced thereon.  Coupons shall be executed on behalf of the
Company by its Chairman, its Chief Executive Officer, its President or any of
its Vice Presidents.  The signature of
any of these officers on the Securities or any Coupons appertaining thereto may
be manual or facsimile.


 


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 each applicable Guarantor by its
Chairman, its Chief Executive Officer, its President, its Chief Financial
Officer, one of its Vice Presidents or any other duly authorized officer of
such Guarantor and may (but


 


26

















 


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


 


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities, together
with any Coupons appertaining thereto, executed by the Company, to the Trustee
for authentication and, provided that the Board Resolution and Officers’
Certificate (and each Guarantor’s Board Resolution and Guarantor’s Officers’
Certificate) or supplemental indenture or indentures with respect to such
Securities referred to in Section 301 and a Company Order for the
authentication and delivery of such Securities have been delivered to the Trustee,
the Trustee in accordance with the Company Order and subject to the provisions
hereof and of such Securities shall authenticate and deliver such
Securities.  In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities and any Coupons appertaining thereto, the
Trustee shall be entitled to receive, and (subject to the applicable provisions
of Sections 315(a) through 315(d) of the Trust Indenture Act) shall
be fully protected in relying upon, an Opinion of Counsel to the following
effect, which Opinion of Counsel may contain such assumptions, qualifications
and limitations as such counsel shall deem appropriate:


 


(a)                                  the
form or forms and terms of such Securities and Coupons, if any, have been
established in conformity with Sections 201 and 301 of this Indenture; and


 


(b)                                 all
conditions precedent set forth in Sections 201, 301 and 303 of this
Indenture to the authentication and delivery of such Securities and Coupons, if
any, appertaining thereto have been complied with and that such Securities, and
Coupons, when completed by appropriate insertions (if applicable), executed by
duly authorized officers of the Company, delivered by duly authorized officers
of the Company to the Trustee for authentication pursuant to this Indenture,
and authenticated and delivered by the Trustee and issued by the Company in the
manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms, except as enforcement thereof may
be subject to or limited by bankruptcy, insolvency, reorganization, moratorium,
arrangement, fraudulent conveyance, fraudulent transfer or other similar laws
relating to or affecting creditors’ rights generally, and subject to general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).


 


If all the Securities of any series are not to be
issued at one time, it shall not be necessary to deliver an Opinion of Counsel
at the time of issuance of each Security, but such opinion, with such
modifications as counsel shall deem appropriate, shall be delivered at or
before the time of issuance of the first Security of such series.  After any such first delivery, any separate
request by


 


27

















 


the Company that the Trustee authenticate Securities
of such series for original issue will be deemed to be a certification by the
Company that all conditions precedent provided for in this Indenture relating
to authentication and delivery of such Securities continue to have been
complied with.


 


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 Registered Security shall be dated the date of
its authentication.  Each Bearer Security
and any Bearer Security in global form shall be dated as of the date specified
in or pursuant to this Indenture.


 


No Security or Coupon appertaining thereto 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 611 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.  Except as permitted by Section 306
or 307 or as may otherwise be provided in or pursuant to this Indenture, the
Trustee shall not authenticate and deliver any Bearer Security unless all
Coupons appertaining thereto then matured have been detached and cancelled.


 


Section 304.                                Temporary Securities.


 


Pending the preparation of definitive Securities, the
Company may execute and deliver to the Trustee and, upon Company 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, in registered form or, if authorized in or pursuant to this
Indenture, in bearer form with one or more Coupons or without Coupons and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Company executing such Securities may determine, as
conclusively evidenced by their execution of such Securities.  Such temporary Securities may be in global
form.


 


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 Company 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 (accompanied by any unmatured Coupons appertaining thereto), the


 


28














 


Company 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; provided,
however, that no definitive Bearer Security, except as provided in
or pursuant to this Indenture, shall be delivered in exchange for a temporary
Registered Security; and provided, further,
that a definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in or pursuant
to this Indenture.  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.


 


With respect to the Registered Securities of each
series, if any, the Company shall cause to be kept a register (each such
register being herein sometimes referred to as the “Security Register”) at an
Office or Agency for such series in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of the Registered Securities of such series and of transfers of the Registered
Securities of such series.  Such Office
or Agency shall be the “Security Registrar” for that series of Securities.  Unless otherwise specified in or pursuant to this
Indenture or the Securities, the initial Security Registrar for each series of
Securities shall be as specified in the last paragraph of Section 1002.  The Company shall have the right to remove
and replace from time to time the Security Registrar for any series of
Securities; provided that no such removal or replacement shall be effective
until a successor Security Registrar with respect to such series of Securities
shall have been appointed by the Company and shall have accepted such
appointment.  In the event that the
Trustee shall not be or shall cease to be Security Registrar with respect to a
series of Securities, it shall have the right to examine the Security Register
for such series at all reasonable times. 
There shall be only one Security Register for each series of Securities.


 


Except as otherwise provided in or pursuant to this
Indenture, upon surrender for registration of transfer of any Registered
Security of any series at any Office or Agency for such series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Registered Securities
of the same series denominated as authorized in or pursuant to this Indenture,
of a like aggregate principal amount bearing a number not contemporaneously
outstanding and containing identical terms and provisions.


 


Except as otherwise provided in or pursuant to this
Indenture, at the option of the Holder, Registered Securities of any series may
be exchanged for other Registered Securities of the same series containing
identical terms and provisions, in any authorized denominations, and of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
any Office or Agency for such series. 
Whenever any Registered Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Registered Securities which the Holder making the exchange is entitled to
receive.


 


If provided in or pursuant to this Indenture, with
respect to Securities of any series, at the option of the Holder, Bearer
Securities of such series may be exchanged for Registered


 


29

















 


Securities of such series
containing identical terms, denominated as authorized in or pursuant to this
Indenture and in the same aggregate principal amount, upon surrender of the
Bearer Securities to be exchanged at any Office or Agency for such series, with
all unmatured Coupons and all matured Coupons in default thereto
appertaining.  If the Holder of a Bearer
Security is unable to produce any such unmatured Coupon or Coupons or matured
Coupon or Coupons in default, such exchange may be effected if the Bearer Securities
are accompanied by payment in funds acceptable to the Company and the Trustee
in an amount equal to the face amount of such missing Coupon or Coupons, or the
surrender of such missing Coupon or Coupons may be waived by the Company and
the Trustee if there is furnished to them such security or indemnity as they
may require to save each of them and any Paying Agent harmless from and against
any and all loss, liability or expense. 
If thereafter the Holder of such Bearer Security shall surrender to any Paying
Agent any such missing Coupon in respect of which such a payment shall have
been made, such Holder shall be entitled to receive the amount of such payment;
provided, however, that, except as
otherwise provided in Section 1002, interest represented by Coupons shall
be payable only upon presentation and surrender of those Coupons at an Office
or Agency for such series located outside the United States.  Notwithstanding the foregoing, in case a
Bearer Security of any series is surrendered at any such Office or Agency for
such series in exchange for a Registered Security of such series and like tenor
after the close of business at such Office or Agency on (i) any Regular
Record Date and before the opening of business at such Office or Agency on the
relevant Interest Payment Date, or (ii) any Special Record Date and before
the opening of business at such Office or Agency on the related date for
payment of Defaulted Interest, such Bearer Security shall be surrendered
without the Coupon relating to such Interest Payment Date or proposed date of payment,
as the case may be (or, if such Coupon is so surrendered with such Bearer
Security, such Coupon shall be returned to the Person so surrendering the
Bearer Security), and interest or Defaulted Interest, as the case may be, shall
not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of the Registered Security issued in exchange for
such Bearer Security, but shall be payable only to the Holder of such Coupon
when due in accordance with the provisions of this Indenture.


 


If provided in or pursuant to this Indenture with
respect to Securities of any series, at the option of the Holder, Registered
Securities of such series may be exchanged for Bearer Securities upon such
terms and conditions as may be provided in or pursuant to this Indenture with
respect to such series.


 


Whenever any Securities are surrendered for exchange
as contemplated by the immediately preceding two paragraphs, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.


 


Notwithstanding the foregoing, except as otherwise
provided in or pursuant to this Indenture, the global Securities of any series
shall be exchangeable for definitive certificated Securities of such series
only if (i) the Depository for such global Securities notifies the Company
that it is unwilling or unable to continue as a Depository for such global
Securities or at any time the Depository for such global Securities ceases to be
a clearing agency registered as such under the Exchange Act, if so required by
applicable law or regulation, and no successor Depository for such Securities
shall have been appointed within 90 days of such notification or


 


30

















 


of the Company becoming
aware of the Depository’s ceasing to be so registered, as the case may be, (ii) the
Company, in its sole discretion, determines that the Securities of such series
shall no longer be represented by one or more global Securities and executes
and delivers to the Trustee a Company Order to the effect that such global
Securities shall be so exchangeable, or (iii) an Event of Default has
occurred and is continuing with respect to such Securities.


 


If the beneficial owners of interests in a global
Security are entitled to exchange such interests for definitive Securities as
the result of an event described in clause (i), (ii) or (iii) of
the preceding paragraph, then without unnecessary delay but in any event not
later than the earliest date on which such interests may be so exchanged, the
Company shall deliver to the Trustee definitive Securities in such form and
denominations as are required by or pursuant to this Indenture, and of the same
series, containing identical terms and in aggregate principal amount equal to
the principal amount of such global Security, executed by the Company.  On or after the earliest date on which such
interests may be so exchanged, such global Security shall be surrendered from
time to time by the Depository (or its custodian) as shall be specified in the
Company Order with respect thereto (which the Company agrees to deliver), and
in accordance with instructions given to the Trustee and the Depository (which
instructions shall be in writing but need not be contained in or accompanied by
an Officers’ Certificate or be accompanied by an Opinion of Counsel), as shall
be specified in the Company Order with respect thereto to the Trustee, as the
Company’s agent for such purpose, to be exchanged, in whole or in part, for
definitive Securities as described above without charge.  The Trustee shall authenticate and make
available for delivery, in exchange for each portion of such surrendered global
Security, a like aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of
such global Security to be exchanged, which (unless such Securities are not
issuable both as Bearer Securities and as Registered Securities, in which case
the definitive Securities exchanged for the global Security shall be issuable
only in the form in which the Securities are issuable, as provided in or
pursuant to this Indenture) shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, and which shall be in such
denominations and, in the case of Registered Securities, registered in such
names, as shall be specified by the Depository, but subject to the satisfaction
of any certification or other requirements to the issuance of Bearer
Securities; provided, however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities
of the same series to be redeemed and ending on the relevant Redemption Date;
and provided, further, that (unless
otherwise provided in or pursuant to this Indenture) no Bearer Security
delivered in exchange for a portion of a global Security shall be mailed or
otherwise delivered to any location in the United States.  Promptly following any such exchange in part,
such global Security shall be returned by the Trustee to such Depository (or
its custodian) or such other Depository (or its custodian) referred to above in
accordance with the instructions of the Company referred to above, and the
Trustee shall endorse such global Security to reflect the decrease in the
principal amount thereof resulting from such exchange.  If a Registered Security is issued in
exchange for any portion of a global Security after the close of business at
the Office or Agency for such Security where such exchange occurs on or after (i) any
Regular Record Date for such Security and before the opening of business at
such Office or Agency on the next Interest Payment Date, or (ii) any
Special Record Date for such Security and before the opening of business at
such Office or Agency on the related proposed date for payment of interest or
Defaulted Interest, as the case may be, interest shall not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of such Registered


 


31

















 


Security, but shall be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, only to the Person to whom interest in respect of such portion of such
global Security shall be payable in accordance with the provisions of this
Indenture.


 


All Securities issued upon any registration of
transfer or exchange of Securities shall be the valid obligations of the
Company evidencing the same debt and 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.


 


Every Registered Security presented or surrendered for
registration of transfer or for exchange or redemption shall (if so required by
the Company or the Security Registrar for such Security) be duly endorsed, or
be accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar for such Security duly executed by the
Holder thereof or his 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 Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 905 or 1107, upon repayment or
repurchase in part of any Registered Security pursuant to Article Thirteen,
or upon surrender in part of any Registered Security for conversion or exchange
into Common Shares or other securities or property pursuant to its terms, in
each case not involving any transfer.


 


Except as otherwise provided in or pursuant to this
Indenture, the Company shall not be required (i) to issue, register the
transfer of or exchange any Securities during a period beginning at the opening
of business 15 days before the day of the selection for redemption of
Securities of like tenor and terms and of the same series under Section 1103
and ending at the close of business on the day of such selection, or (ii) to
register the transfer of or exchange any Registered Security, or portion
thereof, so selected for redemption, except in the case of any Registered
Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security so selected for redemption except, to the extent
provided with respect to such Bearer Security, that such Bearer Security may be
exchanged for a Registered Security of like tenor and terms and of the same
series, provided that such Registered Security shall be simultaneously
surrendered for redemption with written instruction for payment consistent with
the provisions of this Indenture or (iv) to issue, register the transfer
of or exchange any Security which, in accordance with its terms, has been
surrendered for repayment at the option of the Holder pursuant to Article Thirteen
and not withdrawn, except the portion, if any, of such Security not to be so
repaid.


 


Section 306.                                Mutilated, Destroyed, Lost and Stolen Securities.


 


If any mutilated Security or a Security with a
mutilated Coupon appertaining to it is surrendered to the Trustee, subject to
the provisions of this Section 306, the Company 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


 


32

















 


contemporaneously
outstanding, with Coupons appertaining thereto corresponding to the Coupons, if
any, appertaining to the surrendered Security.


 


If there be delivered to the Company and to the
Trustee (i) evidence to their satisfaction of the destruction, loss or
theft of any Security or Coupon, 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 Company or the Trustee that such Security or Coupon
has been acquired by a bona fide purchaser, the Company shall execute and, upon
the Company’s request the Trustee shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Security or in
exchange for the Security to which a destroyed, lost or stolen Coupon
appertains with all appurtenant Coupons not destroyed, lost or stolen, a new
Security of the same series containing identical terms and of like principal
amount and bearing a number not contemporaneously outstanding, with Coupons
corresponding to the Coupons, if any, appertaining to such destroyed, lost or
stolen Security or to the Security to which such destroyed, lost or stolen
Coupon appertains.


 


Notwithstanding the foregoing provisions of this Section 306,
in case any mutilated, destroyed, lost or stolen Security or Coupon has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security or Coupon; provided, however, that payment of principal of, any premium
or interest on or any Additional Amounts with respect to any Bearer Securities
shall, except as otherwise provided in Section 1002, be payable only at an
Office or Agency for such Securities located outside the United States and,
unless otherwise provided in or pursuant to this Indenture, any interest on
Bearer Securities and any Additional Amounts with respect to such interest
shall be payable only upon presentation and surrender of the Coupons
appertaining thereto.


 


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


 


Every new Security, with any Coupons appertaining
thereto issued pursuant to this Section in lieu of any destroyed, lost or
stolen Security, or in exchange for a Security to which a destroyed, lost or
stolen Coupon appertains shall constitute a separate obligation of the Company,
whether or not the destroyed, lost or stolen Security and Coupons appertaining
thereto or the destroyed, lost or stolen Coupon 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 and any Coupons, if any, 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 or
Coupons.


 


33

















 


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
Registered 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, in case a Bearer Security is surrendered in exchange for a
Registered Security after the close of business at an Office or Agency for such
Security on any Regular Record Date therefor and before the opening of business
at such Office or Agency on the next succeeding Interest Payment Date therefor,
such Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date and interest shall not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange for such
Bearer Security, but shall be payable only to the Holder of such Coupon when
due in accordance with the provisions of this Indenture.


 


Unless otherwise provided in or pursuant to this
Indenture, any interest on and any Additional Amounts with respect to any
Registered Security which shall be payable, but shall not be punctually paid or
duly provided for, on any Interest Payment Date for such Registered Security
(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 Company, at its
election in each case, as provided in Clause (1) or (2) below:


 


(1)           The
Company may elect to make payment of any Defaulted Interest to the Person in
whose name such Registered 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 Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on such Registered
Security and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit 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 Company of such Special Record Date and, in the name and at the
expense of the Company shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to the Holder of such Registered Security (or a
Predecessor Security thereof) at his address as it appears in the Security
Register not less than 10 days prior to such Special Record Date.  The Trustee may, in its discretion, in the
name and at the expense of the Company cause a similar notice to be published
at least once in an Authorized Newspaper of general circulation in the Borough
of Manhattan,


 


34

















 


The
City of New York, but such publication shall not be a condition precedent to
the establishment of such Special Record Date. 
Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been mailed as aforesaid, such Defaulted
Interest shall be paid to the Person in whose name such Registered 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).  In case a Bearer
Security is surrendered at the Office or Agency for such Security in exchange
for a Registered Security after the close of business at such Office or Agency
on any Special Record Date and before the opening of business at such Office or
Agency on the related proposed date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the Coupon relating to such
Defaulted Interest and Defaulted Interest shall not be payable on such proposed
date of payment in respect of the Registered Security issued in exchange for
such Bearer Security, but shall be payable only to the Holder of such Coupon
when due in accordance with the provisions of this Indenture.


 


(2)           The
Company 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 Company to the Trustee of the proposed
payment pursuant to this Clause, such payment shall be deemed practicable by
the Trustee.


 


Unless otherwise provided in or pursuant to this
Indenture or the Securities of any particular series, at the option of the
Company, interest on Registered Securities that bear interest may be paid by
mailing a check to the address of the Person entitled thereto as such address
shall appear in the Security Register or by transfer to an account maintained
by the payee with a bank located in the United States of America.


 


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 Registered Security for
registration of transfer, the Company, the Guarantors, the Trustee and any
agent of the Company, any Guarantor or the Trustee may treat the Person in
whose name such Registered Security is registered in the Security Register as
the owner of such Registered 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 Registered Security and for all
other purposes whatsoever, whether or not any payment with respect to such
Registered Security shall be overdue, and none of the Company, the Guarantors,
the Trustee or any agent of the Company, any Guarantor or the Trustee shall be
affected by notice to the contrary.


 


The Company, the Guarantors, the Trustee and any agent
of the Company, any Guarantor or the Trustee may treat the bearer of any Bearer
Security or the bearer of any Coupon as the


 


35

















 


absolute owner of such
Security or Coupon for the purpose of receiving payment thereof or on account
thereof and for all other purposes whatsoever, whether or not any payment with
respect to such Security or Coupon shall be overdue, and none of the Company,
the Guarantors, the Trustee or any agent of the Company, 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 Company, the Guarantors, the Trustee, and any agent of the
Company or the Trustee as the owner of such global Security for all purposes
whatsoever. None of the Company, 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 Company, 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 and Coupons 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 and Coupons,
as well as Securities and Coupons surrendered directly to the Trustee for any
such purpose, shall be cancelled promptly by the Trustee.  The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company 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 and Coupons 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.


 


36














 


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 Company by a Company Order, this
Indenture shall cease to be of further effect with respect to any series of
Securities specified in such Company Order and any Coupons appertaining thereto
and any Guarantees of such Securities, and the Trustee, on receipt of a Company
Order, at the expense of the Company, 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 and all
Coupons appertaining thereto (other than (i) Coupons appertaining to
Bearer Securities of such series surrendered in exchange for Registered
Securities of such series and maturing after such exchange whose surrender is
not required or has been waived as provided in Section 305, (ii) Securities
and Coupons of such series which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 306, (iii) Coupons
appertaining to Securities of such series called for redemption and maturing
after the relevant Redemption Date whose surrender has been waived as provided
in Section 1106, and (iv) Securities and Coupons of such series for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 1003) have been delivered to the
Trustee for cancellation; or


 


(b)           all
Securities of such series and, in the case of (i) or (ii) below, if
applicable, any Coupons appertaining thereto 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 Company, 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
Company,


 


and the Company, 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 and any Coupons


 


37

















 


appertaining thereto not
theretofore delivered to the Trustee for cancellation, 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 Company (in the exercise by the Company of its sole and absolute
discretion), any Additional Amounts with respect to, such Securities and any
Coupons appertaining thereto, 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
Company has paid or caused to be paid all other sums payable hereunder by the
Company with respect to the Outstanding Securities of such series and any
Coupons appertaining thereto; and


 


(3)           the
Company has delivered to the Trustee an Officers’ 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 Company 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 Company,
any Guarantor or the Trustee and without the consent of the Holders of any
Securities.


 


Notwithstanding the satisfaction and discharge of this
Indenture with respect to any series of Securities, the obligations of the
Company 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 Company, the Guarantors of the
Securities of such series and the Trustee with respect to the Securities of
such series under Sections 305, 306, 403, 404, 1002 and 1003, any rights
of Holders of the Securities of such series (unless otherwise provided pursuant
to Section 301 with respect to the Securities of such series) to convert
or exchange, and the obligations of the Company 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 Company to repurchase or repay, and the obligations of the Company
to repurchase or repay, such Securities at the option of such Holders as
contemplated by Article Thirteen hereof, shall survive, and, if the
Securities of such series provide for the payment of Additional Amounts
pursuant to Section 1004, the Company will remain obligated, following
satisfaction and


 


38

















 


discharge 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, including 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 subclause (b) of
clause (1) of this Section.


 


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 any
Coupons appertaining thereto, and the Company may at its option by Board
Resolution, at any time, with respect to the Securities of or within such
series and any Coupons appertaining thereto, elect to have Section 402(2) or
Section 402(3) be applied to such Outstanding Securities and any
Coupons appertaining thereto 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 or Coupon appertaining thereto established in or pursuant to this
Indenture permit the Company, 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 or Coupon 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 Company’s exercise of the
above option applicable to this Section 402(2) with respect to any
Securities of or within a series, the Company shall be deemed to have been
discharged from its obligations with respect to such Outstanding Securities and
any Coupons appertaining thereto 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 Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Outstanding Securities and any Coupons appertaining
thereto, 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 Company 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 any Coupons appertaining thereto and the Guarantees
of such Securities and this Indenture insofar as such Securities and any
Coupons appertaining thereto or such Guarantees are concerned (and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
the same), except for the


 


39

















 


following which shall survive until otherwise
terminated or discharged hereunder:  (i) the
rights of Holders of such Outstanding Securities and any Coupons appertaining
thereto 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 and any Coupons
appertaining thereto when such payments are due, (ii) the obligations of
the Company, 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) to convert or exchange, and the obligations
of the Company 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 Company to repurchase or repay, and
the obligations of the Company 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 Company 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 Company 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 and any Coupons appertaining thereto.  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 Company, any Guarantor or the Trustee
and without the consent of the Holders of any Securities.


 


(3)           Upon the Company’s exercise of the
above option applicable to this Section 402(3) with respect to any
Securities of or within a series, the Company 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 and any
Coupons appertaining thereto 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 


 


40

















 


defeasance means that with respect to such Outstanding
Securities and any Coupons appertaining thereto, the Company may omit to comply
with, and shall have no liability in respect of, any term, condition or
limitation set forth in any such 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(4) or
501(11) or otherwise, as the case may be, but, except as specified above, the
remainder of this Indenture and such Securities and Coupons appertaining
thereto 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 and any Coupons appertaining
thereto:


 


(a)           The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 607 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 and any Coupons appertaining thereto, (1) an
amount in Dollars or in such Foreign Currency in which such Securities and any
Coupons 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 and Coupons
appertaining thereto (determined on the basis of the Currency in which such
Securities and Coupons 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) 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 and any Coupons appertaining
thereto, 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 Company (in the exercise by the Company of its sole and absolute
discretion), any Additional Amounts with respect to, such Outstanding
Securities and any Coupons appertaining thereto 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 and any Coupons
appertaining thereto on the day on which such payments are


 


41

















 


due
and payable in accordance with the terms of this Indenture and of such
Securities and any Coupons appertaining thereto.


 


(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 and any Coupons
appertaining thereto shall have occurred and be continuing on the date of such
deposit, and, solely in the case of defeasance under Section 402(2), no
Event of Default with respect to the Company under clauses (8), (9) or (10) of
Section 501 with respect to such Securities and any Coupons appertaining
thereto or event which with notice or lapse of time or both would become an
Event of Default with respect to the Company under clauses (8), (9) or (10) of
Section 501 with respect to such Securities and any Coupons appertaining
thereto shall have occurred and be continuing at any time during the period
ending on and including the 91st day after the date of such deposit (it being
understood that this condition to defeasance under Section 402(2) shall
not be deemed satisfied until the expiration of such period).


 


(d)           In
the case of defeasance pursuant to Section 402(2), the Company shall have
delivered to the Trustee an opinion of independent counsel reasonably
acceptable to the Trustee stating that (x) the Company 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, in either case to the effect that, and based thereon such
opinion of independent counsel shall confirm that, the Holders of such
Outstanding Securities and any Coupons appertaining thereto 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 Company shall have delivered to the Trustee an opinion
of independent counsel reasonably acceptable to the Trustee to the effect that
the Holders of such Outstanding Securities and any Coupons appertaining thereto
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
Company shall have delivered to the Trustee an Officers’ 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
Company shall have given the Trustee


 


42

















 


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 Company 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 and any Coupons appertaining thereto
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and any Coupons appertaining thereto and this
Indenture, to the payment, either directly or through any Paying Agent (other
than the Company or any Guarantor of the Securities of the applicable series or
any Subsidiary or Affiliate of the Company or any such Guarantor acting as
Paying Agent) as the Trustee may determine, to the Holders of such Securities
and any Coupons appertaining thereto 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.


 


Unless otherwise specified in or pursuant to this
Indenture or any Securities, if, after a deposit referred to in Section 402(4)(a) has
been made, (a) the Holder of a Security in respect of which such deposit
was made is entitled to, and does, elect pursuant to Section 301 or the
terms of such Security to receive payment in a Currency other than that in
which the deposit pursuant to Section 402(4)(a) has been made in
respect of such Security, or (b) a Conversion Event occurs in respect of
the Foreign Currency in which the deposit pursuant to Section 402(4)(a) has
been made, the indebtedness represented by such Security and any Coupons
appertaining thereto shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium,
if any), and interest, if any, on, and Additional Amounts, if any, with respect
to, such Security as the same becomes due out of the proceeds yielded by
converting (from time to time as specified below in the case of any such
election) the amount or other property deposited in respect of such Security
into the Currency in which such Security becomes payable as a result of such
election or Conversion Event based on (x) in the case of payments made
pursuant to clause (a) above, the applicable market exchange rate for such
Currency in effect on the second Business Day prior to each payment date, or (y) with
respect to a Conversion Event, the applicable market exchange rate for such
Foreign Currency in effect (as nearly as feasible) at the time of the
Conversion Event.


 


The Company 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 and any Coupons appertaining thereto.


 


43

















 


Anything in this Section 402 to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company 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
or 402 shall be held in trust and applied by it, in accordance with the provisions
of the Securities, the Coupons and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal, 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 other qualifying trustee appointed
pursuant to Section 402(4)(a)) or any Paying Agent is unable to apply any
moneys or Government Obligations deposited pursuant to Section 401(1) or
402(4)(a) to pay any principal of or premium, if any, or interest, if any,
on or Additional Amounts, if any, with respect to the Securities of the
applicable series by reason of any legal proceeding or any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company’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 such deposit had occurred, until such time as the Trustee (or other
qualifying trustee) or Paying Agent is permitted to apply all such moneys and
Government Obligations to pay the principal of and premium, if any, and
interest, if any, on and Additional Amounts, if any, in respect of the
Securities of such series as contemplated by Sections 401 or 402 as the
case may be, and Section 403; provided, however, that if the Company or any Guarantor makes any
payment of the principal of or premium, if any, or interest if any, on or
Additional Amounts, if any, in respect of the Securities of such series
following the reinstatement of its obligations as aforesaid, the Company 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 funds held by the
Trustee (or other qualifying trustee) or Paying Agent.


 


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ARTICLE
FIVE


 


REMEDIES


 


Section 501.                                Events of Default.


 


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


 


(1)                                  default
in the payment of any interest, if any, on, or any Additional Amounts, if any,
payable in respect of any interest on, any of the Securities of such series or
any Coupon appertaining thereto when such interest or such Additional Amounts,
as the case may be, become due and payable, and continuance of such default for
a period of 30 days; or


 


(2)                                  default
in the payment of any principal of, or premium, if any, on, or any Additional
Amounts, if any, payable in respect of any principal of or premium, if any, on,
any of the Securities of such series when due (whether at Maturity or otherwise
and whether payable in cash or in Common Shares or other securities or
property); or


 


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


 


(4)                                  default
in the delivery when due of any securities, cash or other property (including,
without limitation, any Common Shares) when required to be delivered upon
conversion of any convertible Security of such series or upon the exchange of
any Security of such series which is exchangeable for Common Shares or other
securities or property (other than an exchange of Securities of such series for
other Securities of the same series); or


 


(5)                                  default
after the expiration of any applicable grace period in the payment of principal
when due, or resulting in acceleration of, other indebtedness (other than
Non-recourse Debt) of the Company or any Significant Subsidiary of the Company
for borrowed money or the payment of which is guaranteed by the Company or any
Significant Subsidiary of the Company where the aggregate principal amount with
respect to which the default or acceleration has occurred exceeds $25.0 million
and such indebtedness has not been discharged, or such default in payment or
acceleration has not been cured or rescinded, prior to written notice of
acceleration of the Outstanding Securities of such series; or


 


(6)                                  failure
by the Company or any Significant Subsidiary to pay final judgments entered by
a court or courts of competent jurisdiction aggregating in excess of


 


45

















 


$25.0 million, which judgments are not paid, discharged or stayed for a
period of 60 days after such judgments become final and non-appealable, and in
the event such judgment is covered by insurance, an enforcement proceeding has
been commenced by any creditor upon such judgment or decree which is not
promptly stayed; or


 


(7)           the Guarantee of the
Securities of such series by any Guarantor shall for any reason cease to be, or
shall for any reason be asserted in writing by such Guarantor or the Company
not to be, in full force and effect and enforceable in accordance with its
terms, except to the extent contemplated or permitted by this Indenture or by
the terms of the Securities of such series established pursuant to Section 301;
or


 


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


 


(i)                                     commences
a voluntary case or proceeding seeking liquidation, reorganization or other
relief with respect to it or its debts or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property; or


 


(ii)                                  consents
to any such relief or to the appointment of or taking possession by any such
official in an involuntary case or other proceeding commenced against it; or


 


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


 


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


 


(9)           an involuntary case or
other proceeding shall be commenced against the Company or any Significant
Subsidiary of the Company seeking liquidation, reorganization or other relief
with respect to it or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 60 days; or


 


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


 


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


 


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


 


(iii)                               orders the liquidation
of the Company or any Significant Subsidiary of the Company;


 


46

















 


and, in each case in this clause (10), the order or
decree remains unstayed and in effect for 60 days; or


 


(11)                            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 an Event of Default (other than an Event of Default
specified in clauses (8), (9) or (10) of Section 501 with
respect to the Company) occurs and is continuing with respect to Securities of
any series, then either the Trustee or the Holders of not less than 30% in
aggregate principal amount of the Outstanding Securities of such series may
declare the principal of all the Securities of such series, or such lesser
amount as may be provided for in the Securities of such series, and accrued and
unpaid interest, if any, thereon to be due and payable immediately, by a notice
in writing to the Company and the Guarantors of the Securities of such series
(and to the Trustee if given by the Holders), and upon any such declaration
such principal or such lesser amount, as the case may be, and such accrued and
unpaid interest shall become immediately due and payable.  If an Event of Default specified in clause
(8), (9) or (10) of Section 501 with respect to the Company
occurs with respect to the Securities of any series, then the principal of all
of the Securities of such series, or such lesser amount as may be provided for
in the Securities of such series, and accrued an unpaid interest, if any,
thereon shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder of the Securities of such series. 
For purposes of clarity, the parties agree that references in this
Indenture to an Event of Default specified in clauses (8), (9) or (10) of
Section 501with respect to the Company shall not include any Event of
Default specified in clauses (8), (9) or (10) of Section 501 with
respect to any Significant Subsidiary of the Company.


 


At any time after Securities of any series have been
accelerated (whether by declaration of the Trustee or the Holders or
automatically) and before a judgment or decree for payment of the money due has
been obtained by the Trustee as hereinafter in this Article provided, the
Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of such series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if


 


(1)                                  the
Company or any Guarantor has paid or deposited with the Trustee a sum of money
sufficient to pay (or, to the extent that the terms of the Securities of such
series established pursuant to Section 301 expressly provide for payment
to be made in Common Shares or other securities or property, Common Shares or
other securities or property, together with cash in lieu of fractional shares
or securities to the extent required pursuant to the terms of such Securities,
sufficient to pay)


 


(a)                                  all
overdue installments of any interest on any Securities of such series and any
Coupons appertaining thereto which have become due otherwise than by such
declaration of acceleration and any Additional Amounts with respect thereto,


 


47

















 


(b)                                 the
principal of and any premium on any Securities of such series which have become
due otherwise than by such declaration of acceleration and any Additional
Amounts with respect thereto and, to the extent permitted by applicable law,
interest thereon at the rate or respective rates, as the case may be, provided
for in 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,


 


(c)                                  to
the extent permitted by applicable law, interest upon installments of any
interest, if any, which have become due otherwise than by such declaration of
acceleration and any Additional Amounts with respect thereto at the rate or
respective rates, as the case may be, provided for in 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


 


(d)                                 all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
fees and expenses, disbursements and advances of the Trustee, its agents and
counsel and all other amounts due the Trustee under Section 606; and


 


(2)                                  all
Events of Default with respect to Securities of such series other than the
non-payment of the principal of, any premium and interest on, and any
Additional Amounts with respect to Securities of such series which shall have
become due solely by such declaration of acceleration, shall have been cured or
waived as provided in Section 513.


 


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


 


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


 


The Company 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 or any Coupon appertaining thereto
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


 


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


 


the Company shall, upon demand of the Trustee, pay to
the Trustee, for the benefit of the Holders of such Securities and any Coupons
appertaining thereto, the whole amount of money then due and payable with
respect to such Securities and any Coupons appertaining thereto, 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,


 


48

















 


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 the Company fails to pay the money it is required
to pay the Trustee pursuant to the preceding paragraph forthwith upon the
demand of the Trustee, the Trustee, in its own name and as trustee of an
express trust, may institute a judicial proceeding for the collection of the
money so due and unpaid, and may prosecute such proceeding to judgment or final
decree, and may enforce the same against the Company or any Guarantor of such
Securities or any other obligor upon such Securities and any Coupons
appertaining thereto and collect the monies adjudged or decreed to be payable
in the manner provided by law out of the property of the Company or any
Guarantor of such Securities or any other obligor upon such Securities and any
Coupons appertaining thereto, wherever situated.


 


If an Event of Default with respect to Securities of
any series occurs and is continuing, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of the Holders of Securities
of such series and any Coupons appertaining thereto 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.


 


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


 


(1)                                  to
file and prove a claim for the whole amount, or such lesser amount as may be
provided for in the Securities of such series, of the principal and any
premium, interest and Additional Amounts owing and unpaid in respect of the
Securities and any Coupons appertaining thereto and to file such other papers
or documents as may be necessary or advisable in order to have the claims of
the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents or counsel) and of the
Holders of Securities or any Coupons allowed in such judicial proceeding, and


 


49

















 


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


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder of Securities or any Coupons to
make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders of Securities or
any Coupons, to pay to the Trustee any amount due to it for the reasonable
compensation, fees and expenses, disbursements and advances of the Trustee, its
agents and counsel and any other amounts due the Trustee under Section 606.


 


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


 


Section 505.                                Trustee May Enforce Claims without Possession of Securities or
Coupons.


 


All rights of action and claims under this Indenture
or any of the Securities or Coupons may be prosecuted and enforced by the
Trustee without the possession of any of the Securities or Coupons 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 or Coupon 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 or the Coupons, if
any, appertaining thereto, or both, as the case may be, 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 and any predecessor Trustee under Section 606;


 


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


 


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


 


50

















 


Section 507.                                Limitations on Suits.


 


No Holder of any Security of any series or any Coupons
appertaining thereto 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)                                  the
Holders of not less than 30% in aggregate principal amount of the Outstanding
Securities of such series shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;


 


(3)                                  such
Holder or Holders have offered to the Trustee indemnity reasonably satisfactory
to the Trustee against the costs, fees and expenses and liabilities to be
incurred in compliance with such request;


 


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


 


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


 


it being understood and intended that no one or more
of such Holders shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture or any Security to affect, disturb
or prejudice the rights of any other such Holders or Holders of Securities of
any other series, or to obtain or to seek to obtain priority or preference over
any other Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all such
Holders.


 


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


 


Notwithstanding any other provision in this Indenture,
the Holder of any Security or Coupon shall have the right, which is absolute
and unconditional, to receive payment of the principal of, any premium, if any,
and (subject to Sections 305 and 307) interest, if any, on and any Additional
Amounts with respect to such Security or such Coupon, as the case may be, on
the respective Stated Maturity or Maturities therefor specified in such
Security or Coupon (or, in the case of redemption, on the Redemption Date or,
in the case of repayment pursuant to Article Thirteen hereof at the option
of such Holder if provided in or pursuant to this Indenture, on the date such
repayment is due) and, in the case of any Security which is convertible into or
exchangeable for other securities or property, to convert or exchange, as the
case may be, such Security in accordance with its terms, and to institute suit
for the enforcement of any such payment and any such right to convert or
exchange, and such right shall not be impaired without the consent of such
Holder.


 


51

















 


Section 509.                                Restoration of Rights and Remedies.


 


If the Trustee or any Holder of a Security or a Coupon
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 Company, 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 or Coupons in the last paragraph of Section 306,
no right or remedy herein conferred upon or reserved to the Trustee or to each
and every Holder of a Security or a Coupon is intended to be exclusive of any
other right or remedy, and every right and remedy, to the extent permitted by
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 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 or Coupon 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 or a Coupon 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 and any Coupons
appertaining thereto, 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.


 


52

















 


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 and any Coupons appertaining
thereto 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 any Coupons
appertaining thereto, or


 


(2)                                  in
the case of any Securities which are convertible into or exchangeable for
Common Shares or other securities or property, a default in any such conversion
or exchange, or


 


(3)                                  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.


 


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 Company 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 Company 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 Company) 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 Company) or this Indenture or any of its Guarantees (in the case of
such Guarantor); and each of the Company 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


 


53

















 


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, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
(or premium, if any) or interest, if any, on or Additional Amounts, if any,
with respect to any Security on or after the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date, and, in the case of repayment at the option of the Holder
pursuant to Article Thirteen hereof, on or after the date for repayment)
or for the enforcement of the right, if any, to convert or exchange any
Security into Common Shares or other securities in accordance with its terms.


 


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 rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, coupon or
other paper or document reasonably believed by it to be genuine and to have
been signed or presented by the proper party or parties;


 


(2)                                  any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or a Company Order (in each case, other than
delivery of any Security, together with any Coupons appertaining thereto, to
the Trustee for authentication and delivery pursuant to Section 303 which
shall be sufficiently evidenced as provided therein) and any request or
direction of a Guarantor mentioned herein shall be sufficiently evidenced by a
Guarantor Request or Guarantor Order and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution and any
resolution of a Guarantor’s Board of Directors may be sufficiently evidenced by
a Guarantor’s Board Resolution;


 


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


 


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


 


54














 


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


 


(6)                                  the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, coupon or other
paper or document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if
the Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to examine, during business hours and upon reasonable notice,
the books, records and premises of the Company and the Guarantors, personally
or by agent or attorney; and


 


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


 


Section 602.                                Notice of Defaults.


 


Within 90 days after the occurrence of any default
hereunder with respect to the Securities of any series, the Trustee shall
transmit by mail to all Holders of Securities of such series entitled to
receive reports pursuant to Section 703(3), notice of such default hereunder
known to the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the
principal of (or premium, if any), or interest, if any, on, or Additional
Amounts or any sinking fund installment with respect to, any Security of such
series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the best interest of the Holders of
Securities and Coupons of such series; and provided, further,
that in the case of any default of the character specified in Section 501(4) or
501(11) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof.  For the purpose of this Section, the term “default”
means any event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to Securities of such series.


 


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, and in any Coupons shall be
taken as the statements of the Company 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 or the Coupons,
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


 


55

















 


that the statements made
by it in a Statement of Eligibility on Form T-1 supplied to the Company
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 Company 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 Company or any Guarantor, in its individual or any other capacity,
may become the owner or pledgee of Securities or Coupons and, subject to
Sections 310(b) and 311 of the Trust Indenture Act, may otherwise
deal with the Company 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.


 


Except as provided in Section 403 and Section 1003,
money held by the Trustee in trust hereunder need not be segregated from other
funds except to the extent required by law and shall be held uninvested.  The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed in
writing with the Company or any Guarantor.


 


Section 606.                                Compensation and Reimbursement.


 


The Company 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 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 or bad faith.


 


As security for the performance of the obligations of
the Company under this Section, the Trustee shall have a lien prior to the
Securities of any series upon all property and funds held or


 


56

















 


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 or any
Coupons appertaining thereto.


 


Any compensation or expense incurred by the Trustee
after a default specified by Section 501(8), (9) or (10) 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 law, survive any termination of this Indenture (including, without
limitation, termination pursuant to any Bankruptcy Laws) and the resignation or
removal of the Trustee.


 


Section 607.                                Corporate Trustee Required; Eligibility.


 


(1)                                  There
shall at all times be a Trustee hereunder that is a Corporation, organized and
doing business under the laws of the United States of America, any state
thereof or the District of Columbia, eligible under Section 310(a)(1) of
the Trust Indenture Act to act as trustee under an indenture qualified under
the Trust Indenture Act and that has a combined capital and surplus (computed
in accordance with Section 310(a)(2) of the Trust Indenture Act) of
at least $50,000,000 subject to supervision or examination by Federal or state
authority.  If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.


 


(2)                                  The
following indenture shall be considered specifically described herein for
purposes of clause (i) of the proviso contained in Section 310(b)(1) of
the Trust Indenture Act: Indenture, dated as of April 6, 2004, as amended,
by and among Sealy Mattress Company, the Guarantors named therein and The Bank
of New York Trust Company, N.A., as trustee; and, pursuant to Section 310(b)(1)(C)(i) of
the Trust Indenture Act, unless otherwise ordered by the Commission, an Event
of Default or default by the Company under this Indenture will not disqualify
the Trustee under this Indenture because it is a trustee under such other
indenture.


 


Section 608.                                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 Company.  If the instrument of acceptance by a
successor Trustee required by Section 609 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to 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 Company.


 


57

















 


(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 Company 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 607 and shall fail to
resign after written request therefor by the Company 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 Company, 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 Company, 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 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 Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 609, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company.  If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders 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
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class


 


58

















 


mail, postage prepaid, to the Holders of Registered
Securities, if any, of such series as their names and addresses appear in the
Security Register and, if Securities of such series are issued as Bearer
Securities, by publishing notice of such event once in an Authorized Newspaper
in each Place of Payment located outside the United States.  Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.


 


Section 609.                                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 Company, 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 Company, 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 Company, 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 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 Trustees 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


 


59

















 


the Company, 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 Company
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 610.                                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.


 


Section 611.                                Appointment of Authenticating Agent.


 


The Trustee may appoint one or more Authenticating
Agents acceptable to the Company with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of that or those series issued upon original issue,
exchange, registration of transfer, partial redemption, partial repayment,
partial conversion or exchange for Common Shares or other securities or
property, or pursuant to Section 306, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.  Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.


 


60

















 


Each Authenticating Agent shall be acceptable to the
Company and, except as provided in or pursuant to this Indenture, shall at all
times be a Corporation that would be permitted by the Trust Indenture Act to
act as trustee under an indenture qualified under the Trust Indenture Act, is
authorized under applicable law and by its charter to act as an Authenticating
Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000.  If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect specified in this
Section.


 


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


 


An Authenticating Agent may resign at any time by
giving written notice thereof to the Trustee and the Company.  The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and the Company. 
Upon receiving such a notice of resignation or upon such a termination,
or in case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall (i) mail written notice of such appointment by first-class mail,
postage prepaid, to all Holders of Registered Securities, if any, of the series
with respect to which such Authenticating Agent shall serve, as their names and
addresses appear in the Security Register, and (ii) if Securities of the
series are issued as Bearer Securities, publish notice of such appointment at
least once in an Authorized Newspaper in the place where such successor
Authenticating Agent has its principal office if such office is located outside
the United States.  Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall
become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating
Agent.  No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.


 


The Company agrees to pay each Authenticating Agent
from time to time reasonable compensation for its services under this
Section.  If the Trustee makes such
payments, it shall be entitled to be reimbursed for such payments, subject to
the provisions of Section 606.


 


The provisions of Sections 308, 603 and 604 shall be
applicable to each Authenticating Agent.


 


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


 


61

















 


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


 


	
   

  	
  ·,

  
	
   

  	
  As Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


 


If all of the Securities of any series may not be
originally issued at one time, and if the Trustee does not have an office
capable of authenticating Securities upon original issuance located in a Place
of Payment where the Company wishes to have Securities of such series
authenticated upon original issuance, the Trustee, if so requested in writing
(which writing need not be accompanied by or contained in an Officers’
Certificate of the Company), shall appoint in accordance with this Section an
Authenticating Agent having an office in a Place of Payment designated by the
Company with respect to such series of Securities.


 


ARTICLE
SEVEN


 


HOLDERS
LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTORS


 


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


 


In accordance with Section 312(a) of the
Trust Indenture Act, the Company 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 Company 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.


 


62














 


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 or Coupons, by receiving
and holding the same, agrees with the Company, the Guarantors and the Trustee
that none of the Company, 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 May 15 of
each year commencing with the first May 15 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 brief report dated as of such May 15 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 May 15 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 Company and Guarantors.


 


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


 


(1)           file with the Trustee, within 15 days
after the Company 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 Company 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 Company 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;


 


63

















 


(2)           file with the Trustee 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 Company 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, 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 Company 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.                                Company May Consolidate, Etc., Only on Certain Terms.


 


The Company 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 Company shall be
the continuing Person (in the case of a merger) or (B) the successor
Person (if other than the Company) formed by or resulting from the
consolidation or merger or to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made shall be an entity
organized or existing under the laws of the United States of America, any state
thereof or the District of Columbia and shall expressly assume the due and
punctual payment of the principal of, premium, if any, and interest, if any,
on, and Additional Amounts, if any, with respect to, all Securities Outstanding
under this Indenture and the due and punctual performance and observance of all
covenants and conditions in such Outstanding Securities and this Indenture to
be performed or satisfied by the Company (including, without limitation, the
obligation to convert or exchange any Securities that are convertible into or
exchangeable for other securities or property in accordance with the provisions
of such Securities and this Indenture) by a supplemental indenture reasonably
satisfactory in form to the Trustee;


 


(2)           immediately after giving effect to
such transaction, no Event of Default, and no event which, after notice or
lapse of time, or both, would become an Event of Default, shall have occurred
and be continuing;  and


 


(3)           either the Company or the successor
Person shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger, sale,
assignment, transfer, lease or other conveyance and, if a supplemental
indenture is required in connection with such transaction, such 


 


64

















 


supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating to such transaction
have been complied with.


 


Section 802.                                Successor Person Substituted for Company.


 


In the case of any such merger, consolidation, sale,
assignment, transfer, lease, conveyance or other disposition in which the
Company 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 Company and
may exercise every right and power of, the Company under this Indenture with
the same effect as if such successor Person had been named as the Company
herein, and the predecessor Company shall be automatically released and
discharged from all obligations and covenants under this Indenture, the
Securities and the Coupons.


 


ARTICLE
NINE


 


SUPPLEMENTAL
INDENTURES


 


Section 901.                                Supplemental Indentures without Consent of Holders.


 


Without the consent of any Holders of Securities or
Coupons, the Company (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 Company or a Guarantor, and the assumption by any such successor
of the covenants of the Company 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
Company 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 Company 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 to or change any of the
provisions of this Indenture to facilitate the issuance of Bearer Securities,
to provide that Bearer Securities may be registrable as to principal, to change
or eliminate any restrictions on the payment of principal of, any premium or
interest on or any Additional Amounts with respect to Securities, to permit
Bearer Securities to be issued in exchange for Registered Securities, to permit
Bearer Securities to be exchanged for Bearer Securities of other authorized
denominations or to permit or facilitate the issuance of Securities in
uncertificated or global form, provided any such action shall not adversely
affect the interests of the Holders of Securities of any series then
Outstanding or any Coupons appertaining thereto; or


 


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(4)           to establish the form or terms of
Securities of any series and any Coupons appertaining thereto and any
Guarantees thereof as permitted by Sections 201 and 301, including, without
limitation, any conversion or exchange provisions applicable to Securities
which are convertible into or exchangeable for other securities or property,
the Guarantors of the Securities of such series (which may, but need not,
include any or all of the Initial Guarantors), the terms of the Guarantees of
such Securities, and to establish any provisions with respect to any security
or other collateral for such Securities or Guarantees, and to make any
deletions from or additions or changes to this Indenture in connection with any
matters referred to in this clause (4) (provided that any such deletions,
additions and changes shall not be applicable to any other series of Securities
then Outstanding); or


 


(5)           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


 


(6)           to comply with the Article Eight;


 


(7)           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 or questions arising
under this Indenture which shall not adversely affect the interests of the
Holders of Securities of any series then Outstanding or any Coupons
appertaining thereto in any material respect; or


 


(8)           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


 


(9)           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 and any Coupons appertaining thereto or any other
Security or Coupon in any material respect; 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;


 


(11)         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;


 


(12)         to secure or, if applicable, to provide
additional security for all or any Securities or Guarantees issued under this
Indenture and to provide for any and all 


 


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matters relating thereto, and to provide for the
release of any collateral as security for all or any Securities, Guarantees in
accordance with the terms of this Indenture; or


 


(13)         to make any change in this Indenture or
any Securities or Guarantees to conform the terms thereof to the terms reflected
in any prospectus, prospectus supplement, offering memorandum or similar
offering document used in connection with the initial offering or sale of any
Securities or Guarantees; or


 


(14)         in the case of any series of Securities
which are convertible into or exchangeable for Common Shares or other
securities or property, to safeguard or provide for the conversion or exchange
rights, as the case may be, of such Securities in the event of any
reclassification or change of outstanding Common Shares (or any other
securities of the Company into which such Securities are convertible or for
which such Securities are exchangeable), or in the event of any merger,
consolidation, statutory share exchange or combination of the Company with or
into another Person or any sale, lease, assignment, transfer, disposition or
other conveyance of all or substantially all of the properties and assets of
the Company to any other Person or other similar transactions, if expressly
required by the terms of such series of Securities established pursuant to Section 301;
or


 


(15)         to amend or supplement any provision
contained herein or in any Securities or Guarantees (which amendment or
supplement may apply to one or more series of Securities or Guarantees or to
one or more Securities or Guarantees within any series as specified in such
supplemental indenture), provided that
such amendment or supplement does not apply to any Outstanding Security or any
Guarantee of any Outstanding Security issued prior to the date of such
supplemental indenture and entitled to the benefits of such provision.


 


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 Company and the Trustee, the Company (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 premium, if any, or any installment of interest, if any, on,
or any Additional Amounts, if any, with respect to, any Security, or reduce the
principal amount thereof or the premium, if any, thereon or the rate (or modify
the calculation of such rate) of interest thereon, or reduce the amount payable
upon redemption, whether such redemption is mandatory or at the option of the
Company, or upon repayment thereof at the option of the Holder, or reduce any 


 


67

















 


Additional Amounts payable with respect thereto, or
change the obligation of the Company to pay Additional Amounts pursuant to Section 1004
(except as contemplated by Section 801(1) and permitted by Section 901(1)),
or reduce the amount of the principal of any Original Issue Discount Security
that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502 or the amount thereof provable in
bankruptcy pursuant to Section 504, or adversely affect the right of
repayment at the option of any Holder as contemplated by Article Thirteen,
or change the Place of Payment where or the Currency in which the principal of,
any premium or interest on, or any Additional Amounts with respect to any
Security is payable, or impair the right to institute suit for the enforcement
of any such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date or, in the case of repayment pursuant
to Article Thirteen at the option of the Holder, on or after the date for
repayment) in each case as such Stated Maturity, Redemption Date or date for
repayment may, if applicable, be extended in accordance with the terms of such
Security or any Coupon appertaining thereto, or in the case of any Security
which is convertible into or exchangeable for other securities or property,
impair the right to institute suit to enforce the right to convert or exchange
such Security in accordance with its terms, or


 


(2)           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 Section 513 or 1006 of this Indenture, or reduce the
requirements of Section 1504 for quorum or voting, or


 


(3)           make any change that adversely
affects the right, if any, to convert or exchange any Security for Common
Shares or other securities or property in accordance with its terms, or


 


(4)           modify any of the provisions of this
Section, Section 513 or Section 1006, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby, or


 


(5)           modify or affect in any manner
adverse to the Holders of the Securities of any series the terms and conditions
of the obligations of the Guarantors in respect of the due and punctual
payments of principal of, or premium, if any, or interest, if any, on or any
sinking fund requirements or Additional Amounts or other amounts payable with
respect to, the Securities of such series; or release any Guarantor from any of
its obligations under any of its Guarantees of the Securities of any series or
its obligations under this Indenture in respect of the Securities of any series
except in accordance with the terms set forth herein.


 


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 


 


68

















 


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
Company 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 315(d) of
the Trust Indenture Act) shall be fully protected in relying upon, an Officers’
Certificate 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 Company 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 and of any Coupon appertaining thereto
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 Company shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.


 


Section 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.


 


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ARTICLE
TEN


 


COVENANTS


 


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


 


The Company covenants and agrees for the benefit of
the Holders of the Securities of each series that it will duly and punctually
pay the principal of, any premium and interest on and any Additional Amounts
with respect to the Securities of such series, whether payable in cash, Common
Shares or other securities or property, in accordance with the terms thereof,
any Coupons appertaining thereto and this Indenture.  Any interest due on any Bearer Security on or
before the Maturity thereof, and any Additional Amounts payable with respect to
such interest, shall be payable only upon presentation and surrender of the
Coupons appertaining thereto for such interest as they severally mature.


 


Section 1002.                          Maintenance of Office or Agency.


 


The Company shall maintain in each Place of Payment
for any series of Securities an Office or Agency where Securities of such
series (but not Bearer Securities, except as otherwise provided below, unless
such Place of Payment is located outside the United States) may be presented or
surrendered for payment, where Securities of such series may be surrendered for
registration of transfer or exchange, where Securities of such series that are
convertible or exchangeable may be surrendered for conversion or exchange, and
where notices and demands to or upon the Company in respect of the Securities
of such series relating thereto and this Indenture may be served.  If Securities of a series are issuable as
Bearer Securities, the Company shall maintain, subject to any laws or
regulations applicable thereto, an Office or Agency in a Place of Payment for
such series which is located outside the United States where Securities of such
series and any Coupons appertaining thereto may be presented and surrendered
for payment; provided, however, that if the
Securities of such series are listed on any stock exchange located outside the
United States and such stock exchange shall so require, the Company shall
maintain a Paying Agent in a city located outside the United States required by
such stock exchange, so long as the Securities of such series are listed on
such exchange.  The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such Office or Agency.  If
at any time the Company shall fail to maintain any such required Office or Agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, except that Bearer Securities of such
series and any Coupons appertaining thereto may be presented and surrendered
for payment at the place specified for the purpose with respect to such
Securities as provided in or pursuant to this Indenture, and the Company hereby
appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.


 


Except as otherwise provided in or pursuant to this
Indenture, no payment of principal, premium, interest or Additional Amounts
with respect to Bearer Securities shall be made at any Office or Agency in the
United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any
Bearer Securities shall be payable in Dollars, payment of principal of, any
premium or interest on and any Additional Amounts with respect to any such 


 


70

















 


Security may be made at the Corporate Trust Office of the Trustee or
any Office or Agency designated by the Company in the United States designated
for such purpose, if (but only if) payment of the full amount of such
principal, premium, interest or Additional Amounts at all offices outside the
United States maintained for such purpose by the Company in accordance with
this Indenture is illegal or effectively precluded by exchange controls or
other similar restrictions (in which case the Company shall so notify the
Trustee in writing).


 


The Company may also from time to time designate one
or more other Offices or Agencies where the Securities of one or more series
may be presented or surrendered for any or all such purposes and may from time
to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligations to maintain an Office or Agency in each Place of Payment for
Securities of any series for such purposes. 
The Company 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 Company hereby designates the
place where the Trustee shall from time to time maintain its Corporate Trust
Office as the Company’s Office or Agency for such purpose and initially
appoints the Trustee as the  Security
Registrar for each series of Securities and, if the Securities of any series are
convertible into or exchangeable for Common Shares or other securities or
property, initially appoints the Trustee as conversion or exchange agent, as
the case may be, for the Securities of such series. The Company 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 Company 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 Company 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
Company will promptly notify the Trustee of its action or failure so to act.


 


71

















 


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


 


Except as otherwise provided herein or pursuant
hereto, any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, any premium or
interest on or any Additional Amounts with respect to any Security of any
series or any Coupon appertaining thereto 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 Company on Company Request (or
if deposited by a Guarantor, paid to such Guarantor on Guarantor Request), or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Security or any Coupon appertaining thereto shall thereafter, as
an unsecured general creditor, look only to the Company 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 Company
as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may, not later than 30 days after the Company’s or such Guarantor’s,
as the case may be, request for such repayment, at the expense of the Company
or such Guarantor, as the case may be, cause to be published once, in an
Authorized Newspaper in each Place of Payment for such series or to be mailed
to Holders of Registered Securities of such series, or both, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication or mailing nor shall
it be earlier than two years after such principal and any premium or interest
or Additional Amounts shall have become due and payable, any unclaimed balance
of such money then remaining will be repaid to the Company or the applicable
Guarantor, as the case may be.


 


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Section 1004.                          Additional Amounts.


 


If any Securities of a series provide for the payment
of Additional Amounts by the Company, the Company agrees to pay to the Holder
of any such Security or any Coupon appertaining thereto 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 or
any Coupon appertaining thereto 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 any Coupon or Guarantee, such
mention shall be deemed to include mention of the payment of Additional 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 Company 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 Company from changing its
legal form from one type of Corporation to another type of Corporation).


 


Section 1006.                          Waiver of Certain Covenants.


 


The Company 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 Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.


 


Section 1007.                          Company Statement as to Compliance.


 


The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year, a written statement (which need not be
contained in or accompanied by an Officers’ Certificate) signed by the
principal executive officer, the principal financial officer or the principal
accounting officer of the Company, stating whether or not, to the best of his
or her knowledge, the Company 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 


 


73

















 


grace) and if the Company 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
120 days after the end of each fiscal year, a written statement (which need not
be contained in or accompanied by a Guarantor’s Officers’ Certificate) signed
by the principal executive officer, the principal financial officer or the
principal accounting officer of such Guarantor, 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 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 Company 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 Company to redeem any Securities
shall be evidenced by or pursuant to a Board Resolution.  In case of any redemption at the election of
the Company of less than all of the Securities of any series, the Company
shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Securities of
such series to be redeemed and, in the event that the Company shall determine
that the Securities of any series to be redeemed shall be selected from
Securities of such series having the same issue date, interest rate or interest
rate formula, Stated Maturity and other terms (the “Equivalent Terms”), the
Company shall notify the Trustee of such Equivalent Terms.


 


In the case of any redemption of Securities (A) prior
to the expiration of any restriction on such redemption provided in the terms
of such Securities or elsewhere in this Indenture or (B) pursuant to an
election of the Company which is subject to a condition specified in the terms
of such Securities or elsewhere in this Indenture, the Company shall furnish to
the Trustee an Officers’ 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 or if less than all of the Securities of any series with
Equivalent Terms are to be redeemed, the particular Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Trustee 


 


74

















 


from the Outstanding Securities of such series or from the Outstanding
Securities of such series with Equivalent Terms, as the case may be, 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 Registered 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 Company 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.


 


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.


 


Unless otherwise specified in or pursuant to this
Indenture or the Securities of any series or in a notice of redemption, if any
Security selected for partial redemption is converted or exchanged for Common
Shares or other securities or property in part before termination of the
conversion or exchange right with respect to the portion of the Security so
selected, the converted or exchanged portion of such Security shall be deemed
(so far as may be) to be the portion selected for redemption.  Securities which have been converted or
exchanged during a selection of Securities to be redeemed shall be treated by
the Trustee as Outstanding for the purpose of such selection.


 


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 by mailing in the
manner herein provided to the Holder of any Registered 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 mailed to the Holder of any
Registered 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 of redemption shall state:


 


(1)           the
Redemption Date,


 


(2)           the
Redemption Price or, if applicable, the manner in which the Redemption Price
will be determined,


 


75

















 


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


 


(4)           that,
in case any Security is to be redeemed in part only, on and after the
Redemption Date, upon surrender of such Security, the Holder of such Security
will receive, without charge, a new Security or Securities of authorized
denominations for the principal amount thereof remaining unredeemed,


 


(5)           that,
on the Redemption Date, the Redemption Price shall become due and payable upon
each such Security or portion thereof to be redeemed, together (if applicable)
with accrued and unpaid interest, if any, thereon (subject, if applicable, to
the provisos to the first paragraph of Section 1106), and, if applicable,
that interest thereon shall cease to accrue on and after said date,


 


(6)           the
place or places where such Securities, together (in the case of Bearer
Securities) with all Coupons appertaining thereto, if any, maturing after the
Redemption Date, are to be surrendered for payment of the Redemption Price and
any accrued interest and Additional Amounts pertaining thereto,


 


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


 


(8)           that,
unless otherwise specified in such notice, Bearer Securities of any series, if
any, surrendered for redemption must be accompanied by all Coupons maturing
subsequent to the date fixed for redemption or the amount of any such missing
Coupon or Coupons will be deducted from the Redemption Price, unless security
or indemnity satisfactory to the Company, the Trustee and any Paying Agent is
furnished,


 


(9)           if
Bearer Securities of any series are to be redeemed and any Registered
Securities of such series are not to be redeemed, and if such Bearer Securities
may be exchanged for Registered Securities not subject to redemption on the
Redemption Date pursuant to Section 305 or otherwise, the last date, as
determined by the Company, on which such exchanges may be made,


 


(10)         in
the case of Securities of any series that are convertible or exchangeable into
Common Shares or other securities or property, the then current conversion or
exchange price or rate, the date or dates on which the right to convert or
exchange the principal of the Securities of such series to be redeemed will
commence or terminate, as applicable, and the place or places where and the
Persons to whom such Securities may be surrendered for conversion or exchange,
and


 


(11)         the
CUSIP number of such Securities, if any.


 


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


 


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


 


Section 1105.                          Deposit of Redemption Price.


 


On or prior to any Redemption Date, the Company 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 Company 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, except that, if the
Securities of such series are convertible or exchangeable into Common Shares or
other securities or property, no such deposit shall be required (unless
otherwise specified pursuant to Section 301 with respect to the Securities
of such series) with respect to any such Securities (or portions thereof) which
have been converted or exchanged prior to such Redemption Date.


 


Section 1106.                          Securities Payable on Redemption Date.


 


Notice of redemption having been given as aforesaid,
the Securities so to be redeemed (except, in the case of Securities which are
convertible or exchangeable into Common Shares or other securities or property,
any such Securities which shall have been so converted or exchanged prior to
the applicable Redemption Date) shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, together with (unless
otherwise provided with respect to the Securities of such series pursuant to Section 301)
accrued and unpaid interest, if any, thereon and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest, if any) such Securities shall cease to bear interest and the
Coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void.  Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with, unless otherwise
provided in or pursuant to this Indenture, any accrued and unpaid interest
thereon and Additional Amounts with respect thereto to but excluding the
Redemption Date; provided, however, that, except
as otherwise provided in or pursuant to this Indenture or the Bearer Securities
of such series,  installments of interest
on Bearer Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable only upon presentation and surrender of Coupons for such
interest (at an Office or Agency located outside the United States except as
otherwise provided in Section 1002), and provided,
further, that, except as otherwise specified in or pursuant to this
Indenture or the Registered Securities of such series, installments of interest
on Registered Securities 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
Regular Record Dates therefor according to their terms and the provisions of Section 307.


 


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If any Bearer Security surrendered for redemption
shall not be accompanied by all appurtenant Coupons maturing after the
Redemption Date, such Security may be paid after deducting from the Redemption
Price or, at the option of the Company, after payment to the Trustee for the
benefit of the Company of, an amount equal to the face amount of all such
missing Coupons, or the surrender of such missing Coupon or Coupons may be
waived by the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless from and against any and all loss, liability or expense.  If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing Coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided, however, that any interest or Additional Amounts
represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an Office or Agency for such Security located outside of the
United States except as otherwise provided in Section 1002.


 


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 Registered Security which is to be redeemed only
in part shall be surrendered at any Office or Agency for such Security (with,
if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing) and
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Registered Security or
Securities of the same series, containing identical terms and provisions, of
any authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.  If a
Security in global form is so surrendered, the Company shall execute, and the
Trustee shall authenticate and deliver to the Depository for such Security in
global form as shall be specified in the Company Order with respect thereto to
the Trustee, without service charge, a new Security in global form in a
denomination equal to and in exchange for the unredeemed portion of the
principal of the Security in global form 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.


 


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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 Company may, in satisfaction of all or any part of
any sinking fund payment with respect to the Securities of any series to be
made pursuant to the terms of such Securities (1) deliver Outstanding
Securities of such series (other than any of such Securities previously called
for redemption or any of such Securities in respect of which cash shall have
been released to the Company), together in the case of any Bearer Securities of
such series with all unmatured Coupons appertaining thereto, and (2) apply
as a credit Securities of such series which have been redeemed either at the
election of the Company pursuant to the terms of such series of Securities or
through the application of permitted optional sinking fund payments pursuant to
the terms of such Securities, provided that
such Securities have not been previously so credited.  Such Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.  If as a result of the delivery or credit of
Securities of any series in lieu of cash payments pursuant to this Section 1202,
the principal amount of Securities of such series to be redeemed in order to
exhaust the aforesaid cash payment shall be less than $100,000, the Trustee
need not call Securities of such series for redemption, except upon Company
Request, and such cash payment shall be held by the Trustee or a Paying Agent
and applied to the next succeeding sinking fund payment, provided,
however, that the Trustee or such Paying Agent shall at the request
of the Company from time to time pay over and deliver to the Company any cash
payment so being held by the Trustee or such Paying Agent upon delivery by the
Company to the Trustee of Securities of that series purchased by the Company
having an unpaid principal amount equal to the cash payment requested to be
released to the Company.


 


Section 1203.                          Redemption of Securities for Sinking Fund.


 


Not less than 75 days prior to each sinking fund
payment date for any series of Securities, the Company shall deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing
mandatory sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of
cash and the portion thereof, if any, which is to be satisfied by delivering
and crediting of Securities of that series pursuant to Section 1202, and
the optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and will also deliver to the Trustee any Securities to be
so credited and not theretofore delivered. 
If such Officers’ Certificate shall specify an optional amount to be
added in cash to the next ensuing mandatory sinking fund payment, the Company
shall thereupon be obligated to pay the amount therein specified.  Not less than 60 days before each such 


 


79

















 


sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 1103
and cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the manner provided in Section 1104.  Such notice having been duly given, the redemption
of such Securities shall be made upon the terms and in the manner stated in
Sections 1106 and 1107.


 


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 Company, at its option,
shall deliver or surrender the same to the 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
Company 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 Company on
repayment of such Securities, and the obligation of the Company 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 


 


80

















 


such amount on such reasonable basis of exchange and as of the record
date with respect to Registered 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 Company may specify in a written notice to the Trustee.


 


ARTICLE
FIFTEEN 


 


MEETINGS
OF HOLDERS OF SECURITIES


 


Section 1501.                          Purposes for Which Meetings May Be Called.


 


Unless otherwise provided pursuant to Section 301
with respect to the Securities of any series, the provisions of this Article Fifteen
shall be applicable to a series of Securities if (and only if) the terms of
such Securities established pursuant to Section 301 provide that the
Securities of such series shall be issued or issuable, in whole or in part, as
Bearer Securities.  A meeting of Holders
of Securities of any series issued or issuable, in whole or in part, as Bearer
Securities may be called at any time and from time to time pursuant to this Article to
make, give or take any request, demand, authorization, direction, notice, consent,
waiver or other Act provided by this Indenture to be made, given or taken by
Holders of Securities of such series.


 


Section 1502.                          Call, Notice and Place of Meetings.


 


(1)           The Trustee may at any time call a
meeting of Holders of Securities of any series issued or issuable, in whole or
in part, as Bearer Securities, for any purpose specified in Section 1501,
to be held at such time and at such place in the Borough of Manhattan, The City
of New York, or in London or in such place outside the United States as the
Company shall determine.  Notice of every
meeting of Holders of Securities of any such series, setting forth the time and
the place of such meeting and in general terms the action proposed to be taken
at such meeting, shall be given, in the manner provided in Section 106,
not less than 21 nor more than 180 days prior to the date fixed for the
meeting.


 


(2)           In case at any time the Company (by
or pursuant to a Board Resolution) or the Holders of at least 331/3% in principal amount of the
Outstanding Securities of any series issued or issuable, in whole or in part,
as Bearer Securities, shall have requested the Trustee to call a meeting of the
Holders of Securities of such series for any purpose specified in Section 1501,
by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed notice of or made
the first publication of the notice of such meeting within 21 days after
receipt of such request (whichever shall be required pursuant to Section 106)
or shall not thereafter proceed to cause the meeting to be held as provided
herein, then the Company or the Holders of Securities of such series in the
amount above specified, as the case may be, may determine the time and the
place in London for such meeting and may call such meeting for such purposes by
giving notice thereof as provided in clause (1) of this Section.


 


Section 1503.                          Persons Entitled to Vote at Meetings.


 


To be entitled to vote at any meeting of Holders of
Securities of any series, a Person shall be (1) a Holder of one or more
Outstanding Securities of such series, or (2) a Person appointed 


 


81

















 


by an instrument in writing as proxy for a Holder or Holders of one or
more Outstanding Securities of such series by such Holder or Holders.  The only Persons who shall be entitled to be
present or to speak at any meeting of Holders of Securities of any series shall
be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.


 


Section 1504.                          Quorum; Action.


 


The Persons entitled to vote a majority in principal
amount of the Outstanding Securities of a series shall constitute a quorum for
a meeting or duly reconvened meeting of Holders of Securities of such series; provided, however, that if any action is to be taken at such
meeting with respect to any request, demand, authorization, direction, notice,
consent, waiver or other action which this Indenture expressly provides may be
given by the Holders of a greater percentage in principal amount of the
Outstanding Securities of a series, the Persons entitled to at least such
greater percentage in principal amount of the Outstanding Securities of such
series shall constitute a quorum.  In the
absence of a quorum within 30 minutes after the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities
of such series, be dissolved.  In any
other case the meeting may be adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
meeting.  In the absence of a quorum at
any such adjourned meeting, such adjourned meeting may be further adjourned for
a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such adjourned meeting.  Notice of the reconvening of any adjourned
meeting shall be given as provided in Section 1502(1), except that such
notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened.  Notice of the reconvening of an adjourned
meeting shall state expressly the percentage, as provided above, of the principal
amount of the Outstanding Securities of such series which shall constitute a
quorum.


 


Except as limited by the proviso to Section 902,
any resolution presented to a meeting or adjourned meeting duly reconvened at
which a quorum is present as aforesaid may be adopted only by the affirmative
vote of the Holders of a majority in principal amount of the Outstanding
Securities of that series; provided, however,
that, except as limited by the proviso to Section 902, any resolution with
respect to any request, demand, authorization, direction, notice, consent,  waiver or other Act which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less than or more than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal
amount of the Outstanding Securities of such series.


 


Any resolution passed or decision taken at any meeting
of Holders of Securities of any series duly held in accordance with this Section shall
be binding on all the Holders of Securities of such series and the Coupons
appertaining thereto, whether or not such Holders were present or represented
at the meeting.


 


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Section 1505.                          Determination of Voting Rights; Conduct and Adjournment of Meetings.


 


(1)           Notwithstanding any other provisions
of this Indenture, the Trustee may make such reasonable regulations as it may
deem advisable for any meeting of Holders of Securities of such series in
regard to proof of the holding of Securities of such series and of the
appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate.  Except as otherwise permitted or required by
any such regulations, the holding of Securities shall be proved in the manner
specified in Section 104 and the appointment of any proxy shall be proved
in the manner specified in Section 104 or by having the signature of the
person executing the proxy witnessed or guaranteed by any trust company, bank
or banker authorized by Section 104 to certify to the holding of Bearer
Securities.  Such regulations may provide
that written instruments appointing proxies, regular on their face, may be
presumed valid and genuine without the proof specified in Section 104 or
other proof.


 


(2)           The Trustee shall, by an instrument
in writing, appoint a temporary chairman of the meeting, unless the meeting
shall have been called by the Company or by Holders of Securities as provided
in Section 1502(2), in which case the Company or the Holders of Securities
of the series calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman.  A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.


 


(3)           At any meeting, each Holder of a
Security of such series or proxy shall be entitled to one vote for each $1,000
principal amount of Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at
any meeting in respect of any Security challenged as not Outstanding and ruled
by the chairman of the meeting to be not Outstanding.  If the Securities of such series are issuable
in minimum denominations of less than $1,000, then a Holder of such a Security
in a principal amount of less than $1,000 shall be entitled to a fraction of
one vote which is equal to the fraction that the principal amount of such
Security bears to $1,000.  The chairman
of the meeting shall have no right to vote, except as a Holder of a Security of
such series or proxy.


 


(4)           Any meeting of Holders of Securities
of any series duly called pursuant to Section 1502 at which a quorum is
present may be adjourned from time to time by Persons entitled to vote a
majority in principal amount of the Outstanding Securities of such series
represented at the meeting; and the meeting may be held as so adjourned without
further notice.


 


Section 1506.                          Counting Votes and Recording Action of Meetings.


 


The vote upon any resolution submitted to any meeting
of Holders of Securities of any series shall be by written ballots on which
shall be subscribed the signatures of the Holders of Securities of such series
or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Securities of such series held or represented by
them.  The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the 


 


83

















 


secretary of the meeting their verified written reports in triplicate
of all votes cast at the meeting.  A
record, at least in triplicate, of the proceedings of each meeting of Holders
of Securities of any series shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one
or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in Section 1502
and, if applicable, Section 1504. 
Each copy shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one such copy shall be
delivered to the Company, and another to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the
meeting.  Any record so signed and
verified shall be conclusive evidence of the matters therein stated.


 


ARTICLE
SIXTEEN


 


GUARANTEES


 


Section 1601.                          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 Company 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 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.


 


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ARTICLE
SEVENTEEN


 


SECURITY


 


Section 1701.                          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 Company 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 Company 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.


 


85

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed, all as of the day and year first above written.


 


	
   

  	
   

  	
  SEALY MATTRESS COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SEALY CORPORATION,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SEALY MATTRESS CORPORATION,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


86

















 


	
   

  	
   

  	
  SEALY MATTRESS COMPANY OF PUERTO RICO,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OHIO-SEALY MATTRESS MANUFACTURING CO., INC.,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OHIO-SEALY
  MATTRESS MANUFACTURING CO.,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


87

















 


	
   

  	
   

  	
  SEALY MATTRESS COMPANY OF KANSAS CITY, INC.,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SEALY MATTRESS COMPANY OF MEMPHIS,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SEALY MATTRESS COMPANY OF ILLINOIS,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


88

















 


	
   

  	
   

  	
  A. BRANDWEIN & COMPANY,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SEALY MATTRESS COMPANY OF ALBANY, INC.,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SEALY OF MARYLAND AND VIRGINIA, INC.,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


89

















 


	
   

  	
   

  	
  SEALY OF MINNESOTA, INC.,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NORTH AMERICAN BEDDING COMPANY,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SEALY, INC.,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


90

















 


	
   

  	
   

  	
  THE OHIO MATTRESS COMPANY LICENSING AND COMPONENTS
  GROUP,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SEALY MATTRESS MANUFACTURING COMPANY, INC.,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SEALY TECHNOLOGY LLC,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


91

















 


	
   

  	
   

  	
  SEALY KOREA, INC.,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SEALY REAL ESTATE, INC.,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SEALY TEXAS MANAGEMENT, INC.,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


92

















 


	
   

  	
   

  	
  SEALY MATTRESS COMPANY OF S.W. VIRGINIA,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WESTERN MATTRESS COMPANY,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ADVANCED SLEEP PRODUCTS,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


93

















 


	
   

  	
   

  	
  MATTRESS HOLDINGS INTERNATIONAL LLC,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SEALY COMPONENTS—PADS, INC.,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SEALY MATTRESS COMPANY OF MICHIGAN, INC.,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
   

  	
   

  



 


94

















 


	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [SEAL]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


95